Guidelines for Grant and Contract Management
302C. Software Transfer Agreement
Whereas, 1 (type name of user) (the "User") and The University of Chicago (the "University") enter into this Agreement to Transfer Software ("Agreement") on the terms and conditions set forth herein.
User desires to obtain from the University and 2 (type name of faculty member) ("Investigator") and the University desires to grant to the User, a copy of the computer program(s) as listed in Exhibit "A" (the "Program") and a copy of the related user's manual (the "Documentation"). The Programs and the Documentation collectively are known as "Software". Now, Therefore, the parties agree as follows:
ARTICLE I.
TRANSFER OF SOFTWARE: The University agrees to (i) transfer a copy of the
Programs solely for User's data processing needs and (ii) transfer a copy
of the Documentation solely for use in connection with the use of the Programs
authorized hereunder.
The User acknowledges and agrees that it has no right to license the use, reproduction, or distribution of the Software to any person, firm or entity and the User has no rights to use the Software to provide data processing services to any third party for any reason.
ARTICLE II.
TERMINATION: The University can terminate this agreement at any time and request
all copies of Software to be returned to the Investigator.
ARTICLE III.
PROPRIETARY RIGHTS: User acknowledges that no claim will be made to title,
or interest in, or to the Software or any copies thereof or any copyrights,
trademarks, or other proprietary rights related to the Software. The User
acknowledges that title, copyright or trademarks or are not transferrable
to the User. The User agrees to use its best efforts and will take all reasonable
steps to protect the Software from any unauthorized use, reproduction, publication,
disclosure or distribution. The User acknowledges and agrees that the Software
contains confidential information and trade secrets developed or acquired
by the University. User agrees to treat the Software as confidential, not
to disclose or permit to any third party or entity access to the Software
or any portion thereof without the University's prior written permission and
to insure that, any employees of the User who receive access to the Software
are advised of its confidential and proprietary nature.
User shall comply with directions submitted by the University from time to time regarding the form and placement of copyright notices and other proprietary rights notices on Software or any portion thereof and agrees not to remove, alter, cover or obfuscate any such notices.
User shall promptly notify the University of any known unauthorized use or disclosure of the Software and will cooperate with the University in any litigation brought by the University against third parties to protect its proprietary rights.
The Software may not be used in research that is subject to consulting or licensing obligations to another institution, corporation, or business entity.
ARTICLE IV.
WARRANTY: User accepts the Software as is and the University makes no warranty
of Software of any kind. The University only represents that to its best knowledge
it has the right to enter into this Agreement. Should the User encounter errors
in the Software, it may so advise the Investigator and the Investigator, at
his/her own discretion, may endeavor to correct such errors in future issues
of the Software.
ARTICLE V.
GOVERNING LAW: This Agreement shall be interpreted in accordance with the
laws of the State of Illinois.
ARTICLE VI.
CHANGES: This Agreement constitutes the entire understanding and agreement
between the University and the User. Any modification of this Agreement shall
be made in writing and must be signed by authorized representatives of both
parties.
THE UNIVERSITY OF CHICAGO
By ____________________________
_________________________
(Typed Name)
________________________
(Title)
_______________________________
(Date)
(COMPANY NAME)
By ____________________________
_______________________________
(Typed Name)
_______________________________
(Title)
Revised 1/00
