CBD-RAW-SC-VDJ-B: 10X Single-Cell VDJ BCR

COMBAT DAA

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) [the data user] whose [office] is at [location] (the “Data User”), each a “Party” and together the “Parties”. WHEREAS: (A) The University is leading a project known as COVID-19 Multi-omic Blood Atlas (COMBAT)’(the “Project”). (B) The purpose of the Project is to generate a high resolution atlas of the immune response to SARS-CoV-2 infection in peripheral blood. (C) The Data User wishes to have access to the Licensed Data (as defined below) and the University has agreed to provide the Licensed Data to the Data User on the terms and conditions of this Agreement. IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement the following terms have the following meanings: “Confidential Information” means the terms and conditions of this Agreement, any confidential information relating to the University, details concerning the Project, the Contributors and the content of the Project Database; “Contributor” means a contributor of data to the Project Database; “Licensed Data” means the category of data, drawn from the Project Database, which the University will make available to the Data User, as set out in Schedule 1; “Permitted Purpose” means the sole purpose for which the Data User is permitted to use the Licensed Data and any Update, as set out in Schedule 2; “Project Database” means the central database of information created by the University, as part of the Project, from data collated from Contributors and otherwise; “Replacement Entity” has the meaning given in clause 9.1; “Term” means the period during which this Agreement has effect, being the period from the date of this Agreement until the cessation of work related to the Permitted Purpose or the date on which this Agreement is terminated, in either case in accordance with clause 8 below; and “Update” means any update to the Licensed Data issued by the University to the Data User from time to time. 2. LICENSE AND RESTRICTIONS 2.1 In consideration of the obligations accepted by the Data User under this Agreement, the University grants to the Data User during the Term a non-exclusive, personal and non-transferable licence of the Licensed Data and the Updates strictly for the Permitted Purpose. 2.2 Where applicable, risk in the physical media (if any) on which any Licensed Data or any of the Updates are recorded shall pass to the Data User on delivery. Without prejudice to any other provision of this Agreement, the Data User shall be solely responsible and primarily liable for all use of the Licensed Data and/or Updates provided to the Data User. 2.3 The Data User must not: (a) use the Licensed Data and/or the Updates other than for the Permitted Purpose in strict conformity with this Agreement and any other reasonable instructions of the University; (b) except for the Permitted Purpose (or as permitted by law) alter, modify, adapt, delete, add to or translate the whole or any part of the Licensed Data or any of the Updates, nor permit the whole or any part of the Licensed Data or any of the Updates to be combined with or become incorporated with any other data or within any other computer program(s) or database of any kind, nor decompile, disassemble or reverse engineer the same nor attempt (or permit any third party to attempt) to do any such thing; (c) except as may be strictly necessary for carrying out the Permitted Purpose, provide or otherwise make available Licensed Data or any of the Updates to any third party or allow use of it or them by or on behalf of any third party, in whole or in part, whether by way of sale, resale, loan, transfer, hire or any other form of exploitation; (d) unless otherwise expressly agreed in writing by the University, make Licensed Data or any of the Updates (or allow either of the same to be made) available online, in whole or in part, via the internet or on any intranet; (e) remove any reference to the University or any Contributor or the Project which may be incorporated into or accompany the Licensed Data when provided to the Data User or which may be incorporated into the Licensed Data pursuant to clause 2.4(a); or (f) attempt to identify any identifiable living or deceased individual from the Licensed Data. 2.4 The Data User shall: (a) in making any use of the Licensed Data pursuant to the Permitted Purpose or as otherwise agreed by the University, display a notice in a form approved by the University acknowledging the University and, as required by the University, the Project, the Project funder(s) (as set out in Schedule 4) and the Contributors as the source of the Licensed Data; and (b) only use the Licensed Data and/or any Updates in the format in which they are provided or made available by the University, subject to the provisions of clause 2.3 and clause 6. 2.5 The Data User shall be responsible for ensuring that it has (and for configuring) the telecommunications and other equipment and software (including security and virus-checking software), with appropriate licences, necessary in order safely and securely to receive, access and use the Licensed Data and any Updates for the Permitted Purpose. 2.6 The Data User shall: (a) comply with all applicable laws and regulations from time to time in relation to the use of the Licensed Data and/or the Updates; (b) not by itself or with others participate or encourage the participation in any illegal, deceptive, misleading or unethical practice, including, but without limitation, disparagement of the Licensed Data and the Updates or any other practices which may be detrimental to the same or the University or any Contributor; and (c) notify the University promptly of any inaccuracies, errors or malfunctions in the Licensed Data or the Updates which come (or should reasonable come) to its attention. 2.7 All rights not expressly granted to the Data User under this Agreement are reserved to the University and/or its third party licensors, and the Data User shall make no use of the Licensed Data except as expressly permitted by this Agreement. The Data User shall permit the University to take such steps as the University reasonably considers appropriate to monitor compliance with the terms of this Agreement, and shall co-operate fully with the University in relation to such monitoring. 