5-109 Meyer Bldg.
Department of Neurosurgery
Johns Hopkins University
600 N. Wolfe St.
Baltimore, MD 21287
FAX: 410-955-1032
RE: SOFTWARE TRANSFER AGREEMENT - DAPSYS
Dear Colleague:
The Johns Hopkins University (hereinafter "JHU") agrees to provide you the Software
indicated below and any related information. In order to protect the JHU's proprietary rights in the
Software, we request that you and an authorized official of your institution sign, date, and return this
agreement to Dr. Richard Meyer at the address above.
Software Identification: DAPSYS.
Acceptance of DAPSYS by your institution confirms your agreement to the following conditions:
1.
This Agreement and the resulting transfer of DAPSYS, which specifically excludes technical
support of any kind, constitute a nonexclusive license to use DAPSYS for your own internal
research purposes only. This Agreement is not assignable and DAPSYS may not be
transferred to another party.
2.
All right and title in and to DAPSYS including, but not limited to any rights under any
copyright, patent or patent application shall remain with JHU. You understand that nothing
herein shall be deemed to constitute, by implication or otherwise, the grant to you of any
license or other rights to DAPSYS under any such copyright, patent, patent application, or
other intellectual property right or interest belonging to JHU except as expressly stated in
Paragraph 1.
3.
You shall not reverse engineer or decompile DAPSYS. However, you shall be free to make
backup copies and modifications to DAPSYS. Such copies and modifications shall belong
to JHU and may not be transferred to another party. Upon request by JHU, you shall return
all copies of DAPSYS and any modifications to Dr. Richard Meyer.
5.
You understand that JHU makes no representations whatsoever as to DAPSYS. It is
experimental in nature and is provided AS IS, WITHOUT WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
WARRANTY, EXPRESS OR IMPLIED.
THE UNIVERSITY MAKES NO
REPRESENTATION OR WARRANTY THAT THE USE OF DAPSYS WILL NOT INFRINGE
ANY COPYRIGHT, PATENT OR OTHER PROPRIETARY RIGHT.
6.
You and your institution expressly agree to indemnify, defend, and hold harmless The Johns
Hopkins University, The Johns Hopkins Hospital, their affiliated institutions, and their
trustees, officers, employees, students, and agents, and any other inventors and institutions,
against all claims, demands, suits, or other actions arising, directly or indirectly, from you and
your institution's selection, acceptance, and use of DAPSYS.
6.
Neither party shall use the name of the other or any contraction or derivative thereof or the
name(s) of the other party's faculty members, employees, or students, as applicable, in any
advertising, promotional, sales literature, or fundraising documents without prior written
consent from the other party.
7.
As specifically provided by Md. Anno. Code, CL, Section 21-104, the Parties agree that this
Agreement shall not be governed by the Uniform Computer Information Transactions Act
(UCITA) as adopted in Maryland under Title 21 of the Commercial Law Article of the
Maryland Annotated Code, as amended from time to time. This agreement shall be
governed by the common law of Maryland relating to written agreements, as well as other
statutory provisions, other than UCITA which may apply, and shall be interpreted and
enforced as if UCITA had never been adopted in Maryland. The Parties further agree that
electronic self-help shall not be permitted under this Agreement.
To indicate you and your institution's agreement to these conditions, you and an authorized
official should sign and date this letter agreement in the spaces indicated below and return it to me.
If you have any questions concerning this agreement, you may call me at 410-347-3222.
Sincerely,
Julia M. Brill
Copyright & Materials Transfer Officer
Johns Hopkins Technology Transfer
The Johns Hopkins University
Signature: ____________________________________________________
(Recipient Individual's Signature)
Name:
Title:
Date:
RECIPIENT INSTITUTION'S AUTHORIZED OFFICIAL:
I warrant that I have the authority to execute this agreement on behalf of the recipient institution.
Institution: __________________________________________________
Signature: ____________________________________________________
Name:
Title:
Date: