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HomeMy WebLinkAbout2016-321 Aging - John Hopkins University - Non-exclusive License Agreement for OC Cares 3a► NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY ORANGE COUNTY, NORTH CAROLINA JHU AGREEMENT #A30412 C12825 RFF-JHU REF.#A30412;C12825 Johns Hopkins University License to Healthcare Provider This License Agreement ("Agreement") is made effective as of June 21, 2016 ("Effective Date")between Johns Hopkins University,having an address at 3400 N. Charles Ave., Baltimore, MD 21218 ("JHU") and Orange County, a local political subdivision of the State of North Carolina by and through its' Department on Aging having an address at Post Office Box 8181, Hillsborough,NC 27278 ("Licensee"). The Parties agree as follows: 1. Definitions 1.01 "Author"means Laura Gitlin, Ph.D. 1.02 "Authorized User" shall mean five (5) employees of Licensee who has registered and has authorized access to Licensed Materials. 1.03 "Derivative Works"means works based upon one or more preexisting Works, such as a translation, abridgment, condensation, or any other form in which a Work may be recast,transformed, edited, revised, annotated, or adapted, which as a whole represents the original work of authorship. 1.04 "Licensed Materials"means JHU Technology Case#C12825 entitled"Tailored Activity Program for People with Dementia". 1.05 "Licensed Rights"means the limited right to use the Licensed Materials granted by JHU to Licensee and individual Authorized Users under Article 2 of this Agreement, subject to all of the terms and conditions of this Agreement. 1.06 "Works"means original work of authorship created by Author through performance of Author's duties within the scope of Author's employment with JHU. 2. Grant of Copyright and Exclusions 2.01 Grant to Healthcare Provider: Subject to the terms and conditions of this Agreement, JHU hereby grants to the Licensee a non-exclusive, non-sublicensable limited license to use the Licensed Materials in accordance with the following Licensed Rights: a. Allow Authorized Users to access the Licensed Materials through a Johns Hopkins University web server; b. Make such temporary local electronic copies of the Licensed Materials as are reasonably necessary to ensure efficient use thereof by Authorized Users; RFF-JHU REF.#A30412;C12825 c. Display, download, or print the Licensed Materials for implementation of the program only; and d. Use the Licensed Materials to create an online course available only to Authorized Users via a Johns Hopkins University web server. 2.02 Grant to Individual Authorized Users: Subject to the terms and conditions of this Agreement, JHU hereby grants to Authorized Users a non-exclusive, non- sublicensable limited license to use the Licensed Materials in accordance with the following Licensed Rights: a. Search, view, retrieve and display the Licensed Materials; b. Electronically save portions of the Licensed Materials for implementation of the program. 2.03 License Exclusions: Licensee and Authorized Users shall be prohibited from doing the following: a. Sublicense and/or otherwise distribute or transfer the Licensed Materials to anyone other than Authorized Users under this Agreement; b. Sell or offer Licensed Materials for sale; c. Remove or alter the author's name, publisher's copyright notices, or other means of identification from the Licensed Materials; d. Make print or electronic copies of the Licensed Materials for any purpose, other than those specified in Articles 2.01 and 2.02; e. Place or distribute the Licensed Materials on any unauthorized electronic network, including, without limitation,the Internet or World Wide Web; f. Use the Licensed Materials for commercial or private business purposes; g. Distribute the whole or any part of the Licensed Materials to anyone other than Authorized Users; h. Create derivative works based on the Licensed Materials or combine them with any other products; or i. Alter, abridge, adapt, or modify the Licensed Materials, except as explicitly permitted under Articles 2.01 and 2.02. RFF-JHU REF.#A30412;C12825 2.04 Obligation to provide updates: JHU shall have no obligation to provide updates of the Licensed Materials. 3. Payment 3.01 License Fee: As consideration for JHU's grant of a License to Licensee and Authorized Users under this Agreement, Licensee shall pay to JHU a non-refundable license fee of seven thousand, five hundred dollars ($7,500) ("License Fee") within thirty (30) days of the Effective Date and in the manner set forth below. The License Fee includes, (a)the online training Program, (b) eight(8)hours of in person or virtual follow-up, (c) three (3) online coaching sessions, and(d) all Program forms and materials. Following completion of items a-d above, each User will receive a certificate of completion and will be eligible to use the Program. 3.02 Method of Payment: All payments under this Agreement shall be made in U.S. Dollars by either check or wire transfer. 3.03 Payment Information: All payments from Licensee to JHU shall be sent to: Executive Director Johns Hopkins Technology Transfer The Johns Hopkins University 100 N. Charles Street, 5th Floor Baltimore, MD 21201 Reference: JHU Agreement A30412 or such other addressee which JHU may designate in writing from time to time. Checks are to be made payable to "The Johns Hopkins University". Wire transfers may be made through: ACH for U.S. Payments: Johns Hopkins University Central Lockbox Bank of America 100 S. Charles Street Baltimore, Maryland 21201 Transit/routing/ABA number: 052001633 Account number: 003936830516 Type of account: depository (CTX format is preferred; CCD+ is also accepted) Reference: JHU Tech Transfer (JHU Agreement A30412) RFF-JHU REF.#A30412;C 12825 FED WIRE for International Payments Johns Hopkins University Central Lockbox Bank of America 100 West 33rd Street New York,NY 10001 SWIFT code: BOFAUS3N Account number: 003936830516 Type of account: depository Reference: JHU Tech Transfer(JHU Agreement A30412) Licensee shall be responsible for any and all costs associated with wire transfers. Licensee shall provide JHU with the date of wire transfer payment and ACH confirmation number upon completion of such payment. 3.04 Invoices: Any invoice for payment sent by JHU to Licensee may be electronically provided by e-mail service. JHU will send invoices to an e-mail address provided by Licensee. Licensee will provide JHU with any updates to this e-mail address. 4. Representations and Warranties 4.01 Disclaimer of Warranties: JHU does not warrant the validity of any copyrights or that the exclusive rights granted hereunder, shall be free from copyright infringement. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 4.01, LICENSEE AND AUTHORIZED USERS AGREE THAT THE LICENSED MATERIALS ARE PROVIDED "AS IS", AND THAT JHU MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERFORMANCE OF LICENSED MATERIALS INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL VIABILITY. JHU DISCLAIMS ALL WARRANTIES WITH REGARD TO LICENSED MATERIALS UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, JHU ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF JHU AND AUTHOR, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' FEES, AND COURT COSTS (EVEN IF JHU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE LICENSED MATERIALS UNDER THIS AGREEMENT. RFF-JHU REF.#A30412;C12825 4.02 Assumption of Liability: Licensee and Authorized Users assume all responsibility and liability for loss or damage caused by Licensee and/or Authorized Users use of the Licensed Materials. 5. Notices 5.01 Notice Information: All notices and/or other communications pertaining to this Agreement shall be in writing and sent by registered mail or certified mail, return receipt requested, or sent by overnight courier, such as Federal Express,to the parties at the following addresses or such other address as such party shall have furnished in writing to the other party in accordance with this Article 5.01: FOR JHU: Executive Director Johns Hopkins Technology Transfer The Johns Hopkins University 100 N. