Data Sharing Agreement - University of Chicago

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UChicago, and Participant shall, upon demand, reimburse UChicago for the actual cost of such repair or replacement. 5. PROJECT OUTCOMES. (a) UChicago will own all intellectual property created or generated in the course of performing the Project, including any software applications ("Software"), inventions (whether or not patentable) conceived, made, developed, or reduced to practice and all rights therein (collectively, "Developed IP"). Developed IP does not include data sets prepared or otherwise generated directly from Confidential Information provided by Participant hereunder, or any reports that are deliverables to Participant pursuant to the Project conveying research outcomes, suggestions and/or solutions pertaining to Participant's identified problem(s). (b) To the extent practicable, UChicago will try to release Software developed as analytical tools under the Project as open source software. In the event such Software cannot be made available as open source software, UChicago shall otherwise grant to Participant a non-exclusive, royalty -free license to use the Software for the purposes set forth in Exhibit A. Notwithstanding anything to the contrary, UChicago is not required to license or incorporate anything into Software that UChicago reasonably believes would infringe another patty's intellectual property rights or that UChicago is not authorized to license. (c) It is understood that UChicago retains the right to use for its own purposes any techniques to gather data, conduct research, or formulate solutions developed in the course of working on the Project, and, subject to its obligations under section 6, Confidentiality, UChicago reserves the right to use the results of any research conducted under this Agreement for its own teaching, research, and publication purposes. UChicago and its employees shall have the right, consistent with academic standards, to publish the results of research performed under this Agreement, provided such publication does not disclose Confidential Information of Participant. UChicago agrees that, prior to submission of a manuscript describing the results for publication, the UChicago shall forward to the Participant a copy of the manuscript to be submitted and shall allow the Participant 30 days to determine whether a patent application or other intellectual property protection should be sought prior to publication in order to protect the Participant's proprietary interest in any product or invention developed in connection with this Project. In addition, with reasonable justification, the UChicago agrees to withhold such publication an additional 60 days, if required, to obtain patent protection. At this time UChicago shall be free to submit the manuscript and publish results in any manner consistent with academic standards. 6. CONFIDENTIALITY. (a) In performance of this Agreement the Parties may disclose to each other, either in writing or orally, information which the disclosing Party deems to be proprietary and/or confidential (hereinafter, "Confidential Information"). Confidential Information shall consist of (i) written information clearly marked as "proprietary" or "confidential" and (ii) oral information reduced to writing within thirty (30) days of oral disclosure and clearly marked as "proprietary" or 2 Center for Data Science mid Public Policy 2016