2.8 The Data User shall promptly submit reports on completion of the Data User’s project / Permitted Purpose and any other information reasonably requested by the University to evidence the work undertaken by the Data User in connection with the Permitted Purpose. 3. UNIVERSITY OBLIGATIONS 3.1 The University shall use its reasonable endeavours: (a) subject to the Data User’s continued compliance with its obligations under this Agreement, to provide or make available to the Data User access to the Licensed Data throughout the Term; and (b) give the Data User reasonable advance written notice of (i) any change in the format of the Licensed Data, (ii) any change in delivery medium and (iii) any intention to delete any datasets from the Licensed Data. 3.2 The University shall use its reasonable endeavours to provide Updates as it considers appropriate during the Term. 3.3 The University shall use reasonable endeavours to notify the Data User of any material errors or faults in the Licensed Data or the Updates which may come to the University’s attention, and (where reasonably appropriate and feasible) to rectify the same. The Data User shall take all such action as the University may require in relation to such error or fault. 4. COMPOSITION OF THE LICENSED DATA AND UPDATES 4.1 The selection and arrangement of the contents of the Licensed Data and the Updates is made by the University (and/or collaborating third parties) in its sole discretion. The University reserves the right at any time, without liability to the Data User, to alter, withdraw or delete any item from the Licensed Data or the Updates if, for example (but without limitation): (a) the University no longer retains the right to publish or allow it to be used; (b) the University is so required by any judicial, governmental or administrative decision, rule or order; (c) in the University’s sole discretion, the University believes that there is at least a reasonable chance that publication or use of it would amount to an infringement of copyright, database right, defamation or any other unlawful act; or (d) the item in question relates to a discontinued line of data within the Project Database or is otherwise out of date or redundant. 4.2 Notifications or alterations to the Licensed Data shall be made in the Updates. On receipt of such Update, the Data User shall promptly (and as appropriate) download the Update and/or follow any instructions supplied with or contained in such Update. The University shall not be liable for any use that the Data User may make of any discontinued or superseded element of the Licensed Data after the release of the Update in question and the Data User shall indemnify and hold harmless the University from and against any claims that may be made by third parties on account of the use made by the Data User of a discontinued or superseded element of the Licensed Data. 5. INTELLECTUAL PROPERTY 5.1 All intellectual property rights (including, without limitation, copyright and database right and all similar rights throughout the world) in the Licensed Data and/or the Updates are and shall remain at all times the property of the University, the Contributors and/or its/their licensors. 5.2 The Data User shall promptly notify the University of: (a) any unlicensed or other unauthorised use of the whole or any part of any of the Licensed Data or the Updates (whether by the Data User or the Data User’s employees, agents or any third party) which comes to (or should reasonably come to) its attention; and (b) any allegation by any person that the use of the whole or any part of any of the Licensed Data or the Updates infringes the rights of any third party and will assist the University in taking all steps to defend the University’s or its licensors’ rights in the same. 6. CONFIDENTIALITY AND DATA SECURITY 6.1 The Data User undertakes to keep the Licensed Data, the Updates, any data derived from the Licensed Data and/or the Updates and all other Confidential Information strictly confidential and only to use or disclose the same strictly in accordance with the Permitted Purpose (or as may be required by law or a court of competent jurisdiction). 6.2 The Data User shall take appropriate technical and organisational measures against the unauthorised or unlawful processing and/or use of the Licensed Data, the Updates, any data derived from the Licensed Data and/or the Updates and all other Confidential Information, or processing or use beyond the scope of the Permitted Purpose, and against the accidental loss or destruction of, or damage to, such data and information. 6.3 The measures referred to at clause 6.2 shall include those set out in Schedule 3; and shall reflect among other things: (a) the extent to which the data and/or information includes personal data and/or sensitive personal data as defined in the Data Protection Act 2018 (as amended); and (b) any other applicable statutory or other legal requirements in relation to data security. 6.4 The Data User shall restrict access to the Licensed Data, the Updates, any data derived from the Licensed Data and/or the Updates and all other Confidential Information to such of its employees who strictly need to access to such data and/or information to undertake the Permitted Purpose, and shall ensure that all such employees are informed of the confidential nature of such data and/or information and the importance of processing it securely. 7. LIABILITY 7.1 Although the University endeavours to use reasonable care in generating, compiling, publishing and providing the Licensed Data and any Updates, the liability of the University for any content (or the use of such content) and any errors, omissions or inaccuracies in such Licensed Data and/or Updates, for whatever reason, is limited as set out in this clause 7. 7.2 Data and information contained in the Project Database, the Licensed Data and/or the Updates are often provided by third parties; and may as a result, or in any event, contain errors, omissions or inaccuracies. Furthermore, such data and information may be affected by circumstances that it may not have been possible to take into account in the generation, compilation, publication and provision of the Licensed Data and/or Updates and cannot be guaranteed to be free from errors, omissions and/or inaccuracies. Accordingly, the University cannot and will not accept liability for any loss arising as a result of any reliance placed on the data or information contained within the Licensed Data and/or the Updates. 