Data Sharing Agreement (PDF) - University Research Administration

DATA SHARING AGREEMENT
The University of Chicago agrees to provide you with certain data (“Data”) for not-forprofit
research purposes only, under the following conditions:
1. The parties to this Agreement are: The University of Chicago (the “University”),
on behalf of _____, and ______ (“University _____”), on behalf of _______.
2. The Data covered by this Agreement includes: (a) ______; (b) any related knowhow
received by University ______ from Dr. _____ and (c) any Data that is derived from
the Data or which could not have been produced but for the use of the Data. The Data
shall remain the sole and exclusive property of the University. The University shall be
considered free, in its sole discretion, to distribute the Data to others for any purposes and
to use it for its own purposes.
3. University of _____ shall not distribute or release the Data to any person other
than the laboratory personnel under Dr. ______’s direct supervision and shall ensure that
no one will be allowed to take or send the Data to any other location, unless written
permission is first obtained from the University.
4. This Agreement and transfer of Data pursuant to this Agreement constitute a
license to use the Data solely for not-for-profit research purposes. University of _____
agrees that nothing herein shall be deemed to grant any rights under any University patent
applications or patents or any rights to use the Data for any purpose other than not-forprofit
research. The Data will not be used in research that is subject to consulting or
licensing obligations to another University of _____, corporation or business entity unless
written permission is first obtained from the University. University of ____ is advised
that the University enters into agreements from time to time which grant the right to
commercialize the technology developed by the University and that the rights to
commercial applications of the Data may have been granted to another party or may be
granted to another party in the future.
5. The Data is supplied solely for ______________ purposes.
6. University of _____ shall have no rights in the Data other than as provided in this
Agreement, and at the request of the University, University of _____ will return all copies
of the Data.
7. University of _____ will inform the University, in confidence, of research results
related to the Data by personal written communication or by providing the University
with a draft manuscript describing the results of such research. University of _____
agrees to maintain the confidentiality of any proprietary Data respecting the Data, with
the exception, however, that if University of _____ desires to publish or otherwise
disclose such proprietary Data, University of _____ will provide the University with a
copy of any manuscript or abstract disclosing such proprietary Data, prior to submission
thereof to a publisher or to any third party, and in any case, not less than forty-five (45)
Version April 2011

days prior to any public disclosure. If publication results from research using the Data,
University of _____ agrees to acknowledge the University and/or give credit to University
scientists, as scientifically appropriate, based on any direct contribution they may make to
the research.
8. The Data is experimental in nature and it is provided without warranty of
merchantability or fitness for a particular purpose or any other warranty, express or
implied. The University makes no representation or warranty that the use of the Data will
not infringe any patent or other proprietary right.
9. In no event shall the University be liable for any use by University of _____ of the
Data or any loss, claim, damage or liability, of whatsoever kind or nature, which may
arise from or in connection with this Agreement or the use of the Data. University of
______ agrees to indemnify University, its trustees, officers, agents, and employees from
any liability, loss or damage they may suffer as a result of claims, demands, costs or
judgments against them arising out of the use or disposition of the Data by University of
_____.
10. This Agreement is not assignable by University of _____, whether by operation of
law or otherwise, without the prior written consent of the University.
UNIVERSITY OF ______
THE UNIVERSITY OF CHICAGO
By: _____________________________
By: __________________________
Carol Zuiches
Associate Vice President for Research
Administration
Date:____________________________
Date: ____________
Version April 2011