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Genentech Data Access Agreement for Academic Institutions

DSC: Academic Data Access Agreement vMar2021 1GENENTECH DATA ACCESS COMMITTEEDATA ACCESS AGREEMENTThis Data Access Agreement (“Agreement”) between Genentech, Inc. (“Genentech”) andUser andUser Institution (as defined below) governs the terms on which access will begranted to thegenotype data obtained from Genentech.In signing this Agreement, User and User Institution agree to be bound by the terms andconditions of access set out in this Agreement.For the sake of clarity, the terms of access set out in this Agreement shall governactivities conducted by the User and the User Institution (as defined below). UserInstitution and User are referred to within the Agreement as “You” and “Your” forconvenience only.Definitions:gRED means Genentech Research and Early Development.Data means all and any human genetic data generated by gRED and requested by User throughsubmission of an Application for Access to Genotype Data and obtained from Genentech under theterms of this Agreement.Data Subject means a person, who has been informed of the purpose for which the Data is heldand has given his/her informed consent thereto.User means a researcher who has requested Data by submitting an Application for Access toGenotype Data to gRED and whose User Institution has previously completed this Data AccessAgreement withrespect to such Data and has received acknowledgement of its acceptance.Publications means, without limitation, articles published in print journals, electronic journals,reviews, books, posters and other written and verbal presentations of research.User Institution means the organization at which the User is employed, affiliated or enrolled.Genentech Data Access Committee means members of the gRED organization that areresponsible for making the data access decisions for the genotype data generated by gRED.Terms and Conditions:In signing this Agreement:1. You agree to use the Data only for the advancement of medical research.2. You agree not to use the data for the creation of products for sale or for any commercial purpose.3. You agree to preserve, at all times, the confidentiality of Data pertaining to Data Subjects. Inparticular, You undertake not to use, or attempt to use the Data to compromise or otherwise infringethe confidentiality of information on Data Subjects and their right to privacy.DSC: Academic Data Access Agreement vMar2021 24. You agree not to attempt to link the Data provided under this Agreement to any other data sourceon the same samples or to link the Data to any person or otherwise identify any Data Subject fromthe Data.5. You agree not to transfer or disclose the Data, in whole or part, or any identifiable material derivedfrom the Data, to others, except as necessary for data/safety monitoring or programmanagement.Should You wish to share the Data with a collaborator outside the same Institution, the third partymust make a separate application for access to the Data.6. You agree to use the Data for the approved purpose and project described in your Application forAccess to Raw Exome Sequencing and/or RNA Sequencing Data; use of the Data for a newpurpose or project will require a new application and approval. You agree to restrict your use of theData to the analysis of somatic mutations and/or gene expression level only; use of these data toinfer genotype is not permitted.7. You agree that publication of Your purpose, project, and results is restricted for a one (1) year periodstarting from the publication date of the Genentech publication referencing the Data deposit. Youwill be free to publish the results of the research using the Data for the approved purpose after theone (1) year period has expired. You will not publish the Data, but will refer to the original Data depositby Genentech and agree to acknowledge in any such publication that the research makes use ofData generated by Genentech.8. You accept that Genentech:(a) bears no legal responsibility for the accuracy or comprehensiveness of the Data; and(b) accepts no liability for indirect, consequential, or incidental, damages or losses arisingfrom use of the Data, or from the unavailability of, or break in access to, the Data forwhatever reason.9. You understand and acknowledge that the Data is protected by copyright and other intellectualproperty rights, and that duplication, except as reasonably required to carry out Your research withthe Data, or sale of all or part of the Data on any media is not permitted.10. You recognize that nothing in this Agreement shall operate to transfer to the User Institution anyintellectual property rights relating to the Data.11. You agree that You will submit a report to the Genentech Data Access Committee, if requested, oncompletion of the approved purpose. The Genentech Data Access Committee agrees to treat thereport and all information, data, results, and conclusions contained within such report as confidentialinformation belonging to the User Institution.12. (a) You agree to use the Data in accordance with all applicable laws, including but not limited toapplicable data privacy laws.(b)The Genentech Data Access Committee reserves the right to request and inspect datasecurity and management documentation to ensure the adequacy of data protectionmeasures.13. This Agreement shall be effective as of the date of the last party to sign below (“Effective Date”) andshall terminate three (3) years after the Effective Date, unless terminated sooner pursuant to Section14 below. Upon termination, You will be required to destroy any Data held.14. You accept that this Agreement will terminate immediately upon any breach of this Agreement byYou. Either party may terminate this Agreement upon thirty (30) days written notice for any reason.The following Sections of this Agreement shall survive its expiration or termination:DSC: Academic Data Access Agreement vMar2021 3Sections 1 – 10, 12(a), and 14-1715. Nothing herein shall create any association, partnership, joint venture, fiduciary duty or the relationof principal and agent between the parties hereto, it being understood that each party is actingas an independent contractor, and neither party shall have the authority to bind the other or theother’s representatives in any way.16. Except as required by law or permitted under Section 7, neither party shall use or refer to thisAgreement in the public media, or use the names or marks of the other party without express priorwritten permission.17. This Agreement may be executed by the parties hereto in separate counterparts, each of whichwhen so executed and delivered shall be deemed an original, but all such counterparts shalltogether constitute one and the same agreement. The parties agree that execution of thisAgreement by exchanging facsimile, PDF, or e-Signature (as defined below) signatures shall havethe same legal force and effect as the exchange of original signatures. Pursuant to this Agreement,e-Signatures shall mean a signature that consists of one or more letters, characters, numbers orother symbols in digital form incorporated in, attached to or associated with the electronicdocument, that (a) is unique to the person making the signature; (b) the technology or processused to make the signature is under the sole control of the person making the signature; (b) thetechnology or process can be used to identify the person using the technology or process; and (d)the electronic signature can be linked with an electronic document in such a way that it can beused to determine whether the electronic document has been changed since the electronicsignature was incorporated in, attached to or associated with the electronic document. The writtenform shall be required to make changes to this clause as well.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by theirrespective duly authorized representatives as set forth below.Genentech, Inc. For and on behalf of User Institution:(Institutional or Administrative Authority)Signature: Signature:Print Name: Print Name:Title: Title:Date: Date:Read and acknowledged by User/Applicant:Signature:Print Name:Title:Date: