Aggregated Data Ownership Agreement

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DOWNLOAD AGGREGATED DATA OWNERSHIP AGREEMENT IN PDF

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TABLE OF CONTENTS

1. PARTIES
2. PURPOSE
3. DEFINITIONS
4. REFERENCED DOCUMENTS
5. LIMITATIONS OF THIS AGREEMENT

5.1. PERSONAL DATA
5.2. RIGHTS OF OTHER PARTIES

6. OWNERSHIP RIGHTS
7. PUBLICATION
8. COMPANY DATASETS

8.1. LICENSING
8.2. LICENSE FEE ALLOCATIONS
8.3. CLIENT DATA MASKING

9. WITHDRAWAL OF DATASETS FROM COMPANY DATASETS

9.1. RIGHT TO WITHDRAW CIRCLE DATASETS
9.2. CONSEQUENCES OF WITHDRAWAL

10. MISCELLANEOUS

10.1. FINAL AGREEMENT
10.2. APPLICABILITY OF THE MASTER SERVICES AGREEMENT

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1. Parties

The Company and [name and address of Client] (the “Client”).

2. Purpose

The purpose of this Agreement is to define the rights and obligations of the Parties with respect to the ownership and use of Data, including Aggregated Datasets.

3. Definitions

Aggregated Dataset shall mean any collection of Data which does not include Personal Data.
CDLT Dataset shall mean a Company Dataset which is the subject of a Company Dataset Licensing Transaction.
Circle Dataset shall mean an Aggregated Dataset comprising two or more Circle Member Datasets comprising Data collected in the context of a single Circle.
Circle Funder shall mean the Person which has paid the Products and Services Charges applicable to a Circle Dataset.
Circle Member Dataset shall mean an Aggregated Dataset comprising Data collected by an Investigator.
Company Dataset Licensing Transaction(“CDLT”) shall mean any transaction pursuant to which the Company receives fees to access a Company Dataset.
CompanyDataset shall mean an Aggregated Dataset comprising Data from one or more Circle Datasets.
Data shall mean any information collected through the inCytes™ Platform

Investigator shall mean a Circle Member designated as such by the Circle Funder.

Publication shall mean the dissemination of correlations, observations or other substantive analyses based on an Aggregated Dataset, whether through printed, digital or other means.
Qualifying CDLT Dataset shall mean a Company Dataset containing at least one Circle Dataset owned by the Client, and which is part of a CDLT.
Steering Committee shall mean the individuals nominated by the Parties in writing from time to time which shall determine the nature and timing of any Publication.
Terms not defined herein shall have the meaning provided in Standard Definitions.

4. Referenced Documents

This Agreement is pursuant to the Master Services Agreement between the Company and Client dated [date] (the “MSA”), as well as any Statements of Work executed pursuant thereto.This Agreement shall be deemed an Authorized Amendment to the MSA.

5. Limitations Of This Agreement

5.1. Personal Data.

This Agreement does not cover rights of ownership or use relating to Personal Data.  All such rights are subject to national, state and other governmental and institutional laws and policies.

5.2. Rights Of Other Parties.

This Agreement does not cover Datarights of ownership or use as among the Client and Investigators or other Circle Members.  It is the responsibility of the Client, and not of the Company, to execute such agreements as it deems appropriate regarding such rights.

No such agreement, however, shall or can in any wayabrogate the Company’srights as specified in the inCytes™License Agreement or any MSA or other
agreement between the Company and another party.

 

6. Ownership Rights

Subject to the rights of use and other provisions specified in this Agreement:

a. The Investigator shall own the Circle Member Dataset with respect towhich such Person is the Investigator.
b. The Client shall own the Circle Dataset with respect to which the Client has paid the applicable Products and Services Charges.
c. The Company shall own Company Datasets.

7. Publication

Any Publication by either Party shall be approved by the Steering Committee, provided that either Party may publish the existence or general description of a Circle on its website(s) or social media platforms, unless and to the extent prohibited by the Steering Committee.

8. Company Datasets

8.1. Licensing

The Company shall be free to license or otherwise monetize Company Datasets on such terms as it determine in its sole discretion from time to time.

8.2. License Fee Allocations

a. During each calendar quarter, the Company shall remit to the Client five percent (5%) of Qualifying CDLT Dataset revenues actually received by the Company during the preceding calendar year multiplied by a fraction equal to:

(i) the total number of Cases in all Circle Datasets owned by the Client, and which were part of Qualifying CDLT Datasets, divided by
(ii) the total number of all Cases contained in the Qualifying CDLT Datasets,

both calculations made at the time of the execution of the CDLT.
b. The determination by the Company of the calculations relating to any License Fee allocations shall be final.

8.3. Client Data Masking

If requested by the Client, the Company shall take all reasonable steps to mask Client-specific Data contained in Circle Datasets owned by the Client and which are part of Company Datasets offered for CDLT’s.

9. Withdrawal Of Datasets From Company Datasets

9.1. Right To Withdraw Circle Datasets

Upon the written request of a Client, the Company will not offer Circle Datasets owned by the Client in the context of CDLT’s.

9.2. Consequences of Withdrawal

In the event of withdrawal by the Client from Company Datasets of the rights to include a Circle Dataset in a CDLT pursuant to the foregoing section, then the Client shall pay an additional amount to the Company, to be agreed by the parties, to compensate for Case and other charges otherwise subsidized by CDLT opportunities.

 

10. Miscellaneous

10.1. Final Agreement

This is the final agreement, and shall replace all other agreements or understandings, written or oral, between the Parties regarding its content.  It may not be superseded or assigned except in a writing executed by both Parties.

10.2. Applicability of the Master Services Agreement

Except as specifically provided for herein to the contract, all provisions of the MSA shall apply and remain in full force and effect.  In the event of conflict between the provisions of this. Agreement and the MSA, the terms of the MSA shall prevail.