7.3 Notwithstanding anything else contained in this Agreement, the University shall not be liable to the Data User for: (i) loss of profits or contracts, loss of business or anticipated savings, the cost of substitute services or products, statutory penalties or indirect or consequential loss, in each case whether arising from negligence, breach of contract or howsoever caused whether such loss is foreseeable, foreseen or unknown; (ii) any loss or damage arising from the Data User’s failure to ensure software compatibility with the Data User’s hardware and other software or to carry out appropriate virus checks; or (iii) any loss or damage arising from the Data User’s failure to use the Licensed Data and/or updates strictly in accordance with any instructions set out or made available by the University. 7.4 If notwithstanding the provisions of clauses 7.1, 7.2 and 7.3, the University is held to be liable to the Data User for any reason, the University’s aggregate liability to the Data User under this Agreement (whether arising from negligence, breach of contract or otherwise) shall not (subject to clause 7.5) exceed one thousand pounds sterling (£1,000). 7.5 The University does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of the University, its employees, agents or authorised representatives. 7.6 Both parties acknowledge and agree that the limitations and exclusions of liability set out in this clause 7 are reasonable and have been agreed taking into account the fees payable (or not payable) under this Agreement, the nature of the Licensed Data and the Updates and the manner of their collection, and the intended uses of the Licensed Data and the Updates by the Data User. 8. TERMINATION 8.1 This Agreement may be terminated by the University (with termination taking effect on the expiration of the notice period specified by the University) if: (a) the Data User commits any material breach or persistent breach of any of the terms of this Agreement and (in the case of a breach capable of being remedied) shall have failed within fourteen (14) days after the receipt of a written request from the University to remedy the same; (b) the Data User is unable to pay its debts as they fall due or is the subject of a bankruptcy petition or enters into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver, manager, administrator or administrative receiver appointed of its assets or ceases for any reason to carry on business. 8.2 This Agreement may be terminated without cause by either party giving one (1) month’s notice in writing to the other, such termination to take effect on the expiration of the one (1) month notice period. 8.3 On termination of this Agreement for any reason: (a) all rights and obligations of the parties (other than any accrued rights of action and liabilities or obligations which expressly or by implication are to come into or continue in force on or after termination of this Agreement including, without limitation, clauses 5 and 6) shall automatically cease and terminate; and (b) unless otherwise agreed in writing by the University, the Data User shall immediately cease all use of any Licensed Data and/or the Updates and delete all Licensed Data and Updates (and any data derived from the same) from the Data User’s servers and will, at the University’s option, erase, delete or otherwise destroy or return to the University all copies of them in whatever format and certify to the University that this has been done. 8.4 The Data User shall promptly delete any item of Licensed Data, the Updates and/or data derived from the same if requested to do so by the University acting on legal advice (such obligation to survive termination of this Agreement). 9. GENERAL 9.1 The Parties acknowledge that the running of the Project may transfer from the University to another entity (the “Replacement Entity”). In such circumstances, each of the Parties will promptly execute such agreements and take such steps as are necessary to novate the rights and obligations of the University to the Replacement Entity. 9.2 Each of the Parties warrants and undertakes to the other that it has full capacity, power and authority to enter into and perform this Agreement and that this Agreement constitutes valid and binding obligations on it in accordance with its terms. 9.3 For the avoidance of doubt, nothing in this Agreement shall constitute or create an agency, partnership, joint venture or employment or worker relationship between the Parties. 9.4 Each Party shall at all times act in good faith towards the other and undertakes not to do anything that would or may bring the other into disrepute or damage its reputation. 9.5 The Parties will provide all reasonable co-operation to each other in relation to any request under the Freedom of Information Act 2000 (“FOIA”) to disclose any information which relates to the other. If either Party (being a public authority) receives such a request under the FOIA (the “Receiving Party”), it will notify the other party (the “Other Party”) and will consult with the Other Party. The Other Party will respond to the Receiving Party within seven (7) days after receiving the Receiving Party’s notice if that notice requests the Other Party to provide information to assist the Receiving Party to determine whether or not an exemption in the FOIA applies to the information requested under the FOIA. 9.6 Neither Party shall be liable for any failure to fulfil its obligations under this Agreement caused by circumstances beyond its reasonable control, provided that the Party has made all reasonable efforts to fulfil its obligations under this Agreement. 9.7 This Agreement sets out the entire agreement and understanding between the Parties in respect of the subject matter of this Agreement. 9.8 The Data User may not without the prior written consent of the University, assign, sub-license, sub-contract or otherwise transfer to any third party any of its rights or obligations under this Agreement. 9.9 The Parties agree that no rights in favour of any third party shall be created by this Agreement by virtue of the Contracts (Rights of third Parties) Act 1999. 9.10 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the law of England and Wales; and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). SIGNED to acknowledge agreement to the above terms For and on behalf of the University: Signed: Name: Title: Date: By or for and on behalf of the Data User: Signed: Name: Title: Date: