CITEseq data

Data transfer agreement

WEHI owns the data as outlined in the Schedule (Data). Recipient, has requested WEHI, through The European Genome-phenome Archive (EGA) to provide Recipient with the Data for use by Recipient for the specific purpose as described in the Research specified Schedule. Recipient Investigator (as specified in the Schedule), an employee of Recipient, wishes to access the Data for the purposes outlined in the Schedule (Research). WEHI is willing to supply Recipient with the Data for the period outlined in the Schedule to conduct the Research on the following terms: 1.Ownership of Data: The Data remains the property of WEHI. There is no transfer or licence or implied transfer or licence of rights in the Data from WEHI to Recipient including any intellectual property rights. This Agreement does not restrict the rights of WEHI to distribute the Data to other institutions or to publish any document relating to the Data. 2.Storage of Data: Recipient will retain the Data in a secure location on its premises and will not permit the Data or any part of it to come into the possession or control of any other organisation or any individual other than those employees who are involved in the Research under direct supervision of the Investigator. Recipient will not transfer the Data in whole or in part to third parties without the relevant third party entering into a separate Data Transfer Agreement with WEHI. 3.Use of Data: Recipient will use the Data only to carry out the Research, and only for Research that that has appropriate ethical approval. Recipient will not use the Data or any parts thereof for any commercial purpose or any purpose that is subject to consulting or licensing obligations to third parties without the written approval of WEHI. 4.Confidentiality: Recipient will keep the Data confidential, along with any other information which the Recipient receives from WEHI in connection with the Data and/or the Research which is by its nature confidential or which the Recipient ought to know is confidential (Confidential Information). 5.Obligation to destroy Data: Recipient will use all reasonable endeavours to ensure that the Data in its possession or under its control shall as soon as possible be returned or destroyed upon: (i) the reasonable request of WEHI; (ii) on expiry of the period of use indicated in the Schedule; (iii) on termination of this Agreement by WEHI for any reason on thirty (30) days’ written notice to Recipient or immediately on notice to Recipient in the event that Recipient is in breach of any of the terms of this Agreement; or (iv) withdrawal of consent of any study participant to which the Data relates (Study Participant). If Recipient is required to destroy the Data then it will confirm in writing to WEHI that the Data has been destroyed. 6.Compliance with laws: Recipient must comply with all applicable laws in connection with the Data and the Research, including privacy laws, and must not engage in any act or practice which would breach or cause WEHI to breach any privacy laws. 7.No data linkage: Recipient will not try to identify Study Participants, and will not try to link the Data provided by WEHI to other WEHI data held by different recipients or by the same Recipient for different projects. 8.Results: On a confidential basis, the Recipient will keep the WEHI reasonably informed of the results of the Research, which includes analysis of the Data, and all associated intellectual property (Results). Without prejudice to Clause 1 of this Agreement, the Parties agree that all rights, title and interest in the Results will be owned solely by the Party, or jointly by the Parties, that contribute to its development or creation and, in the case of jointly owned Results, the Parties will own the Results as tenants in common in shares proportionate to their respective intellectual contributions to the development or creation of those Results. For clarity, the supply of Data alone under this Agreement does not constitute an intellectual contribution to the Results. To the extent a Party owns the Results, that Party grants to the other Party a non-exclusive, royalty-free licence to use such Results for internal, non-commercial research and teaching purposes. 9.Publications: Recipient will acknowledge WEHI (along with any other relevant third parties as notified by WEHI) in any publications relating to the Data and the Results. Recipient will notify WEHI of its intention to submit papers for publication at least 30 days prior to submission. In this time, WEHI may require: (a) the removal of any Confidential Information it provided to Recipient; or (b) delay of publication of up to 60 days to allow for protection of WEHI’s intellectual property rights. 10.Fee: The Data is supplied free of charge. 11.Special Conditions: Recipient will comply with any special conditions relating to the Data as specified in the Schedule, or as notified by WEHI to Recipient in writing from time to time. 12.Exclusion of liability: WEHI accepts no liability in connection with the Recipient’s use of the Data, except to the extent caused by the wilful misconduct or negligence of WEHI. WEHI does not represent that (i) the Data is of satisfactory quality or fit for any particular purpose; or (ii) use of the Data does not infringe third party rights, including intellectual property rights. 13.No assignment: Recipient will neither assign, transfer, mortgage, charge nor part with any of its interests, rights, duties or obligations under this Agreement. 14.Dispute resolution: Any dispute arising out of or relating to this Agreement shall be referred by the Parties to appropriate senior management representatives of each Party in an effort to effect a mutually acceptable resolution. However, nothing in this clause will preclude a party from seeking urgent interlocutory relief. 15.Governing law: The laws of Victoria, Australia govern this Agreement, and the Parties agree to submit themselves to the non-exclusive jurisdiction of the courts of Victoria. 16.Counterparts; electronic execution: This Agreement may be executed in counterparts, each of which shall be an original and together shall constitute a single agreement. Counterparts may be electronically signed and exchanged in electronic form (including portable document format) by any party, and the receiving party may rely on the receipt of such document so executed and delivered electronically as if the original had been received.