NATIONAL INSTITUTES OF HEALTH

SOFTWARE TRANSFER AGREEMENT

This Software Transfer Agreement ("STA") has been adopted for use by the National Institutes of Health ("NIH") in all transfers of research software ("Software") whether NIH is identified below as Provider or Recipient.
Provider: National Cancer Institute
WHEREAS, Provider has certain proprietary software and associated material described above (hereinafter, collectively referred to as "Software") and Provider agrees to transfer such Software to Recipient's investigator, to be used solely in connection with the research project described in the web form.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Provider and Recipient agree as follows:

  1. SOFTWARE MAY NOT BE USED FOR TREATING OR DIAGNOSING HUMAN SUBJECTS. Recipient will not license or sell or use Software for commercial purposes or applications. Recipient's investigator shall retain control over Software and further will not transfer the Software to individuals not under Recipient investigator's direct supervision without express advance written approval of Provider. Recipient agrees to comply with all Federal regulations applicable to research projects and handling of research materials.
  2. Recipient agrees to use Software at single location, (hereinafter "Site") as described on web form. Recipient agrees not to copy Software, in whole or in part, except as required for use by Recipient's investigator at the designated Site for the Project defined in this Agreement.
  3. In all oral presentations or written publications concerning the Project, Recipient will acknowledge Provider's contribution of Software unless requested otherwise. Recipient may publish or otherwise publicly disclose the results of the Project, but if Provider has given confidential information to Recipient, such public disclosure may be made only after Provider has had 30 days to review the proposed disclosure, except when a shortened time period under court order or the Freedom of Information Act pertains.
  4. Title in the Software shall remain with the Provider. It is understood that nothing herein shall be deemed to constitute, by implication or otherwise, the grant to either Party by the other of any license or other rights under any patent, patent application or other intellectual property right or interest. Provider reserves the right to distribute Software to others and to use it for Provider's own purposes.
  5. When the Project is terminated, completed or when three (3) years have elapsed, whichever occurs first, Recipient will destroy or otherwise dispose of Software and all copies of Software as directed by Provider. Recipient will dispose of Provider's confidential information as directed by the Provider.
  6. This Agreement may be terminated by either Recipient or Provider on 30 days notice.
  7. General reports regarding the application of the Software would be appreciated and should be forwarded to the Provider. The general report should outline the effectiveness and problems encountered in using the Software, without disclosing the Recipient's confidential information. The information from the general reports may be used by Provider to enhance the capabilities of the Software.
  8. The Provider and Recipient each shall retain title to any patent or other intellectual property of their respective employees developed or created in the course of the Project defined in this Agreement. Neither Provider nor Recipient promise rights in advance for inventions developed under this Agreement.
  9. When Provider is NIH: Recipient agrees to hold the United States Government harmless and to indemnify the Government for all liabilities, demands, damages, expenses and losses arising out of Recipient's use for any purpose of Software. Recipient agrees not to claim, infer, or imply Governmental endorsement of the Project, the Recipient or Recipient's personnel conducting the Project or any resulting product(s). When Recipient is NIH: It is the intention of the NIH that Provider not be liable to NIH for any claims or damages arising from NIH's use of Software; however, no indemnification is provided or intended.
  10. Software is supplied AS IS, without any accompanying services or improvements from Provider. SOFTWARE IS SUPPLIED TO RECIPIENT WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Provider makes no representations that the use of Software will not infringe any patent or proprietary rights of third parties.
  11. The illegality or invalidity of any provision of this Agreement shall not impair, affect or invalidate the other provisions of this Agreement.
  12. The construction, validity, performance and effect of this Agreement shall be governed by Federal law, as applied by the Federal Courts in the District of Columbia.
  13. Provider, indicate if Software is Year 2000 compliant: Yes

Provider: The National Cancer Institute

Dr. Bruce A. Shapiro, Principal Investigator

Any questions concerning legal issues should be addressed to:

Jeffrey W. Thomas, Ph.D., Senior Advisor
Technology Transfer Branch
National Cancer Institute
1003 West 7th Street
Fairview Center, Suite 500
Frederick, MD 21701
PH: (301) 846-5465
FAX: (301) 846-6820

Any false or misleading statements made, presented, or submitted to the Government, including any relevant omissions, under this Agreement and during the course of negotiation of this Agreement are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. '' 3801?3812 (civil liability) and 18 U.S.C. ' 1001 (criminal liability including fine(s) and/or imprisonment).