EXPRESS RESEARCH LICENSE AGREEMENT
This Express Research License Agreement for the Material (“Agreement”) is made by and between the UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION, a non-profit corporation organized and existing under the laws of the State of Tennessee and having a place of business at 600 Henley Street, UT Conference Center Suite 211, Knoxville, Tennessee 37996 (“UTRF”), and you and your institution (“Licensee”). It constitutes a legally binding agreement and governs Licensee’s use of the Material (as defined below).
ARTICLE 1. DEFINITIONS
- “Material” means a kit comprised of boxes, pins, and keys made by Dr. Matthew Mench, Tickle College of Engineering at UT (defined below), and owned or controlled by UTRF.
- “License Fee” means the non-refundable fee paid by Licensee in U.S. dollars as set forth on the official distribution website for the license granted in accordance with the terms and conditions set forth in this Agreement. Licensee is responsible for any and all taxes associated with this license.
- “Licensed Field” means all in vitro interface points related to an intravenous line. The use applies to all areas of connection and joining from the termination of the external line, including the interface into the human subject through an intravenous line or other similar interface designed for in vitro access to the human subject’s bloodstream.
- “UT” shall mean the University of Tennessee, a public higher education institution, and instrumentality of the State of Tennessee.
ARTICLE 2. TERMS OF LICENSE
- Subject to the terms and conditions of this Agreement, UTRF grants to Licensee, and Licensee accepts a non-exclusive, non-sublicensable, and non-transferable license during the Term to use the Material, only for the Licensed Field. All uses which are not expressly and specifically included within the Licensed Field are specifically excluded and are not licensed under this Agreement.
- UTRF owns all right, title and interest in and to the Material.
- Licensee shall retain control over the Material at all time, and shall not grant, convey, assign, transfer or otherwise distribute the Material to any person, other than as specified in this Agreement. The license granted under this Agreement does not confer any rights upon Licensee: (a) by implication, estoppel, or otherwise as to any technology not specifically encompassed by this Agreement or (b) to use the Material outside of the Licensed Field.
- Compliance with Laws. Licensee shall comply with all applicable laws, guidelines, and standards in using them
- Export Control. Licensee shall comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and shall not export or re-export the Material in violation of any such restrictions laws or regulations, or without all necessary approvals. Diversion contrary to U.S. law is prohibited. Neither the Material nor the underlying information or technology may be downloaded or otherwise exported, re-exported, or transferred (i) into any country subject to U.S. trade sanctions covering the Material, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons, the U.S. Commerce Department’s Denied Persons List, or the U.S. Commerce Department’s Entity List; or (iii) to an end-user engaged in activities related to weapons of mass destruction (nuclear, chemical, biological, and missile technology). Licensee agrees to the foregoing and represents and warrants that it complies with these conditions.
ARTICLE 3: LICENSE FEES
- Licensee shall pay the License Fee in the amount and manner as set forth on the official distribution website for the Material.
ARTICLE 4: WARRANTY DISCLAIMER AND INDEMNIFICATION
- Warranty Disclaimer. THE MATERIAL IS PROVIDED “AS IS” AND WITH ALL FAULTS. LICENSEE ACKNOWLEDGES THAT THE MATERIAL IS EXPERIMENTAL IN NATURE AND HAS NOT BEEN FULLY CHARACTERIZED. UTRF AND UT DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE MATERIAL, INCLUDING WITHOUT LIMITATION: RELIABILITY, INFRINGEMENT OR NON-INFRINGEMENT; THE PERFORMANCE OF THE MATERIAL, INCLUDING WITHOUT LIMITATION AS TO SAFETY, EFFECTIVENESS, OR COMMERCIAL VIABILITY; AND THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, OR USAGE OF UTRF MAKES NO REPRESENTATION THAT THE MATERIAL, IS OR WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
- Licensee shall indemnify, defend, and hold harmless UTRF, UT, and each of their respective officers, directors, trustees, faculty, employees, students, trainees, and agents, and their respective successors, heirs, and assigns against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys’ fees, expert witness fees, court costs and other costs and expenses of litigation at trial and appellate levels) incurred by or imposed upon any one of them in connection with any claims, suits, actions, demands or judgments that may arise from the use of the Material by Licensee, its personnel, or any other person acting on behalf of or under authorization from Licensee.
- Limitation of Liability. Licensee’s exclusive remedy for a breach of this Agreement shall be termination of this Agreement by returning or destroying the Material. UTRF shall not have liability for consequential, exemplary, indirect, special or incidental damages whether based on contract, tort or any other legal theory, arising out of or related to this Agreement or the use the Material, nor shall UTRF be liable for any lost profits of Licensee, even if UTRF is apprised of the likelihood of such damages occurring or such damages could have been reasonably foreseen by either party. UTRF’s total liability under this Agreement for any reason shall not exceed the amount of the License Fee paid under this Agreement. Licensee acknowledges and agrees that licensing the Material for the License Fee under this Agreement reflects the allocation of risks expressed by (but not limited to) the above limitations of liability. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.
ARTICLE 5: TERM AND TERMINATION
- This Agreement shall become effective on the date Licensee pays the License Fee for Material and shall remain in effect for as long as Licensee has any Material.
- Termination by UTRF. Upon any default or material breach of this Agreement by Licensee, UTRF may terminate this Agreement and the license granted hereunder, if not cured within ten (10) days of written
- Termination by Licensee. Licensee may terminate this Agreement upon at least thirty (30) days prior written
- Effect of Termination. Upon termination or expiration of this Agreement, all rights granted hereunder shall revert to UTRF and Licensee will cease the use of the As directed by UTRF, in its sole discretion, Licensee shall either: (a) transfer to UT any remaining amounts of the Material in its possession; or (b) destroy any remaining amounts of the Material, and promptly confirm the same in writing.
- Expiration or termination of this Agreement does not relieve either party of any obligation which arises before expiration or termination, including without limitation payment obligations. Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement shall survive any termination or expiration and shall continue in full force and effect.
ARTICLE 6: MISCELLANEOUS
- This Agreement may not be amended, nor may any right or remedy of either party be waived, unless the amendment or waiver is in writing and signed by a duly authorized representative of each
- All notices required or permitted relating to a claim or breach of this Agreement shall be in writing and sent to: (i) if to the Licensee: the address provided by Licensee when ordering the l Material; and (ii) if to UTRF: Attn: Vice President, 600 Henley Street, Conference Center Suite 211 Knoxville, Tennessee 37996. UTRF may substitute its address from time to time by written notice to the other and shall be deemed validly given upon documented delivery. All other notices relating to the usage of the Material may be provided by UTRF either via telephone or e-mail.
- Independent Contractors. UTRF and Licensee are not (and nothing in this Agreement may be construed to constitute them as) partners, joint venturers, agents, representatives or employees of the other, nor is there any status or relationship between them other than that of independent No party has any responsibility or liability for the actions of the other party except as specifically provided in this Agreement. No party has any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party.
- This Agreement and the license granted hereunder may not be assigned by Licensee in whole or in part to any third party without the prior written consent of UTRF.
- Entire Agreement. This Agreement embodies the entire understanding between Licensee and There are no contracts, understandings, conditions, warranties or representations, oral or written, express or implied, with reference to the subject matter of this Agreement that are not merged in this Agreement.