SOFTWARE TRANSFER AND LICENSE AGREEMENT
for
Provider: Center for Information
Technology (CIT), National Institutes of Health (NIH), an agency of the United States Public Health Service (PHS) within the Department of Health
and Human Services (DHHS)�����������
Recipient: The non-profit individual
and host institution, or the non-profit individual if acting independently
MemExp: certain proprietary software
and associated materials, including the MemExp executable software, MemExp documentation and sample MemExp
input files, created by Federal Government employees in the course of official
duties, and owned by Provider
This is a legal Agreement between Recipient and Provider, whereas by accepting, receiving,
and using MemExp, Recipient is agreeing to be bound by the
terms of this Agreement:
1.
Provider agrees to transfer MemExp
to Recipient solely for non-commercial research activities. MemExp is made available to U.S.
Federal Government Agencies and other U.S. National Laboratories, Universities,
Academic and Non-Profit Institutions, for their own internal research and
development, through a no cost, restricted R&D license.
2.
Title
to MemExp shall at all times remain
with Provider, and Recipient agrees
to preserve same. It
is understood that nothing herein shall be deemed to constitute, by implication
or otherwise, the grant of any license or other rights under any patent, patent
application or other intellectual property right or interest.� Provider
reserves the right to distribute MemExp to others and to use it for
Provider's own purposes.��
4.
Recipient will not license or sell or
use MemExp for commercial purposes
or applications.� Recipient shall retain control over MemExp and further will not transfer MemExp to individuals not under Recipient direct supervision without express advance written
approval of Provider.�
5. Recipient will cite the original MemExp
publication in all written publications containing any data or information
regarding or resulting from use of MemExp.
6.
Memexp
may not be used for treating or diagnosing human subjects.� Recipient agrees to comply with all
Federal regulations applicable to research projects and handling of research
materials.
7.
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 of MemExp
for any purpose.�
8.
Recipient agrees not to claim, infer,
or imply Governmental endorsement of the Recipient
or any resulting product(s) or service(s) and no endorsement should be inferred.�
9.
memexp 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 MemExp will not infringe any patent or proprietary rights of third
parties.
10.
Recipient acknowledges that MemExp is a research tool still in the
development stage and that it is being supplied as
is, without any accompanying services or improvements from Provider. All risk as to quality and
performance of MemExp is with Recipient. In no event will Provider be liable to Recipient
for damages arising out of the use or inability to use MemExp, including but not limited
to loss of data or data being rendered inaccurate or losses sustained by Recipient
or third parties.