WGS on patients 1-4, study of metastatic prostate cancer

Data use agreement for metastatic prostate cancer study samples

DATA USE AGREEMENT(UoM SUPPLYING DATA FOR INTERNAL RESEARCH USE - NO FEE)THIS AGREEMENT is executed on the _________ day of ________________________ 20_____BETWEENTHE UNIVERSITY OF MELBOURNE (ABN 84 002 705 224) of Parkville, Victoria 3010, a body politic and corporate established in 1853 and constituted under the University of Melbourne Act 2009 (Vic)(the University)ANDTHE RECIPIENT SPECIFIED IN ITEM 1 OF THE SCHEDULE(the Recipient)RECITALSA. The Recipient has requested certain Data from the University for the Purpose.B. The University has agreed to make the Data available on the terms and conditions set out in this Agreement.IT IS AGREED AS FOLLOWS1.DEFINITIONS1.1In this Agreement, unless the context otherwise requires: 1.1.1Agreement means this agreement together with any schedules or annexures and any amendments made in accordance with this agreement.1.1.2Business Day means a day that is not a Saturday, Sunday or a University holiday as indicated on the University calendar as amended from time to time.1.1.3Confidential Information of a Party (Disclosing Party) means and includes all unpatented inventions, ideas, know-how, concepts, trade secrets, processes, techniques, software, products and all other unregistered or unpatented intellectual property, financial and business information and all other commercially valuable information of the Disclosing Party, in any form, which is by its nature confidential or which is designated by the Disclosing Party as confidential to it and all copies, notes and records and all related information generated by using such information. Confidential Information excludes or, as the case requires, ceases to include, information that is or becomes:(i)after the date of its disclosure by the Disclosing Party to the other Party (Receiving Party), properly available to the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party;(ii)at the date of its disclosure by the Disclosing Party to the Receiving Party, already properly in the possession of the Receiving Party in written form otherwise than by prior confidential disclosure from the Disclosing Party;(iii)available to the public other than as a result of a breach of confidentiality by the Receiving Party or its permitted disclosees; or(iv)demonstrated by the Receiving Party to be independently developed by an employee or agent of the Receiving Party having no knowledge of such information the subject of the disclosure.1.1.4Derivatives means Intellectual Property: (a) subsisting in any improvements, or modifications to the Data; and (b) arising from the Recipient's use of the Data that the Recipient develops.1.1.5Disclosing Party has the meaning given to it in the definition of 'Confidential Information'.1.1.6End Date means the date listed in item 2 of the Schedule.1.1.7Intellectual Property means all rights resulting from intellectual activity whether capable of protection by statute, common law or in equity and including copyright, discoveries, inventions, patent rights, registered and unregistered trade marks, design rights, circuit layouts and plant varieties and all rights and interests of a like nature including but not limited to methods and techniques, together with any documentation relating to such rights and interests whether registered or unregistered and existing in Australia or elsewhere in the world and whether created before or after the date of this Agreement.1.1.8Data means the Data and related information supplied by the University as detailed in item 3 of the Schedule.1.1.9Notice means any notice, demand, consent or other communication whatsoever given or made under this Agreement and must be in writing.1.1.10Parties means the parties to this Agreement and their respective successors and permitted assignees, and 'Party' means any one of them.1.1.11Purpose means the purpose as described in item 4 of the Schedule.1.1.12Receiving Party has the meaning given to it in the definition of 'Confidential Information'.1.1.13Start Date means the date on which the Data or the University's Confidential Information are first provided to the Recipient.1.1.14Term means the period from the Start Date to the End Date.1.2The following rules apply unless the context requires otherwise:1.2.1Headings are for convenience only and do not affect interpretation.1.2.2The singular includes the plural and conversely.1.2.3A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.1.2.4A reference to a clause, schedule or annexure is a reference to a clause of, or a schedule or annexure to, this Agreement.2.SUPPLY OF DATA2.1The University has agreed to make the Data available to the Recipient for the Purpose on the terms and conditions set out in this Agreement, subject to any approvals the University requires from third parties.2.2The Recipient has agreed to use and protect the Data on the terms and conditions set out in the Agreement, including any special conditions set out in the Schedule, which