SOFTWARE TRANSFER AND LICENSE AGREEMENT
Provider: Center for Information Technology (CIT), National Institutes of Health (NIH), an agency of the United States Public Health Service (PHS) within the Department of Health and Human Services (DHHS)†††††††††††
Recipient: The non-profit individual and host institution, or the non-profit individual if acting independently
MemExp: certain proprietary software and associated materials, including the MemExp executable software, MemExp documentation and sample MemExp input files, created by Federal Government employees in the course of official duties, and owned by Provider
This is a legal Agreement between Recipient and Provider, whereas by accepting, receiving, and using MemExp, Recipient is agreeing to be bound by the terms of this Agreement:
1. Provider agrees to transfer MemExp to Recipient solely for non-commercial research activities. MemExp is made available to U.S. Federal Government Agencies and other U.S. National Laboratories, Universities, Academic and Non-Profit Institutions, for their own internal research and development, through a no cost, restricted R&D license.
2. Title to MemExp shall at all times remain with Provider, and Recipient agrees to preserve same. It is understood that nothing herein shall be deemed to constitute, by implication or otherwise, the grant of any license or other rights under any patent, patent application or other intellectual property right or interest.† Provider reserves the right to distribute MemExp to others and to use it for Provider's own purposes.††
4. Recipient will not license or sell or use MemExp for commercial purposes or applications.† Recipient shall retain control over MemExp and further will not transfer MemExp to individuals not under Recipient direct supervision without express advance written approval of Provider.†
5. Recipient will cite the original MemExp publication in all written publications containing any data or information regarding or resulting from use of MemExp.
6. Memexp may not be used for treating or diagnosing human subjects.† Recipient agrees to comply with all Federal regulations applicable to research projects and handling of research materials.
7. Recipient agrees to hold the United States Government harmless and to indemnify the Government for all liabilities, demands, damages, expenses and losses arising out of Recipientís use of MemExp for any purpose.†
8. Recipient agrees not to claim, infer, or imply Governmental endorsement of the Recipient or any resulting product(s) or service(s) and no endorsement should be inferred.†
9. memexp is supplied to recipient with no warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.† Provider makes no representations that the use of MemExp will not infringe any patent or proprietary rights of third parties.
10. Recipient acknowledges that MemExp is a research tool still in the development stage and that it is being supplied as is, without any accompanying services or improvements from Provider. All risk as to quality and performance of MemExp is with Recipient. In no event will Provider be liable to Recipient for damages arising out of the use or inability to use MemExp, including but not limited to loss of data or data being rendered inaccurate or losses sustained by Recipient or third parties.