To license the software, please
do the following:
Inna Khartchenko, M.S., MBA
Office of Corporate Alliances
Fox Chase Cancer Center
610 Old York Road, Room 409
SOFTWARE SITE LICENSE 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 ______________________________
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
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:
“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 ______________________________
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.
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.
COMPANY shall have no rights in the
Software Package other than as specifically provided in this Agreement.
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
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.
10. COMPANY agrees not to modify, reverse
engineer, disassemble, or decompile Software Package or any portion
11. From time to time, FOX CHASE may
incorporate certain Enhancements into the Software Package. At its sole
discretion, FOX CHASE may undertake to incorporate such Enhancements
and distribute the Software so modified to all or any of FOX CHASE's
licensees. All such Enhancements shall be the sole property of FOX CHASE.
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.
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.
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.
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
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
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.
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
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.
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
|FOX CHASE CANCER CENTER||COMPANY|
|Typed Name:||Kurt Schwinghammer, Ph.D.||Typed Name:|
|Research & Development Alliances|