will prevail over the other terms and conditions of this Agreement to the extent of any inconsistency.2.3Immediately this Agreement ends or following an unremedied breach of this agreement by the Recipient, the Recipient will at the request of the University either return to the University or destroy any and all Data provided to the Recipient under this Agreement.3.RIGHTS OF THE UNIVERSITYNothing in this Agreement prevents the University from exploiting the Data or distributing the Data to any third party, including both profit and non-profit organisations.4.PROTECTION OF THE DATA4.1The Recipient will:4.1.1use appropriate safeguards to prevent use or disclosure of the Data other than as provided for by this Agreement.4.1.2develop, implement, maintain and use appropriate administrative, technical and physical safeguards to preserve the integrity and confidentiality of and to prevent non-permitted or violating use or disclosure of any Data which is transmitted electronically. Recipient will document and keep these safeguards current.4.1.3mitigate, to the extent practicable, any harmful effect that is known to Recipient of a use or disclosure of any Data by Recipient in violation of the requirements of this Agreement.4.1.4report to the University, in writing, any use and/or disclosure of the Data that is not permitted or required by this Agreement of which Recipient becomes aware. Such report shall be made as soon as reasonably possible but in no event more than five (5) business days after discovery by Recipient of such unauthorised use or disclosure. This reporting obligation shall include breaches by Recipient, its employees, subcontractors and/or agents. Each such report of a breach will: (i) identify the nature of the non-permitted or violating use or disclosure; (ii) identify the Data used or disclosed; (iii) identify who made the non-permitted or violating use or disclosure; (iv) identify who received the non-permitted or violating use or disclosure; (v) identify what corrective action Recipient took or will take to prevent further non-permitted or violating uses or disclosures; (vi) identify what Recipient did or will do to mitigate any deleterious effect of the non-permitted or violating use or disclosure; and (vii) provide such other information as University may reasonably request.4.1.5not identify or attempt to identify the individuals whose information appears in the Data. Recipient will not contact or attempt to contact the individuals whose information appears in the Data.5.USE OF THE DATA 5.1The Recipient:5.1.1acknowledges that the Data are experimental in nature;5.1.2must only use the Data for the Purpose;5.1.3must ensure that the Data are only used in experimental work in the Recipient's laboratories;5.1.4must not use the Data or Derivatives for diagnosis or treatment purposes in humans;5.1.5must comply with all applicable Federal, State and local laws and appropriate standards in relation to the use of the Data including, but not limited to, privacy, animal welfare laws and regulations;5.1.6must ensure that all necessary and relevant ethics clearances and regulatory approvals are in place for the Purpose before using the Data and comply with such approvals at all times;5.1.7must treat the Data as Confidential Information of the University;5.1.8must not use the Data for any profit making or commercial purposes;5.1.9accepts sole responsibility and liability for Recipient's use the Data and Derivatives, will use the Data and Derivatives at its own risk, and must obtain and maintain adequate insurance in respect of its use of the Data and Derivatives;5.1.10indemnifies the University and its trustees, officers, staff, students, contractors, representatives and agents against all loss, liability, damage, (whether to persons or property), costs and expenses (including without limitation legal expenses), claims, demands, suits or other actions arising out of the Recipient's handling, use and disposal of the Data and Derivatives; and5.1.11acknowledges and agrees that to the extent permitted by law, the University excludes all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular use, safety or quality in relation to the supply of the Data. The University makes no representation and provides no warranty that the use of the Data will not infringe any patent or other Intellectual Property right of any other person.6.OBLIGATIONS OF THE RECIPIENT6.1The Recipient must not:6.1.1assign its rights under this Agreement; 6.1.2transfer, sell, disseminate, disclose or otherwise distribute the Data to any third party other than Recipient researchers who are directly involved in the Purpose without the University's prior written consent; or6.1.3use the University's name or logo without the prior written consent of the University6.2The Recipient must:6.2.1at the expiration or termination of this Agreement and at its own cost, return or dispose of all remaining Data as instructed by the University;6.2.2notify the University promptly of all results generated using, or incorporating, the Data or the University's Confidential Information (including Derivatives); and6.2.3provide the University with regular reports on the progress of the work undertaken using the Data or the University's Confidential Information.7.INTELLECTUAL PROPERTY7.1The Data and any Intellectual Property subsisting in or in relation to them are the property of the University.7.2The University grants the Recipient a non-exclusive, royalty-free licence to use the Data for the Purpose only.7.3Ownership of any Derivatives will be determined in good faith depending upon the proportion of each Party's relative contributions to their development. Notwithstanding the foregoing, the Derivatives shall be owned by the University to the extent that the Derivatives incorporate the Data or the University's Confidential Information.7.4To the extent that the Recipient owns the Derivatives, the Recipient grants the University a non-exclusive, non-transferable worldwide, irrevocable, royalty-free licence to use the Derivatives for internal non-commercial purposes.7.5To the extent that the University owns the Derivatives, the University grants the Recipient a non-exclusive, non-transferable worldwide, royalty-free licence to use the Derivatives for the Recipient's internal non-commercial purposes.7.6Other than as expressly permitted pursuant to this Agreement, neither Party may use or deal with the Derivatives without the prior approval and consent of the other Party.8.PUBLICATION8.1The University acknowledges that the Recipient may wish to publish or otherwise publicly disclose results generated using, or incorporating, the Data ('Publication'). However, the Recipient must obtain the University's prior approval to any Publications in accordance with this clause 8. Such approval will not be unreasonably withheld.8.2If the Recipient proposes to publish or publicly present material incorporating Results in a way that incorporates the Data or secondary analysis of the Data, The Recipient must:8.2.1acknowledge the University as the source of the Data in any publications;8.2.2if it is appropriate to do so, name University researchers as authors in any publications;8.2.3not disclose any personal information contained in the Data despite any other provision contained in this Agreement;8.2.4not release, publish or disclose any findings or information derived from the Data if such findings contain any combination of data elements that might allow for identification or the deduction of a study participant's identity; and8.2.5subject any findings or manuscripts arising from its use of the Data for public release (e.g. abstracts, presentations, publications) to a stringent review to ensure that individual study participants cannot be identified. 8.3The Recipient must provide to the University, in confidence, an advance copy of any Publication at least one (1) month prior to any public disclosure or submission for publication. The University must reply in writing within one (1) month of receipt of a proposed Publication stating whether it approves or does not approve the Publication. The University must not withhold such approval unless it reasonably believes that the Publication:8.3.1could harm, prejudice or in any other way injure the interest which the University may have in the Data or Derivatives; or8.3.2discloses the University's Confidential Information.8.4If the University does not provide comments within thirty (30) days, it will be taken to have consented to the publication.8.5The Recipient agrees to acknowledge the University as the source of the Data in any Publications using or referring to the data.9.CONFIDENTIALITY9.1When receiving Confidential Information, the Receiving Party must:9.1.1keep all Confidential Information of the Disclosing Party confidential unless strictly required otherwise by law;9.1.2limit access to those of its employees or agents reasonably requiring the Confidential Information for the Purpose on a strictly need to know basis;9.1.3not use the Confidential Information in any way other than for the Purpose or as otherwise contemplated by this Agreement without the prior written permission of the Disclosing Party;9.1.4ensure that all employees, students or agents to whom the Confidential Information is disclosed are bound to keep the Confidential Information confidential and not to use the Confidential Information except for the Purpose; and9.1.5immediately notify the Disclosing Party of any disclosure required by law.9.2At any time upon the written request of the Disclosing Party, the Receiving Party must, at its own expense, promptly destroy or return to the Disclosing Party any documents which embody the Disclosing Party's Confidential Information. The Receiving Party may retain:9.2.1one copy of the foregoing documents in a secure location for record-keeping purposes only; and9.2.2copies of the foregoing documents to the extent required by any applicable laws.The Receiving Party shall not be required to delete or destroy any electronic back-up tapes or other electronic back-up files that have been created solely by their automatic or routine archiving and back-up procedures, to the extent created and retained in a manner consistent with its or their standard archiving and back-up procedures10.TERM AND TERMINATION10.1This Agreement commences on the Start Date and, unless extended or terminated earlier in the manner set out in this Agreement, will remain in effect for the Term.10.2A Party may terminate this Agreement if the other Party is in default of the terms and conditions of this Agreement and fails to take action to remedy the default within 30 days after Notice from the Party requiring the remedy of the default.11.GENERAL PROVISIONS11.1Governing Law. This Agreement is governed by the laws of the State of Victoria, Australia. The Parties submit to the jurisdiction of the courts of the State of Victoria and any courts which may hear appeals from those courts. 11.2Entire Agreement. This Agreement constitutes the entire agreement between the Parties in connection with its subject matter and supersedes all prior oral or written representations and agreements.11.3Amendment. This Agreement may only be amended in writing and signed by the Parties.11.4Dispute. A Party claiming that a dispute has arisen under this Agreement ('Dispute') must notify the other Party giving written details of the Dispute. The Parties agree to negotiate in good faith on a commercially realistic basis to resolve the Dispute and will refer resolution of the Dispute to officers within each Party who are authorised to hear the Dispute before commencing any legal proceedings in relation to the Dispute. Any Dispute which cannot be settled between the Parties within a reasonable time must be referred for determination by a person appointed for that purpose by the Parties and failing agreement, appointed by the President of the Institute of Arbitrators and Mediators Australia (Victorian Division). Any determination made under this clause 10.4 is binding on the Parties and the Commercial Arbitration Act 2011 (Vic) applies to the determination except to the extent otherwise agreed by the Parties. Nothing in this clause 10.4 will prevent a Party from seeking urgent interlocutory relief.11.5Severance. If any provision of this Agreement is invalid or unenforceable, such provision shall be deemed deleted but only to the extent necessary and the remaining provisions of this Agreement shall remain in full force and effect.11.6Waiver. A Party's failure to exercise or delay in exercising a right, power or remedy does not operate as a waiver of that right, power or remedy and does not preclude the future exercise of that right, power or remedy. To be effective, a waiver of a right, power or remedy must be in writing and signed by the Party granting the waiver.11.7Relationship of the Parties. The Parties are independent contracting parties, and nothing in this Agreement shall make any Party the agent or representative of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.11.8Notice. Notices must be in writing and signed by a duly authorised person. Notices to or by a Party delivered in person are deemed to be given by the sender and received by the addressee when delivered to the addressee: if by domestic post, 3 Business Days from and including the date of postage; if by international post, 10 Business Days from and including the date of postage; or if by facsimile, when transmitted to the addressee provided that if transmission is on a day which is not a Business Day or is after 5.00pm (addressee's time) on the next Business Day.11.9Force Majeure. The Parties will not be liable for the consequences of any delay or failure to perform its duties under this Agreement where such delay or failure is due to any event beyond that Party's reasonable control, including without limitation, acts of God, fire, flood, accident, terrorism, strike and riot. 11.10Survival. The obligations in clauses 4 5.1.4, 5.1.7, 5.1.8, 5.1.10, 7, 8 and 9 survive termination or expiration of this Agreement, along with any other clause which by its nature survives termination or expiration.11.11Counterparts. This Agreement may be executed in counterparts. EXECUTED AS AN AGREEMENTSIGNED for and on behalf of THE UNIVERSITY OF MELBOURNE in the presence of:________________________Signature of authorised person________________________Office held________________________Name of authorised person (block letters)________________________Signature of Witness ________________________Name of Witness (block letters))SIGNED for and on behalf of THE RECIPIENT in the presence of:________________________Signature of authorised person________________________Office held________________________Name of authorised person (block letters)________________________Signature of Witness ________________________Name of Witness (block letters))[The last Party to sign the Agreement must complete the date field on the first page. If the Agreement is signed by counterparts, both Parties must complete the date field on the first page and the later of the two dates shall be taken as the date of the Agreement.]