WGS of oesophagogastric cancer

Final Data Access Agreement will be provided upon request for download of data. DATA ACCESS AGREEMENT (Whole Genome Sequencing – Oesophagogastric Cancer Dataset) THIS AGREEMENT is made on _______________________________ 20__. BETWEEN: (1) THE CHANCELLOR, MASTERS AND SCHOLARS OF THE UNIVERSITY OF OXFORD, whose administrative office is at University Offices, Wellington Square, Oxford OX1 2JD (the “University”); and (2) [Name of Data User], whose principal office is at [address] (the “Data User”), each a “Party” and together the “Parties.” WHEREAS: (A) The University holds a dataset comprising whole genome sequencing (WGS) data derived from twelve (12) samples of oesophagogastric cancer (the “Project”). (B) The purpose of the Project is to support biomedical research into the molecular and genomic characteristics of oesophagogastric cancer. (C) The Data User wishes to obtain access to the Licensed Data (as defined below) for a defined research purpose, and the University has agreed to provide access on the terms and conditions of this Agreement. 1. DEFINITIONS AND INTERPRETATION In this Agreement, the following terms shall have the following meanings: “Confidential Information” means the terms of this Agreement and any confidential or proprietary information relating to the University, the Project, the dataset, or any contributors; “Licensed Data” means the whole genome sequencing data derived from twelve (12) oesophagogastric cancer samples, together with associated metadata as specified in Schedule 1; “Permitted Purpose” means the specific research purpose approved by the University and set out in Schedule 2; “Project Database” means the collection of data curated and maintained by or on behalf of the University as part of the Project; “Term” means the period from the effective date of this Agreement until completion of the Permitted Purpose or termination in accordance with Clause 8; “Update” means any correction, amendment, or addition to the Licensed Data provided by the University from time to time. 2. LICENCE AND RESTRICTIONS 2.1 Licence Grant The University grants to the Data User a non-exclusive, non-transferable, revocable licence to access and use the Licensed Data solely for the Permitted Purpose during the Term. 2.2 Responsibility for Use The Data User shall be solely responsible for all use of the Licensed Data and any Updates. 2.3 Restrictions on Use The Data User shall not: (a) use the Licensed Data for any purpose other than the Permitted Purpose; (b) disclose, distribute, sell, sublicense, or otherwise make the Licensed Data available to any third party except as strictly necessary for the Permitted Purpose and with prior written approval from the University; (c) upload the Licensed Data, in whole or in part, to any publicly accessible repository or online platform without the University’s prior written consent; (d) remove or obscure any attribution, copyright notice, or acknowledgement included with the Licensed Data; (e) attempt, whether alone or in combination with other data, to identify, contact, or re-identify any individual (living or deceased) whose data may be included in or associated with the Licensed Data, nor permit any third party to do so. 2.4 Acknowledgement Any publications or presentations arising from use of the Licensed Data shall include an acknowledgement in a form approved by the University, as specified in Schedule 4 (if applicable). 3. UNIVERSITY OBLIGATIONS The University shall use reasonable endeavours to: (a) provide access to the Licensed Data during the Term, subject to compliance with this Agreement; (b) notify the Data User of any material changes, corrections, or withdrawals affecting the Licensed Data. 4. DATA COMPOSITION AND UPDATES The University retains discretion over the selection, organisation, and maintenance of the Licensed Data and may amend, correct, or withdraw any portion of the Licensed Data where required for legal, ethical, or scientific reasons. 5. INTELLECTUAL PROPERTY All intellectual property rights in the Licensed Data and any Updates remain vested in the University and/or its licensors. No rights are granted to the Data User except as expressly stated in this Agreement. 6. CONFIDENTIALITY AND DATA SECURITY 6.1 Confidentiality The Data User shall treat the Licensed Data and all Confidential Information as strictly confidential. 6.2 Data Security The Data User shall implement appropriate technical and organisational safeguards to prevent unauthorised access, disclosure, loss, or misuse of the Licensed Data, consistent with applicable data protection legislation. 6.3 Access Control Access to the Licensed Data shall be limited to personnel who require access for the Permitted Purpose and who are bound by confidentiality obligations. 7. LIABILITY The Licensed Data is provided “as is” without warranties of any kind. The University shall not be liable for any loss arising from use of the Licensed Data, except as required by law. The University’s total aggregate liability under this Agreement shall not exceed £1,000, excluding liability for death or personal injury caused by negligence. 8. TERMINATION 8.1 Termination for Breach The University may terminate this Agreement upon material breach by the Data User. 8.2 Termination Without Cause Either Party may terminate this Agreement on one (1) month’s written notice. 8.3 Effect of Termination Upon termination, the Data User shall immediately cease use of the Licensed Data and permanently delete or destroy all copies, certifying completion of such deletion upon request. 9. GENERAL This Agreement constitutes the entire agreement between the Parties. It shall be governed by and construed in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction. SIGNATURES For and on behalf of the University Signed: __________________________ Name: Title: Date: For and on behalf of the Data User Signed: __________________________ Name: Title: Date: