Instructions for licensing the hpcNMF software package:

To license the software, please do the following: 

  1. Print and complete the attached license agreement form.
  2. Have the license agreement signed by an authorized representative.
  3. Include the name, mailing address, phone number and email of your organization’s purchasing officer when you fax/email  the signed agreement to our office at: (215) 214-1440 or inna.khartchenko@fccc.edu
  4. Please mail the original license agreement to:
 

      Inna Khartchenko, M.S., MBA

      Director, Licensing

      Office of Corporate Alliances

      Fox Chase Cancer Center

      610 Old York Road, Room 409

      Jenkintown, PA 19046 

  1. When everything is in order, we will send a copy of the executed license agreement to you with an invoice. Payment options are by check or by wire transfer. You must follow the instructions on the invoice in order to pay with a wire transfer.
  2. If you have any questions about this process, you may contact our office.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

NON-EXCLUSIVE SOFTWARE SITE LICENSE AGREEMENT 
 

      AGREEMENT effective __________ by and between FOX CHASE CANCER CENTER (FOX CHASE), a non-profit corporation with offices at 333 Cottman Avenue, Philadelphia, PA 19111-2497, and _____________________________________, (“Company”), with offices at ___________________________________________________________________________________. 

      I.  RECITALS 

            FOX CHASE is engaged in biomedical research relating to the cause, prevention, detection and treatment of cancer and owns a proprietary computer program, known as hpcNMF for non-negative matrix factorization using high-performance computing clusters ; FOX CHASE may generate further enhancements to said program during the term of this Agreement (as defined below).   

            COMPANY wishes to use hpcNMF in ____________________________.   

            FOX CHASE wishes to preserve unto itself all of the property rights in and to hpcNMF, its related documentation and such enhancements thereto as may from time to time be made. 

            In consideration of the foregoing recitals, the parties hereto, intending to be legally bound, agree as follows: 

      II. DEFINITIONS 

            “Effective Date” shall be the day and year first written above. 

            “Software Package” shall include without limitation, the computer program known as hpcNMF, its executable binary code and all documentation related thereto. 

            “Documentation” shall include, without limitation, all information, in whatever form, that may be required in order to use, maintain, or enhance the Software Package successfully. 

            “Enhancements” shall include, without limitation, any and all revisions and additions to the Software Package presently owned or hereafter developed or acquired by FOX CHASE during the term of the Agreement which alter or add to the capabilities of said Software Package in performing its intended function. 

            "Site" shall include computers that are owned and operated by COMPANY for use by COMPANY's employees that are within a one-mile radius of their ___________________________________ location. 

      III. LICENSE FEE 

            COMPANY shall pay to FOX CHASE a one-time payment of $5000.00 (five thousand dollars) U.S. Dollars to cover the cost of the Software Package and transfer of same to COMPANY.

 

      IV. LICENSE TO USE SOFTWARE PACKAGE 

            Upon transfer of the Software Package by FOX CHASE pursuant to this Agreement, COMPANY shall have the right and license to use the Software Package under the proprietary rights held therein by FOX CHASE only at the specified Site. The license to use the Software Package, herein granted to COMPANY, shall be fully paid, non-exclusive, non-transferable and without the right to sublicense.  FOX CHASE shall be free, in its sole discretion, to transfer or otherwise distribute the Software Package to others, and to use the Software Package for its own purposes. 

      V. USE RESTRICTIONS 

            COMPANY shall have no rights in the Software Package other than as specifically provided in this Agreement.   

      VI. PROTECTION OF RIGHTS OF FOX CHASE IN SOFTWARE PACKAGE 

            A. It is understood that the Software Package transferred to COMPANY pursuant to this Agreement, and its component parts comprise trade-secret and copyrighted subject matter that is proprietary to FOX CHASE and, as such, is extremely valuable to FOX CHASE, so that its use by or on behalf of COMPANY must be carefully and continuously controlled. 

            B. Accordingly, COMPANY hereby acknowledges and agrees that: 

                  1. FOX CHASE retains title to any Software Package or Enhancement transferred by FOX CHASE to COMPANY.  COMPANY agrees to keep the Software Package and Enhancements free and clear of all claims, liens, and encumbrances; 

                  2. COMPANY agrees to give immediate notice to FOX CHASE of any knowledge it has concerning any infringement or misappropriation or other violation of FOX CHASE’S proprietary rights in the Software Package or Enhancements, whether by COMPANY’s own employees or affiliates or third parties; 

                  3. COMPANY agrees to take any reasonable action requested by FOX CHASE to protect FOX CHASE’s proprietary rights in the Software Package and Enhancements; 

                  4. COMPANY shall not distribute, release, or otherwise transfer or allow to be transferred, the Software Package or Enhancements to any person, except for personnel under COMPANY’s direct supervision and control for purposes related to COMPANY’s authorized use of the Software Package; 

                  5. COMPANY will take all reasonable precautions to avoid any unauthorized disclosure of the Software Package and Enhancements and will protect the Software Package and Enhancements in the same manner as COMPANY treats its own proprietary software; 

                  6. COMPANY shall inform the personnel referred to in subsection VI.  B. 4. above of the confidential nature of the Software Package and Enhancements, and all their component parts, and that the Software Package and Enhancements are proprietary to FOX CHASE.  COMPANY shall ensure that the Software Package and Enhancements will be held by such personnel in the strictest confidence and will not be used for any purpose other than in performance of assigned duties on behalf of COMPANY.

