LBC1936 gvcfs

DATA ACCESS AGREEMENT Transfer of Data THIS AGREEMENT SETS OUT THE TERMS AND CONDITIONS ON WHICH ACCESS WILL BE GRANTED TO THE DATA SPECIFIED BELOW. BY SIGNING THIS AGREEMENT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS 1. Defined Terms For the purpose of this Agreement, the following terms shall be understood to mean: “Agreement” this Data Access Agreement. “Confidential Information” any information of a confidential nature disclosed by Edinburgh to You in whatever form (whether written, oral, visual or electronic). “Data” [INSERT DESCRIPTION OF DATA]… all of which forms part of the Database. A full list of data items is appended with a Data Request Form. ] “Database” the Lothian Birth Cohort 1936 and the Lothian Birth Cohort 1921 Study Databases. “Derived Data” the data, datasets, algorithms and /or derived variables used therein which may be derived from the use or analysis of the Data by You in carrying out the Project. “Edinburgh” The University Court Of The University Of Edinburgh, a charitable body registered in Scotland under registration number SC005336, incorporated under the Universities (Scotland) Acts and having its main administrative offices at Old College, South Bridge Edinburgh, EH8 9YL. “Edinburgh Scientist” Dr Simon Cox, Director of the Lothian Birth Cohorts, Department of Psychology, University of Edinburgh, 7 George Square Edinburgh, EH8 9JZ. “Intellectual Property” means (i) patents, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (iii) applications, extensions and renewals in relation to such rights. “Project” the project entitled “TBC”. “Recipient Institution” TBC “Recipient Scientist(s)” TBC “Term” TBC years “You” the Recipient Institution and/or the Recipient Scientist. 2. Use of the Data 2.1 You acknowledge and agree that only the Recipient Scientist(s) is/are permitted to have access to and to use the Data. The Recipient Scientist(s) will access and use the Data solely for the purpose of carrying out the Project and will not access or use the Data for any other purpose without prior written consent from Edinburgh. Recipient Institution shall in any event procure acceptance of the terms of this Agreement by all persons who have access to the Data. 2.2 You will comply with all security and operating requirements notified to you by Edinburgh and will use the Data in accordance with all applicable laws, regulations and research governance. 2.3 You undertake to make no attempt to link the Data to any other datasets whatsoever (including, without limitation, any external datasets or any datasets from the same patient cohort) held by different recipients or by You for different projects, without prior written consent from Edinburgh, or to use the Data to identify the Data subjects. 2.4 You will not use the Data for any commercial purpose or any purpose that is subject to consulting or licensing obligations to third parties without prior written consent from Edinburgh. 3. Ownership of Data, Derived Data and Intellectual Property 3.1 The Data and all intellectual property rights therein will remain the property of Edinburgh at all times and no right, title or interest in or to the Data is granted to You other than as expressly set out in this Agreement. 3.2 The Derived Data and all intellectual property rights therein will be owned by Edinburgh. Edinburgh agrees to provide You with a copy of the Derived Data and hereby grants to You a non-exclusive, royalty-free perpetual licence to use the Derived Data for health research purposes. 3.3 You shall have the right to develop Intellectual Property based on comparisons with your own data. 4. Confidentiality 4.1 You shall keep confidential the Data and any Confidential Information for so long as such Data and/or Confidential Information remain confidential in nature, notwithstanding termination or expiry of this Agreement. 4.2 The obligation in Clause 4.1 shall not apply where You can prove that the Data and/or Confidential Information: (a) has become public knowledge, other than through an unauthorised disclosure by You; (b) was already known to You prior to disclosure by Edinburgh or was independently developed by You without use of or recourse to the Data and/or Confidential Information; (c) was disclosed to You by a third party not under any obligation of confidence to Edinburgh; or (d) is required to be disclosed by law or by requirement of a regulatory body or court order. 5. Collaboration and Publications You agree to use reasonable endeavours to collaborate with Edinburgh with regard to Your analysis of the Data, with a view to publishing the results arising from Your analysis of the Data, jointly with Edinburgh. In any event, you agree that any publications made by You of results arising from Your analysis of the Data will be produced in accordance with normal academic practice including (without limitation) appropriate acknowledgement of co-authors, any published paper from which the Data derives, the version of the Data used, the role of Edinburgh, the relevant primary collectors of the Data and their funders. 6. DISCLAIMERS 6.1 YOU ACKNOWLEDGE AND AGREE THAT ACCESS TO, AND USE OF, THE DATA AND DERIVED DATA IS PROVIDED BY EDINBURGH ON AN “AS IS” BASIS. EDINBURGH GIVES NO WARRANTY, EXPRESS OR IMPLIED, THAT:- (a) THE DATA AND DERIVED DATA IS ACCURATE OR COMPLETE; (b) THE DATA AND DERIVED DATA IS FIT FOR ANY PARTICULAR PURPOSE; (c) YOUR USE OF THE DATA AND DERIVED DATA WILL NOT INFRINGE ANY THIRD PARTY INTELLECTUAL PROPERTY OR OTHER RIGHTS. 6.2 EACH PARTY AGREES THAT NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT HOWSOEVER CAUSED. 6.3 Nothing in this Agreement excludes, restricts or otherwise limits either party’s liability for any death or personal injury arising from its negligence or for any loss suffered by the other party as a result of it’s fraud. 7. Term and Termination of Access 7.1 You agree that You will access the Data during the Term only. You accept and agree that: (a) Edinburgh may terminate Your access to the Data forthwith upon any breach of this Agreement by You; and (b) Edinburgh may terminate Your access to the Data upon giving You one month’s written notice. 7.2 On termination or expiry of this Agreement You shall immediately destroy all tangible copies of the Data in Your possession and (to the extent possible to do so) delete all copies of the Data from Your computer systems and confirm in writing to Edinburgh that this has been done. 7.3 You acknowledge and agree that the provisions of this Agreement will continue in full force and effect following expiry of the Term or termination of Your access to the Data by Edinburgh pursuant to Clause 7.1. 8. Additional Data 8.1 If agreed in written with the Edinburgh Scientist, additional data items may be supplied to the Recipient Institution to facilitate the analysis as part of the Project, on the same terms as are contained in this Agreement. 9. Applicable law and jurisdiction You agree that Scots law shall govern this Agreement and the Scottish courts shall have exclusive jurisdiction over any matter relating to it. Edinburgh hereby accepts the foregoing terms and conditions: For and on behalf of Edinburgh: Signed: Date: Name: Title: The Recipient Institution hereby accepts the foregoing terms and conditions: For and on behalf of the Recipient Institution: Signed: Date: Name: Title: As the Recipient Scientist, I acknowledge receipt of a copy of this Agreement and confirm that I will abide by its terms insofar as those terms are applicable to me: Signed: Date: Name: LBC1921/36 Data request form Provisional title of study Principal researcher (include institution address, email & phone) Provisional author list Brief rationale for study Main variables to be analysed (variable names from data dictionary) Which journal(s) are you considering?