G/TheFDP/DTUA/Form/0.md

http: thefdp.org/default/assets/File/Documents/dtua_feb_2019.pdf

FDP Data Transfer and Use Agreement (“{DefT.Agreement}”)

Terms and Conditions

{_Provider} shall provide the data set described in Attachment {Annex.Project.Xnum} (the “{DefT.Data}”) to {_Recipient} for the research purpose set forth in Attachment {Annex.Project.Xnum} (the “{DefT.Project}”). {_Provider} shall retain ownership of any rights it may have in the {_Data}, and {_Recipient} does not obtain any rights in the {_Data} other than as set forth herein.

2.sec

If applicable, reimbursement of any costs associated with the preparation, compilation, and transfer of the {_Data} to the {_Recipient} will be addressed in Attachment {Annex.Project.Xnum}.

3.sec

{_Recipient} shall not use the {_Data} except as authorized under this {_Agreement}. The {_Data} will be used solely to conduct the {_Project} and solely by {_Recipient_Scientist} and {_Recipient}’s faculty, employees, fellows, students, and agents (“{DefT.Recipient_Personnal}”) and {Def.Collaborator_Personnal.sec} (as defined in Attachment {Annex.Collaborator.Xnum}) that have a need to use, or provide a service in respect of, the {_Data} in connection with the {_Project} and whose obligations of use are consistent with the terms of this {_Agreement} (collectively, “{DefT.Authorized_Persons}”).

4.sec

Except as authorized under this {_Agreement} or otherwise required by law, {_Recipient} agrees to retain control over the {_Data} and shall not disclose, release, sell, rent, lease, loan, or otherwise grant access to the {_Data} to any third party, except {_Authorized_Persons}, without the prior written consent of {_Provider}. {_Recipient} agrees to establish appropriate administrative, technical, and physical safeguards to prevent unauthorized use of or access to the {_Data} and comply with any other special requirements relating to safeguarding of the {_Data} as may be set forth in Attachment {Annex.Data.Xnum}.

5.sec

{_Recipient} agrees to use the {_Data} in compliance with all applicable laws, rules, and regulations, as well as all professional standards applicable to such research.

6.sec

{_Recipient} is encouraged to make publicly available the results of the {_Project}. Before {_Recipient} submits a paper or abstract for publication or otherwise intends to publicly disclose information about the results of the {_Project}, the {_Provider} will have thirty (30) days from receipt to review proposed manuscripts and ten (10) days from receipt to review proposed abstracts to ensure that the {_Data} is appropriately protected. {_Provider} may request in writing that the proposed publication or other disclosure be delayed for up to thirty (30) additional days as necessary to protect proprietary information.

7.sec

{_Recipient} agrees to recognize the contribution of the {_Provider} as the source of the {_Data} in all written, visual, or oral public disclosures concerning {_Recipient}’s research using the {_Data}, as appropriate in accordance with scholarly standards and any specific format that has been indicated in Attachment {Annex.Project.Xnum}.

8.sec

Unless terminated earlier in accordance with this section or extended via a modification in accordance with Section {13.Xnum}, this {_Agreement} shall expire as of the End Date set forth above. Either party may terminate this {_Agreement} with thirty (30) days written notice to the other party’s {_Authorized_Official} as set forth below. Upon expiration or early termination of this {_Agreement}, {_Recipient} shall follow the disposition instructions provided in Attachment {Annex.Project.Xnum}, provided, however, that {_Recipient} may retain one (1) copy of the {_Data} to the extent necessary to comply with the records retention requirements under any law, and for the purposes of research integrity and verification.

9.sec

Except as provided below or prohibited by law, any {_Data} delivered pursuant to this {_Agreement} is understood to be provided “AS IS.” {_Provider} MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE {_Data} WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Notwithstanding, {_Provider}, to the best of its knowledge and belief, has the right and authority to provide the {_Data} to {_Recipient} for use in the {_Project}.

10.sec

Except to the extent prohibited by law, the {_Recipient} assumes all liability for damages which may arise from its use, storage, disclosure, or disposal of the {_Data}. The {_Provider} will not be liable to the {_Recipient} for any loss, claim, or demand made by the {_Recipient}, or made against the {_Recipient} by any other party, due to or arising from the use of the {_Data} by the {_Recipient}, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the {_Provider}. No indemnification for any loss, claim, damage, or liability is intended or provided by either party under this {_Agreement}.

11.sec

Neither party shall use the other party’s name, trademarks, or other logos in any publicity, advertising, or news release without the prior written approval of an authorized representative of that party. The parties agree that each party may disclose factual information regarding the existence and purpose of the relationship that is the subject of this {_Agreement} for other purposes without written permission from the other party provided that any such statement shall accurately and appropriately describe the relationship of the parties and shall not in any manner imply endorsement by the other party whose name is being used.

12.0.sec

Unless otherwise specified, this {_Agreement} and the below listed Attachments embody the entire understanding between {_Provider} and {_Recipient} regarding the transfer of the {_Data} to {_Recipient} for the {_Project}:

12.1.sec

Attachment {Annex.Project.Xnum}: Project Specific Information

12.2.sec

Attachment {Annex.Data.Xnum}: Data-specific Terms and Conditions

12.3.sec

Attachment {Annex.Collaborator.Xnum}: Identification of Permitted Collaborators (if any)

12.

[G/Z/ol-II/s3]

13.sec

No modification or waiver of this {_Agreement} shall be valid unless in writing and executed by duly authorized representatives of both parties.

14.sec

The undersigned {_Authorized_Officials} of {_Provider} and {_Recipient} expressly represent and affirm that the contents of any statements made herein are truthful and accurate and that they are duly authorized to sign this {_Agreement} on behalf of their institution.

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{Sign.Block}

{Annex.Div}

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{Sign.Provider.Sec}
{Contact.Provider.Sec}

{Sign.Recipient.Sec}
{Contact.Recipient.Sec}

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By an {Def.Authorized_Official.sec} of Provider:

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_________________________________
Date: {Provider.Sign.Date.YMD}

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Name: {Provider.Signer.Name.Full}