BAYES-BLOCK ALIGNER SOFTWARE
L I C E N S E A G R E E M E N T
FOR
COMMERCIAL USERS:This agreement is made by and between Health Research, Inc. at One University Place, Rensselaer, NY 12144-3455, hereinafter referred to as "LICENSOR," and
INSTITUTION:
________________________________________________________________________________________________________________________________________ ____________________________________________________________________
at
DEPARTMENT:
____________________________________________________________________
at
BUSINESS ADDRESS: _____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
hereinafter referred to as "LICENSEE."
WHEREAS, LICENSOR has developed a proprietary computer program entitled, "BAYES-BLOCK ALIGNER SOFTWARE" (hereinafter referred to as "PROGRAM"); and LICENSEE desires to obtain and LICENSOR desires to grant a license to use the PROGRAM named above.
NOW, THEREFORE, in consideration of the promises and covenants herein contained, the parties agree as follows:
I. LICENSE
LICENSEE shall hereby receive a non-exclusive, nontransferable right to use the PROGRAM furnished by LICENSOR subject to the terms and conditions of this License.
II. LIMITATION OF LICENSE AND RESTRICTIONS
LICENSOR grants license for the expressed use of a USER GROUP affiliated with the LICENSEE institution and defined as follows:
USER GROUP shall be: All members _____________________________________ Research
(research project/area)
Group, of approximately _________________________________________________ members.
(size of group)
LICENSEE agrees to restrict access and use of PROGRAM to members of the USER GROUP as defined herein.
LICENSEE shall not use, print, copy, translate or display the PROGRAM, in whole or in part, unless expressly authorized in this License.
LICENSEE agrees that it shall use the PROGRAM only for LICENSEE's sole and exclusive use, and shall not disclose, sell, assign, license, or otherwise distribute the PROGRAM to any third party without the prior written consent of LICENSOR. LICENSEE agrees to secure and protect the PROGRAM and any copies in a manner consistent with the Maintenance of LICENSOR's rights in the PROGRAM and to take appropriate action by instruction or agreement with its employees who are permitted access to the PROGRAM in order to satisfy LICENSEE's obligations under this License.
Any modification to the program made by LICENSEE shall be considered part of the PROGRAM.
Except as required under section IV of this LICENSE, LICENSEE shall not use the name or names of Health Research, Inc. the Wadsworth Center, the New York State Department of Health or the State of New York, or any adaptation, abbreviation or derivative of any of them, whether oral or written, without the prior written permission of HRI.
III. CONSIDERATION
LICENSEE agrees to pay LICENSOR a License Fee of Two Thousand Dollars ($2,000) for PROGRAM. Payment shall be made by check in U.S. currency, paid in advance to the order of "Health Research, Inc.", One University Place, Rensselaer, NY 12144-3456.
IV. TITLE AND OWNERSHIP
Sole title and ownership rights in the PROGRAM shall remain with LICENSOR.
LICENSEE acknowledges LICENSOR'S proprietary rights in the PROGRAM and agrees to reproduce all copyright notices supplied by LICENSOR on all copies of the PROGRAM.
LICENSEE will acknowledge the program authors on any publication of scientific results based in part on use of the program and cite the article in which the program was described (Zhu, J.;Liu, J.S.; Lawrence, C.E. Bayesian adaptive sequence alignment algorithms. Bioinformatics, 14:25-39, 1998).
LICENSOR warrants that to the best of its knowledge, PROGRAM does not infringe upon or violate any patent, copyright, trade secret or any other proprietary right of any third party.
V. DISCLAIMER OF WARRANTY
THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN THE PROGRAM WILL MEET LICENSEE'S REQUIREMENTS OR
THAT OPERATION WILL BE UNINTERRUPTED OR ERROR FREE.
LICENSEE fully indemnifies LICENSOR so that LICENSOR shall not be liable for special, indirect, incidental, or consequential damages, even if it has been or is hereafter advised of the possibility of such damages, from LICENSEE's use of, or inability to use the PROGRAM.
VI. MISCELLANEOUS
This License shall be construed in accordance with the laws of the State of New York.
This license represents the complete and final statements between LICENSOR and LICENSEE and supersedes all prior agreements, proposals, representations and other communications between them with respect to use of the PROGRAM. This License may be modified only with the mutual written approval of an authorized representative of LICENSEE and LICENSOR.
LICENSEE agrees that it will be responsible for any sales, use or excise taxes imposed by any governmental unit in this transaction, except income taxes.
If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement will be valid and enforceable to the maximum extent possible.
The waiver or failure of LICENSOR to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.
Duplication or resale of the PROGRAM without prior authorization is prohibited.
AGREED TO:
LICENSEE LICENSOR
__________________________________ ____________________________________
Signature Signature
__________________________________ Michael Barth, Executive Director
Name/Title Name/Title
this ______ day of _________, ________ this ______ day of _________, ________
(Day) (Month) (Year) (Day) (Month) (Year)
. . . . . . . . . . . . . . .
RETURN TWO ORIGINAL SIGNED AGREEMENTS WITH FEE PAYABLE TO HEALTH RESEARCH, INC. SEND TO THE ATTENTION:
Tammy Cousins
Associate Director of Technology Transfer
H e a l t h R e s e a r c h I n c.
One University Place
Rensselaer, NY 12144-3455
(518)431-1208 FAX (518)431-1234
E-mail tac01@health.state.ny.us
NOTE: Our organization is unable to process a BAYES-BLOCK ALIGNER ORDER unless we receive:
ü
Full Payment ($2,000.00 U.S. currency) payable to Health Research, Inc.ü
Two Signed ‘BAYES-BLOCK ALIGNER License Agreements’ (this document).ü
The BAYES-BLOCK ALIGNER License Agreements are Originals (no copy/fax).To insure accurate processing, please provide Contact Information for Principal Scientist of User Group: