OHSU
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Commercial License for CORI- ADT interface using HL7

 

End-User License Agreement between

OHSU and Licensee

For the purposes of this Agreement, Oregon Health & Science University “OHSU” shall mean Oregon Health & Science University and its affiliates, including but not limited to the Howard Hughes Medical Institute or the Portland Veterans Affairs Medical Center.    

OHSU is the owner of certain inventions.  Such inventions include software, demos, datasets, algorithms, data structures, audio files, video files, text files, documentation and related materials, and shall be covered by the term “Copyright Materials.”

The Order Confirmation and Receipt describes the Licensee, Copyright Materials, Patent Rights and Payment Terms and is incorporated into this agreement by reference. 

These Copyright Materials were created in the course of research at OHSU and may be the subject of any patents and patent applications including all continuations, divisional, reissues, extensions, substitute patent applications reexaminations and any foreign counterparts to such patents and patent applications (“Patent Rights”). OHSU has the sole right to file, prosecute and maintain, determine whether or not, and where to file patent applications, to abandon the prosecution of any patents or patent applications, and to discontinue the maintenance of any patents or patent applications included in the Patent Rights.

OHSU is making such Copyright Materials available as a service to the research community.  OHSU desires such Copyright Materials to be utilized for the public benefit to the fullest extent possible. As such, OHSU is willing to grant a license of Copyright Materials to Licensee subject to the terms and conditions set forth below (“Agreement”).

  1. Grant of License.  Subject to the terms and conditions of this license and any receipt of payment, OHSU grants to Licensee a non-exclusive, non-sublicensable, non-transferable license (“License”) to use the Copyright Materials provided herein for internal, non-commercial research and development purposes (“Licensed Use”). OHSU is not obligated to provide upgrades or updates to the Copyright Materials or technical support.  Licensee may make a single copy of the Copyright Materials for backup or archive purposes only. Licensee agrees to maintain appropriate records of the number and location of all copies of the Copyright Materials and make such records available upon OHSU’s request. Licensee agrees to use any software at a single computer site. A separate license is required for each site at which any software will be used. 

  2. Ownership of Copyright Materials.  Licensee acknowledges that the Copyright Materials may have been developed under funding from the Government of the United States of America (“Government”) and, if so, that the Government may have certain rights relative thereto. OHSU represents that it is the sole owner of all right, title and interest in and to Copyright Materials, and that it has the sole right to grant licenses to Copyright Materials, subject to the rights granted to the Government. This License gives the Licensee limited use of the Copyright Materials. This License is not a sale of the Copyright Materials and OHSU retains all title to all rights and interests in the Copyright Materials. The Copyright Materials are protected by laws of the United States of America, international treaty provisions and applicable laws of the country in which it is being used.

  3. No Distribution.  Licensee agrees to not distribute the Copyright Materials to others without OHSU’s written consent.  Licensee shall refer any request for the Copyright Materials to OHSU.  To the extent Copyright Materials are available, OHSU agrees to make the Copyright Materials available, under a separate agreement. 

  4. Use.  Licensee agrees to use the Copyright Materials in compliance with all applicable statutes and regulations.  The Copyright Materials are intended solely for the Licensed Use.

  5. Non-permitted Uses.  Licensee agrees to not: a) use any software at any other location than the single computer site specified; b) rent, lease, lend, sell, transmit or otherwise distribute or dispose of the Copyright Materials temporarily or permanently without written consent of OHSU; c) alter, adapt, translate, decompile, reverse engineer or otherwise attempt to discover the source code, sequence, structure, organization or algorithms of any software; d) modify or create or permit third parties to modify or create derivative works based on the Copyright Materials, where derivative works means works based on the Copyright Materials where the Copyright Materials have been recast, transformed, adapted, or revised; e) remove, modify, alter or obscure the copyright notices or any other proprietary notices contained in or on the Copyright Materials; and f) incorporate the Copyright Materials or any part into any product for commercial sale or external use without the express permission of OHSU. 

  6. Acknowledgement.  Licensee agrees to acknowledge OHSU and OHSU Scientists as the source of the Copyright Materials in any publications reporting use of it.

  7. Modifications.  Licensee may, from time to time, request that OHSU incorporate certain features, enhancements or modifications that OHSU may have made into the Copyright Materials. OHSU may, at its sole discretion, undertake to incorporate such changes and distribute the Copyright Materials so modified to all or any of OHSU’s licensees. Licensee may modify the Copyright Materials for its own use, provided however that Licensee agrees to maintain records of such modifications and to supply OHSU with copies of any modifications and updates. Licensee agrees to provide OHSU with an irrevocable, royalty free, nonexclusive license to use, copy, prepare derivative works, distribute to others and to publicly display any modifications, including complete translations, made by Licensee to the Copyright Materials.  Such modifications shall be usable by OHSU and may be usable by the Government if developed under a Government funding agreement. OHSU is not liable for any modifications made by Licensee. Licensee does not have the right to commercial use of any derivative work incorporating the Copyright Materials. Commercial Use is defined as monetary gain from any form of exploitation. Should the Licensed Use result in the creation of an application which will be used by the company in the course of commercial activities Licensee agrees to take a license for Commercial Use. 

  8. Term and Termination.  This License shall commence on the date of delivery of the Copyright Materials to Licensee and shall terminate automatically upon breach of this License by Licensee. OHSU may terminate this Agreement if Licensee fails to pay any amount due under this Agreement within 10 days after Licensee receives written notice of that failure. Upon termination by either party, Licensee shall destroy all copies of the Copyright Materials. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, indemnity or ownership shall survive termination.

  9. Authority.  OHSU represents and certifies that subject to the limitations otherwise described in this Agreement, OHSU is entitled and authorized to grant the rights specified in this Agreement.

  10. Disclaimer of Warranties and Obligations.  OHSU does not warrant the validity of the Copyright Materials and any Patent Rights and makes no representations whatsoever (a) with regard to the scope, accuracy, completeness or usefulness of the Copyright Materials; (b) that the Copyright Materials can be exploited without infringing other patents or other intellectual property rights of third parties; or (c) that the Copyright Materials will accomplish any particular results or are safe or fit for any purpose. Except as expressly provided in this Agreement, all information, materials, services, subject matter defined by the claims of the copyright, Patent Rights, intellectual property and other property or rights granted or provided by OHSU under this Agreement are on an AS IS basis, and OHSU makes no other warranties, expressed or implied, as to any matter, and OHSU expressly disclaims the warranties of merchantability, fitness for a particular purpose, exclusivity or results obtained from use.

  11. Limitation of Liability.  In no event will OHSU be liable for any incidental, consequential, special or punitive damages resulting from the use of the Copyright Materials or Licensee's exercise of any other rights under this Agreement.  Unless prohibited by law, Licensee assumes all liability for claims for damages against it by third parties which may arise from the Licensee’s use, storage, or disposal of the Copyright Materials except that, to the extent permitted by law, OHSU shall be liable to the Licensee when the damage is caused by the gross negligence or willful misconduct of OHSU.

  12. Indemnification.  Licensee will indemnify, defend and hold harmless OHSU, its directors, trustees, officers, employees, students, fellows, agents, consultants, the sponsors of the research that led to the Copyright Materials and the inventors of the Copyright Materials from and against all claims, liability, demands, damages, costs, expenses (including attorney fees and costs) and losses, including for death, personal injury, illness and property damage, arising from or relating in any way to this Agreement or the Copyright Materials. To the extent necessary to indemnify and hold OHSU harmless from any claims by any employees of Licensee, and to the extent permitted by law, Licensee expressly waives any immunity or exemption from liability for the personal injury or death of its employees that may exist under, or any right to receive contribution from OHSU created by, the workers' compensation laws of the state where the injury occurs or the employee is located.

  13. Enforcement Rights. If Licensee becomes aware of any actual or threatened infringement of the Copyright Materials, Licensee will promptly notify OHSU of each infringement or possible infringement, as well as any facts that may affect the validity, scope, or enforceability of the Patent Rights.  OHSU has the sole right to take any action against possible infringement.

  14. Governing Law, Jurisdiction and Venue.  This Agreement will be governed by and construed in accordance with the laws of the State of Oregon without reference to its choice of law provisions or the International Convention on the Sale of Goods. Any claim, action or suit between OHSU and Licensee that arises out of or relates to performance of this Agreement will be brought and conducted solely and exclusively within the Circuit Court for Multnomah County, Oregon, and Licensee consents to the jurisdiction of and venue in those courts. However, if any such claim, action or suit may be brought only in a federal forum, it will be brought and conducted solely and exclusively within the United States District Court of Oregon.

  15. Notice.  Licensee agrees to provide all notices to: Attention: Associate Vice President, Technology Transfer and Business Development, Oregon Health & Science University, 0690 SW Bancroft Street, Mailcode L106TT, Portland, OR 97239, Phone: 503-494-8200, Fax: 503-494-4729, Email: techmgmt@ohsu.edu.         

This License is a complete and exclusive statement of the terms and conditions of the agreement between Licensee and OHSU.