Data Transfer and Use Agreement

Data Transfer and Use Agreement

Data Transfer and Use Agreement

This Agreement is made this ___ day of 20__ between Colorado Seminary which owns and Operates the University of Denver, 2199 S. University Blvd., Denver, CO 80208 (“University”), acting through ____ (“University Investigator”), and _____ (“Recipient”). Hereafter referred to collectively as “Parties” and individually as “Party.”

The University, through its University Investigator, has collected and owns certain data sets and collections of interpretable data (“Data”) derived from information provided by participants in ______(“Participants”). An employee of the Recipient _____ (“Recipient Investigator”), wishes to use this Data as set out in the Appendix (“Research”). The Data is to be used by the Recipient in the Research described in the Appendix. The University is willing to supply the Recipient with this Data to conduct the Research under the terms and conditions of this Agreement.

It is agreed by the Parties as follows:

  1. The Data remains the property of the University. Any derivation, modification, change, or amendment to the Data is the property of the University. The University is the owner of any know-how, trade secrets, and other information relevant to or used in connection with the Data provided to the Recipient. There is no transfer or license or implied transfer or license of rights in the Data from the University to the Recipient including any intellectual property rights. This Agreement does not restrict the rights of the University to distribute the Data to other institutions or to publish any documents relating to the Data.
  1. The Recipient will retain the Data in a secure location on its premises and will not permit the Data or any part of it to come into the possession or control of any other organization or any individual other than those employees who are involved in the Research described in the Appendix under direct supervision of the Recipient. The Recipient will not transfer,transmit, or distributethe Data in whole or in part to any third parties without the relevant third party entering into a separate Data Transfer Agreement with the University.
  1. The Recipient will use the Data only to carry out the Research described in the Appendix to this Agreement and only for Research that has appropriate Institutional Review Board (“IRB”) approval. The Recipient will not use the Data or any parts thereof for any commercial purpose or any purpose that is subject to consulting or licensing obligations to third parties.
  1. The Recipient will use all reasonable endeavors to ensure that the Data is always in possessionor under control of the Recipient; and the Data shall be returned or destroyed within five (5) business days upon (i) the reasonable request of the University; or (ii) on termination of this Agreement; or (iii) in the event that the Recipient is in breach of any of the conditions of this Agreement. If the Recipient is required to destroy the Data then it will confirm in writing to the University that the Data has been destroyed, and Recipient shall not retain copies of the Data in whole or in part for any purpose.
  1. The Recipient will keep the Recipient Investigator and University Investigator informed of the results of the Research (“Results”) every six (6) months. All Results relating directly to Participants will be incorporated into the University’s Data and shall be owned by the University. All other Results generated by the Research shall be the property of the Recipient; save that the Recipient grants to the University a royalty-free, irrevocable, perpetual non-exclusive right to use such Results for internal non-commercial research and teaching. The Recipient will provide the University Investigator with a fully-documented electronic copy of the Results before publication in any form or within six (6) months of the completion of the Research whichever is sooner.
  1. The Recipient will keep the Data confidential and will identify or attempt to identify the Participants.
  1. The Recipient will acknowledge the University and include as an author the University Investigator in all publications relating to the Results or arising from the Research. The Recipient will not disclose or publish the Data in whole or in part. The Recipient will submit to the University for review and approval, any papers or documents intended for publication at least fourteen (14) days prior to submission for publication. The Recipient will not allow publication of any papers or documents without approval by the University.
  1. The University accepts no liability in connection with the Recipient’s use of the Data. The University does not represent that (i) the Data is of satisfactory quality or fit for any particular purpose; or (ii) use of the Data is free from infringement of third party rights, including intellectual property rights. To the extent permissible by law the Recipient will indemnify and hold the University harmless for any damages arising from Recipient’s use of the Data.
  1. The Recipient will neither assign, transfer, mortgage, charge, nor part with any of its interests, rights, duties, or obligations under this Agreement.
  1. The University reserves the right to terminate this Agreement at any time and for any cause. This Agreement will terminate six (6) months after the completion of the Research.
  1. This Agreement will be governed by the laws of the State of Colorado and shall be subject to the jurisdiction of the Colorado Courts.

Agreed by the Parties through their authorized signatories:

Colorado Seminary which owns

and operates the University of Denver“Recipient”

“University”

Name:Name:

Title: Title:

Date:Date:

Signature: ______Signature: ______

Data Transfer and Use Agreement – Appendix

Full title of Project:

RecipientInvestigator:

Description of Data:

Description of the Research:

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