This Agreement is made as
of the ______day of _____, 201__ (The "Effective Date") between The
General Hospital Corporation, through its Laboratory of Computer Science
("the General"), and _________________ ("Licensee)
Whereas, the General is the
owner of certain rights, title and interest in certain medical education
computer programs and databases, and related documentation known as the WWW
version of DXplain ("the Software"); and
Whereas, the General owns
the copyright and has the right to grant licenses to use the Software and
wishes to have the Software used in the public interest; and
Whereas, Licensee wishes to
obtain a nonexclusive license to use the Software via the Internet upon the
terms and conditions hereinafter set forth;
Now, therefore, in
consideration of the foregoing and of the mutual covenants, terms and
conditions herein contained, the parties agree as follows:
1) Software
The Software licensed
pursuant to this Agreement is a computer-based medical education and clinical
decision support system. Using the Software, the user can 1) enter a list of
signs, symptoms, and laboratory findings to generate a list of diseases that
are suggested by one or more of the findings, 2) request information on a
disease in the database and 3) request a discussion about a particular finding
in the database.
2) License and Use of
Software
The General hereby grants
to Licensee nontransferable, nonexclusive rights to use the Software for
medical education and clinical decision support for 12 months from the
Effective Date (hereinafter referred to as Rights Granted). The Software shall
be accessed over the Internet by the Licensee from a computer located at
The
Software is not intended to provide the "right answer" or to give definitive
medical consultation. THE
KNOWLEDGE BASE CONTAINED IN THE SOFTWARE INCLUDES A SIGNIFICANT NUMBER OF
COMMON AND RARE DISEASES, BUT SHOULD NOT BE CONSIDERED COMPLETE DUE TO A NUMBER
OF POSSIBLE CAUSES, INCLUDING BUT NOT LIMITED TO A LACK OF COMPLETE COVERAGE OF
ALL SIGNS, SYMPTOMS AND LABORATORY TESTS AND ALL DISEASE ENTITIES, THE
INABILITY OF THE SOFTWARE TO ACCEPT THE USER'S DESCRIPTION OF CLINICAL
FINDINGS, THE FAILURE OF THE SOFTWARE TO CONSIDER THE RELATION BETWEEN THE
CLINICAL MANIFESTATIONS AND THE DISEASE ENTITIES, OR BECAUSE OF COMPUTER OR
HUMAN ERROR. BECAUSE OF THESE FACTORS, IT IS IMPORTANT THAT THE SOFTWARE BE
USED ONLY AS A REFERENCE TOOL, SIMILAR TO THE USE OF A TEXTBOOK OR A JOURNAL
ARTICLE AND THAT THE SOFTWARE NOT BE USED AS A SUBSTITUTE FOR HEALTH
PROFESSIONAL DIAGNOSTIC DECISION MAKING.
Licensee agrees not to,
decompile, disassemble or reverse engineer the Software (including both
programs and database). Licensee agrees that the Software (including programs,
algorithms and database) shall not be used, downloaded, or copied or used for
any purpose other than as specified by this Agreement. Licensee's obligations
under this paragraph shall survive the termination of this Agreement.
3) Rights in Program
The Licensee acknowledges
that title to the Software shall remain with the General and that the General
retains all copyright, trade secrets, and other intellectual property rights in
the Software. The Licensee agrees not to remove or obscure the General's
copyright notices from the Software. Licensee shall at all times hereafter
protect the Software and all related technical information, data and materials
supplied by the General from unauthorized use, transfer, and modification using
the same measures as those used by Licensee in protecting its own confidential
and/or proprietary information.
4) Royalty
In consideration of the
rights granted herein, Licensee shall pay to the General nonrefundable
______________________ dollars ($________USD ) ("the Royalty") upon
execution of this Agreement. The Royalty must be paid in US dollars.
5) Access to DXplain
Upon execution of this
Agreement, and payment of the Royalty, the General shall provide an Internet
URL, group username/password and instructions so that the Licensee can access
the Software via the Internet from a computer system located at
The General agrees to use
reasonable efforts to make the Software available via Internet twenty four (24)
hours per day, seven (7) days per week except for routine maintenance usually
scheduled for off-peak hours, HOWEVER, the General cannot guarantee such access
in the event of problems due to hardware, software or communications
difficulties.
6) Warranties
The General represents
that, to the best of its knowledge and belief, it has the right to make the
grants made hereunder and that neither such grants nor the Licensee's use of
the Software in accordance with such grants will infringe the rights of any
third parties. LICENSEE AGREES THAT THE RIGHTS GRANTED HEREUNDER ARE MADE
AVAILABLE WITHOUT WARRANTY OF ANY KIND EXPRESSED OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, AND FURTHER INCLUDING NO WARRANTY AS TO CONFORMITY WITH USER
DOCUMENTATION OR OTHER LITERATURE WHICH MAY BE ISSUED FROM TIME TO TIME.
7) Release
Licensee shall release the
General and its trustees, officers, employees, staff members, agents or
contractors from and against any claim, charge, demand, action or suit, whether
in contract, tort or otherwise, for any and all losses, costs, charges, claims,
demands, fees, expenses or damages of any nature or kind arising out of,
connected with or resulting from the use of the Software by Licensee, its
affiliates, employees, faculty, students, agents or any other individual
obtaining access to the Software by Licensee, or relating in any way to this
Agreement. IN NO EVENT SHALL THE GENERAL BE LIABLE TO LICENSEE, ITS AFFILIATES,
EMPLOYEES, FACULTY, STUDENTS, AGENTS OR ANY OTHER INDIVIDUAL OBTAINING ACCESS
TO THE SOFTWARE BY LICENSEE FOR SPECIAL, DIRECT, INDIRECT OR CONSEQUENTIAL
DAMAGES, LOSSES, COSTS, CHARGES, CLAIMS, DEMANDS, FEES OR EXPENSES OF ANY
NATURE OR KIND.
8) Termination
This Agreement shall
terminate 12 months from the Effective Date. Upon any material breach of this
Agreement by Licensee, the General shall have the right to terminate this
Agreement.
9) Entire Agreement
This Agreement sets forth
all of the covenants, provisions, agreements, conditions, and understandings
between the parties and there are no covenants, promises, agreements,
conditions, or understandings, either oral or written, between them other than
those set forth herein.
IN WITNESS WHEREOF, the
parties have caused this License Agreement to be signed on their behalf by
their duly authorized representatives, to take effect as a sealed instrument.
THE GENERAL HOSPITAL
CORPORATION
____________________________________________________________
DXplain Institutional
License Agreement Read, Accepted and Agreed to:
For:__________________________________________________
(Name of Institution/Company)
Institutional Contact Name
(type or print clearly):______________________________________________________
Institutional Contact
Signature:_____________________________________________________________________
Title:___________________________________________email:
(print clearly or type) ________________________
Telephone:
_____________________________Date: ______________________________
Address:
__________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
By:_____________________________________________Title:
_________________________________________
(Name / Title of Institutional Officer-type or print clearly)
Signature of Institutional
Officer:____________________________________
IP Address(es) to be used for institutional
access:_______________________
Type of Institution: [ ]
If Hospital: Number of
beds________ # Residents______ # MDs______
# Other Health Professionals_________ Number of Medical Students__________
If
Please return the entire
signed agreement with royalty to:
DXplain Project
Laboratory of Computer Science,
7/07