 

                  7. COMPANY shall not copy or reproduce, or permit others to copy or reproduce the Software Package or any component thereof except as required during the authorized used of the Software Package by COMPANY. 

                  8. COMPANY shall ensure that no one will be permitted to take or send the Software Package to any location other than the specified Site, unless written authorization to do so is obtained in advance from FOX CHASE. 

                  9. COMPANY agrees to acknowledge the author(s) of the Software Package in any scientific publication of results based in part on the use of the Software Package.  

      VII. EXCLUSIONS 

            The undertakings and obligations assumed by COMPANY under Section VI hereof shall not apply to information contained in the Software Package or Enhancements that COMPANY can prove: 

            (a) is in the public domain at the time of the transfer of the Software Package or Enhancement to COMPANY by FOX CHASE, or thereafter becomes a part of the public domain other than through unauthorized disclosure by or; 

            (b) was in the possession of COMPANY in recorded, or other verified form prior to FOX CHASE’s transfer of the Software Package or Enhancement to COMPANY; 

            (c) was rightfully disclosed to COMPANY by a third party not under an obligation of confidence to FOX CHASE with respect to the Software Package or Enhancement; or 

            (d) was expressly authorized by FOX CHASE in writing by FOX CHASE for distribution, release, disclosure, copying, reproduction, or use. 

      VIII. TERM 

            The term of this agreement shall begin as of the Effective date for a period of two years, and shall continue in effect thereafter for successive six (6) month periods, unless sooner terminated by either party upon written notice to the other party given at thirty (30) days prior to the end of the then current term, such termination, being effective immediately upon receipt by the party to whom the notice is given. 

      IX. TERMINATION 

Upon termination of this Agreement, COMPANY shall immediately cease all further use of the Software Package and Enhancements.  The undertakings and obligations assumed by COMPANY under Section VI, above, shall survive any termination of this Agreement.

 

      X. WARRANTIES 

            FOX CHASE provides the Software Package and Enhancements “as is” to COMPANY.  NO WARRANTY, EITHER EXPRESSED OR IMPLIED, IS GRANTED UNDER THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF (a) FREEDOM FROM COPYRIGHT INFRINGEMENT, (b) COMMERCIAL UTILITY, (c) VALID COPYRIGHT, (d) MERCHANTABILITY, (E) FITNESS FOR A PARTICULAR PURPOSE, OR (f) USAGE IN THE TRADE OR COURSE OF DEALING, BETWEEN THE PARTIES. 

      XI. LIMITS ON LIABILITY 

            FOX CHASE’s liability for damage, if any arising out of the use of the Software Package or Enhancements by COMPANY, its employees, or affiliates, shall be limited, at FOX CHASE’s option, to replacement of the Software Package or refund of the transfer fee. 

      FOX CHASE shall not be liable to COMPANY, or its successors for any loss of profits, loss of business or good will, interruption of business, loss of data, nor for any indirect, special, incidental or consequential damages of any kind resulting from use of the Software Package or Enhancements by COMPANY, its employees or affiliates or any other damage related to this Agreement. 

      XII. SERVICE/MAINTENANCE LIMITATIONS 

            FOX CHASE does not have the resources to offer technical support, although FOX CHASE would appreciate being notified of problems or bugs experienced by COMPANY in using the Software Package. If you have a technical problem or a bug to report, you may send a brief description thereof in writing to the authors of the Software Package or to FOX CHASE and it will be forwarded to the person who wrote the software. 

      XIII. NOTICES 

            All notices provided for or sent hereunder shall be in writing and sent by regular mail; if intended for FOX CHASE, addressed to Kurt Schwinghammer, Ph.D., Vice President, Research & Development Alliances, FOX CHASE CANCER CENTER, 610 Old York Road, Room 409, Jenkintown, PA 19046 or such other address of which COMPANY shall have given notice. 

      XIV. MISCELLANEOUS 

            This Agreement will be construed in accordance with the laws of the Commonwealth of Pennsylvania.  The failure of either party in any one or more instances to insist upon strict performance of any of the terms and conditions of this Agreement shall not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms or conditions on any future occasion.  No waiver or modification of the terms hereof shall be valid unless in writing signed by both parties and then only to the extent therein set forth.  This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof.  There are no representations, promises, warranties or understandings relied upon by either party that are not contained herein.

 

 
 
 

            IN WITNESS WHEREOF, the parties have caused this SOFTWARE TRANSFER AGREEMENT to be executed in duplicate by their duly authorized representatives as of the day and year first above written. 
 
 
 
 

  FOX CHASE CANCER CENTER     COMPANY
 
 
       
By:     By:  
         
Typed Name: Kurt Schwinghammer, Ph.D.   Typed Name:  
         
Title: Vice President   Title:  
  Research & Development Alliances      
         
Date:     Date: