Phased melanoma whole genomes

Data access agreement

Data Access Agreement This Data Access Agreement (hereinafter the “Agreement”) is made by and between: (1) VIB vzw, a non-profit organisation with registered office at Rijvisschestraat 120, B-9052 Zwijnaarde, Belgium (hereinafter “VIB”); and (2) ____________________________________________[Name Institution] with registered office at: ____________________________________________[Legal Address Institution], (hereinafter “Recipient”), on behalf of ____________________________________________[Name Recipient Investigator] (hereinafter “Recipient Investigator”). WITNESSETH: Whereas VIB owns the whole genome sequencing data on 10 human cancer cell lines deposited in EGA under accession number EGAXX (together with any copies and subsets or other derivatives of said data hereinafter “Data”); Whereas Recipient Investigator wants to be granted access to the Data for use in the research project described in Exhibit 1 (hereinafter “Research”); Whereas VIB is prepared to grant Recipient access to the Data under the terms and conditions as set forth hereinafter; for the sake of clarity the terms of access set forth in this Agreement apply both to the Recipient and the Recipient Investigator; VIB and Recipient agree as follows: 1. VIB shall remain the sole owner of the Data. 2. Recipient shall utilise the Data only to conduct the Research. Nothing in this Agreement shall be deemed to grant Recipient any rights under any intellectual property rights owned or controlled by VIB, nor any rights to use the Data for purposes other than to conduct the Research. Without limitation to the generality of the above, no right whatsoever is granted to Recipient for commercial use of the Data. Use of the Data for a new purpose will require a new application and approval. 3. Recipient undertakes to limit access to the Data to those of its employees working directly under the supervision of the Recipient Investigator who need to have access to the Data to execute the Research. Recipient undertakes to have any of its personnel involved in the Research comply with the provisions of this agreement. Should the Recipient wish to share the Data with a collaborator, said collaborator must make a separate application for access to Data. 4. Recipient undertakes to keep personal data pertaining to data subjects, including, but not limited to information as to (a) the racial or ethnic origin of the data subject, (b) his/her political opinions, (c) his/her religious beliefs or other beliefs of a similar nature, (d) his/her physical or mental health or condition, (e) his/her sexual life, (f) the commission or alleged commission by him/her of any offence, or (g) any proceedings for any offence committed or alleged to have been committed by him/her, the disposal of such proceedings or the sentence of any court in such proceedings (hereinafter Sensitive Personal Information”), strictly confidential and not to disclose Sensitive Personal Information or use the Sensitive Personal Information for any other purpose than to conduct the Research. 5. VIB does not warrant that the use of the Data does not or will not infringe any patent. VIB is under no obligation to obtain or provide licenses that may be required for the use of the Data by the Recipient. 6. In consideration of VIB providing the Data, Recipient agrees to promptly inform VIB, in confidence, of any invention or development, whether patentable or not, conceived or reduced to practice by Recipient through the use of the Data (“Developments”). Recipient will, on the request of VIB, submit a written report upon the completion of the Research to VIB. VIB shall treat said report confidential. 7. Ownership of Developments will be negotiated in good faith between Recipient and VIB, hereto depending upon the parties’ relative contribution to the Developments, including the relative contribution of the Data to the creation of the Developments, and any applicable law and regulations relating to inventorship. 8. Recipient will not obtain and will not attempt to obtain patent coverage on the Data or Developments or on any use of the Data or Developments, without first notifying VIB, so that VIB can assert any claims to inventorship it or its researchers may have. 9. Recipient grants to VIB an irrevocable royalty-free non-exclusive license to use such Developments for VIB’s internal research purposes and will negotiate in good faith, based on each party’s relative contribution, including the relative contribution of the Data to the creation of the Developments, the sharing of revenues derived from the licensing, sale, or commercialisation of any such Developments. 10. Recipient will have the right to publish and disclose the results of the Research. In order to balance this with VIB’s proprietary interests, Recipient will submit the intended disclosure (e.g. a manuscript, abstract, patent application, poster, etc) to VIB for review at least thirty (30) days prior to the scheduled disclosure date. VIB may within this 30 day period request Recipient, in writing, to delete any reference to VIB’s Confidential Data apart from Data and/or to delay the intended disclosure for a maximum of an additional ninety (90) days. Recipient agrees to provide appropriate acknowledgement of the source of the Data in any publication and presentation based on the use of the Data. 11. Recipient will use the Data in compliance with all laws and regulations both nationally and internationally. The Data is provided by VIB “as is”, with no warranties, express or implied, including any warranty of accuracy, completeness, merchantability, title, or fitness for a particular use. Recipient will indemnify VIB and hold VIB harmless from any claims or liabilities which might arise as a result of Recipient’s use of the Data, unless such claims or liabilities are caused by VIB’s gross negligence or malicious intent. 12. This Agreement will be governed and interpreted in accordance with the Belgian law. To confirm agreement with the above terms, please have an authorised representative sign and date the agreement below. The signature of the investigator is optional. Please return a PDF scan of the document to: Floor Stam: floor.stam@vib.be. We will return one fully executed agreement to Recipient. Please indicate in your accompanying letter the responsible person (with address) to whom we have to send the Data. Accepted by : RECIPIENT For Approval • Authorised representatives • Recipient Investigator Names : Name : Titles : Title : Institute/Company : Institute/Company : Department : Department : Address : Address : Signature : Signature : Date : Date VIB • Authorised representative Name : Johan Cardoen Title : Managing Director Institute/Company : VIB Department : Address : Rijvisschestraat 120 B-9052 Zwijnaarde Belgium Signature : Date : Exhibit 1 : Research Please give a short description of the planned Research to be performed using the Data. Recipient shall use the Data: