Cord blood DNA duplex sequencing libraries using deepDLP

Barcelona, XX XXXX, 2020, (hereinafter, Effective Date). between Fundació Institut de Recerca Biomèdica (IRB BARCELONA) (hereinafter referred to as “IRB Barcelona”), a non-for-profit Spanish foundation with tax identification number G63971451, based in Barcelona, Spain, at c/Baldiri Reixac 10, duly represented by Margarida Corominas, acting in her capacity as Managing Director; and […] (hereinafter referred to as “Recipient”), a [NATIONALITY] entity with tax identification number […], based in […], duly represented by […], acting in his/her capacity as […]. each a Party and together the Parties. This agreement (the “Agreement”) is made on the last day of signature here below (the “Agreement Date”). BACKGROUND (A) IRB Barcelona is the owner or co-owner of certain human genetic data relating to the research article by [AUTHOR] entitled “[TITLE]” and published in [REF.], for which IRB Barcelona has received approval from the pertinent Ethics Committee (name of ethics committee) under the permission number XXX. (B) Pursuant to the request by the Recipient, IRB Barcelona has agreed to make the Data available to the Recipient exclusively for the research purposes described in the Appendix 1. OPERATIVE TERMS Definitions and Interpretation “User” means a researcher (or an individual conducting Research under the supervision of a researcher) who is employed by the Recipient and is bound by the terms and conditions of this Agreement. For the avoidance of doubt, “User” may also include students, visiting academics, contractors, sub-contractors or independent consultants provided that any such individual is bound by obligations no less onerous then those binding the Recipient’s employees. ‘”Data” means the human genetic data obtained by IRB Barcelona. “Data Subjects” means the individual to whom Data refers. “Project” means the research plan depicted in Appendix 1. Access to Data In consideration of IRB Barcelona agreeing to supply the Data to the Recipient, the Recipient agrees to be bound by the terms and conditions of this Agreement. The Recipient shall ensure that all Users are aware of and comply with the terms of the Agreement. Recipient shall only use Data for the advancement of non-commercial biomedical research as specified in the data application form provided by IRB Barcelona and attached hereto as Appendix 1. The Recipient agrees to only give access to Data, in whole or part, or any identifiable material derived from the Data, to Users. The Recipient agrees that before it gives any User access to Data, it shall first show the User a copy of this Agreement and shall inform the User that this person must comply with the obligations contained in this Agreement and sign up to the provisions of this Agreement in the form set out at the end of this Agreement. The Recipient shall provide IRB Barcelona with a copy of the User’s acceptance form within thirty (30) days of the date of acceptance by the User. The Recipient shall refer to IRB Barcelona all requests from third parties/persons not working under the direct supervision of the Recipient for supplies of the Data. The Recipient will update the list of User(s) to reflect any changes or departures in researchers, collaborators and personnel within 30 days of the changes made. This update can be sent by e-mail to this address: innovation@irbbarcelona.org. The Recipient must notify IRB Barcelona prior to any significant changes to the Project described in Appendix 1. This update can be sent by e-mail to this address: innovation@irbbarcelona.org. The Recipient will notify IRB Barcelona as soon as it becomes aware of a breach of the terms or conditions of this agreement, to this address: innovation@irbbarcelona.org. If requested, The Recipient will allow any applicable data security and management documentation to be inspected to verify that they are complying with the terms of this Data Access Agreement. Data protection and confidentiality Recipient agrees to protect the confidentiality of Data Subjects in any research papers or publications that they prepare by taking all reasonable care to limit the possibility of identification. Recipient agrees not to link or combine these Data to other information or archived data available in a way that could re-identify the Data Subjects, even if access to that data has been formally granted to the Recipient or is freely available without restriction. Parties recognize that any Data disclosed hereunder may constitute personal data as defined in the General Data Protection Regulation (EU) 2016/679, including personal data concerning health. Recipient will comply with all applicable laws, standards and regulations in using the Data. Recipient further agrees to not attempt to identify the Data Subjects, redistribute the Data, or any subset or derivative of the Data, that could be used to identify the Data Subject, or in any other way compromise or otherwise infringe the confidentiality of information on Data Subjects and their right to privacy. For the avoidance of doubt, Recipient will not perform any act that would lead to the re-identification of the individuals concerned, including by linking different sets of data, comparing and processing data. If Recipient wishes to obtain supplementary information in the course of the Project of Appendix 1, concerning the individuals whose Data have been used, the relevant data will be provided again in such a manner that Recipient cannot use the supplementary data to re-identify the individuals concerned. Upon IRB Barcelona’s first request, Recipient undertakes to no longer use Data for future research of individuals who have notified IRB Barcelona that they no longer wish for their personal data to be processed or who have requested for erasure of their data and, to the extent legally required, Recipient will erase the data concerned. Where required under applicable laws regulating cross-border transfers of Personal Data, including European data protection laws, the parties, or their affiliates, will execute any further agreements or undertakings required to enable the lawful transfer of Personal Data, including where appropriate the EU standard contractual clauses for transfers of Personal Data to non-EU data processors set out in European Commission Decision 2010/87/EC of 5 February 2010 available at: http://eurlex.europa.eu/LexUriServ/LexUriServ.do?uri=OJ:L:2010:039:0005:0018:EN:PDF or such standard contractual clauses as are then in force. The Recipient agrees that it shall take all reasonable security precautions to keep the Data confidential, such precautions to be no less onerous than those applied in respect of the Recipient’s own confidential information. Errors The Recipient agrees to notify IRB Barcelona of any errors detected in the Data. Ownership of the Data The Data and all intellectual property in them shall at all times remain the property of IRB Barcelona. Recipient agrees not to make intellectual property claims on these Data and not to use intellectual property protection in ways that would prevent or block access to, or use of, any element of these Data, or conclusion drawn directly from these Data. The Recipient and its Users shall have the right to develop Intellectual Property based on comparisons with their own data. The ownership on this novel Intellectual Property shall be discussed between IRB Barcelona and Recipient, based on the relative contribution of each Party. Recipient and User recognise that nothing in this agreement shall operate to transfer to the Recipient any intellectual property rights in the Data. Publications and reporting Recipient shall comply with the recognized ethical standards concerning publications and authorship, including the Uniform Requirements for manuscripts submitted to Biomedical Journals, established by the International Committee of Medical Journal Editors. Recipient shall provide IRB Barcelona with a copy of any Publication within two (2) weeks after the actual publication. The Recipient agrees to acknowledge in any work based in whole or part on the Data, the published paper from which the Data derives or reference to the research group in case IRB Barcelona indicates so, the version of the Data, and the role of IRB Barcelona in its distribution. The Recipient will also declare in any such work that those who carried out the original analysis and collection of the Data bear no responsibility for the further analysis or interpretation of it by the Recipient. The Recipient undertakes that the Data and Confidential Information will only be used by the Recipient and Users for the sole purpose of the academic research and will not be used for any commercial purpose or commercially sponsored research. Warranties The Recipient accepts and agrees that the Data are experimental in nature and that they are supplied by IRB Barcelona on an ‘as is’ basis. IRB Barcelona makes no representation and gives no warranty or undertaking in relation to them whatsoever and excludes all implied warranties to the fullest extent permitted by law; In particular, IRB Barcelona makes no representations or warranties, express or implied:  as to title, quality or fitness for a particular purpose or use of the Data; or  that the supply by IRB Barcelona or the use by the Recipient of the Data will not infringe the intellectual property rights of any third party. The Recipient warrants that, in relation to the Data and their use:  they will comply with all relevant legislation and regulations; and  they have obtained all necessary consents and ethical approvals. Liability IRB Barcelona accepts no liability for any loss of data, loss of profit, business or goodwill and all other indirect or consequential loss or damage suffered or incurred by the Recipient or by any other person arising from the supply of the Data or the use, keeping, or disposal of the Data. The Recipient shall defend, indemnify and hold IRB Barcelona, its officers, employees and agents harmless against any loss, claim, damage or liability including reasonable legal costs and fees (of whatsoever kind or nature) which may arise in connection with the Recipient’s breach of this Agreement or the use, keeping, production or disposal of the Recipient or on its behalf, unless caused by IRB Barcelona’s gross negligence or wilful act or omission. Term and Termination This Agreement shall take effect from the Agreement Date and will terminate upon completion of the Project depicted on Appendix 1 or early terminate on a Party giving 30 days’ prior written notice to the other; or upon breach by the Recipient or Users of any of the terms of this Agreement. Upon termination of this Agreement or upon service of notice of termination by a Party for any reason whatsoever, the Recipient shall discontinue its use of the Data and shall, in accordance with the directions of IRB Barcelona, at its own cost and expense destroy the Data or return it to IRB Barcelona. Miscellaneous The Recipient will do all such acts and execute such documents as are required by IRB Barcelona to give effect to the terms of this Agreement or to enable IRB Barcelona to enjoy the full benefit of this Agreement (including but not limited to ownership of the Data and the Intellectual Property contained in the Data). Recipient accepts that it may be necessary for IRB Barcelona or its appointed agent to alter the terms of this Agreement from time to time in order to address new concerns. In this event, IRB Barcelona or its appointed agent will contact Recipient to inform Recipient of any changes and Recipient agrees that Recipients continued use of the Data shall be dependent on the parties entering into a new version of the Agreement. The Recipient may not assign or transfer all or any of its rights or obligations under this Agreement without the prior written consent of IRB Barcelona. This Agreement is subject to the laws of Spain. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be solved by courts of Barcelona, Spain. This Agreement will be signed electronically by each Party.