Provider: National Cancer Institute

Recipient: The individual's host institution, or the individual him/herself if acting independently

WHEREAS, Provider has certain proprietary software and associated material described below (hereinafter, collectively referred to as "Software"):

Computer software "BRB-ArrayTools"

and Provider agrees to transfer such Software to Recipient's investigator, to be used solely in non-commercial research activities (hereinafter noted as "Project").

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Provider and Recipient agree as follows:

1. Recipient will acknowledge the Provider as the source of the Software in all oral presentations or written publications containing any data or information regarding or resulting from use of the Software. Specifically, the acknowledgment will include the phrase: "Analyses were performed using BRB-ArrayTools developed by Dr. Richard Simon and the BRB-ArrayTools Development Team at the National Cancer Institute..

2. SOFTWARE SHALL NOT BE USED FOR TREATING OR DIAGNOSING HUMAN SUBJECTS. Recipient will not license or sell or use Software for commercial purposes or applications.

3. The Provider reserves the right to distribute Software to others and to use it for any U.S. Government purpose.  The Provider shall not be limited in future claims, publications, or distributions of Software or modifications or versions thereof, or related information.  No copyright to Software is claimed in the United States under Title 17, U.S. Code.

4. Title in the Software shall remain with the Provider. It is understood that nothing herein shall be deemed to constitute, by implication or otherwise, the grant to either party by the other of any license or other rights under any patent, patent application or other intellectual property right or interest. To the extent permitted by law, the Recipient agrees to retain control over Software and to employ all reasonable efforts to safeguard the Provider's rights in Software. Recipient further will not transfer the Software to individuals not under Recipient investigator's direct supervision and shall refer any such requests for the Software to the NCI BRB-ArrayTools website.

5. The Provider and Recipient each shall retain title to any patent or other intellectual property of their respective employees developed or created in the course of the Project defined in this Agreement. Neither Provider nor Recipient promise rights in advance for inventions developed under this Agreement.

6. To the extent permitted by law, 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 Recipient's use for any purpose of Software.

7. The Recipient acknowledges that the Software is a research tool that is being supplied AS IS, without any accompanying services or improvements from Provider. All risk as to quality and performance of the Software is with the Recipient. The Provider shall neither liable nor responsible for any maintenance or updating of the Software, nor for correction of any errors in the Software. In no event will the Provider be liable to the Recipient for damages arising out of the use or inability to use the Software, including but not limited to loss of data or data being rendered inaccurate or losses sustained by the Recipient or third parties.

8. THE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. In no event shall the Provider be liable for any damages, including, but not limited to direct, indirect, special or consequential damages, arising out of, resulting from, or in any way connected with the performance or breach of this license, whether or not based upon warranty, contract, tort or otherwise, whether or not injury was sustained by persons or property or otherwise, and whether or not loss was sustained from, or arose out of the any use, results or disposition of, the Software or services provided hereunder.

9. To the extent permitted by law, the Recipient agrees to waive any and all claims against, and to indemnify and hold harmless the U.S. Government, its employees, students, fellows, agents, consultants, contractors and subcontractors for any damage that the Recipient may incur from the Recipient's prior or future use of the Software, including any damages resulting from the reliance upon the results from the use thereof. 

10. Recipient agrees not to claim, infer, or imply Governmental endorsement of the Project, the Recipient or Recipient's personnel conducting the Project or any resulting product(s).

11. The Provider and Recipient acknowledge that they are authorized to enter into this Agreement.

12. The illegality or invalidity of any provision of this Agreement shall not impair, affect or invalidate the other provisions of this Agreement.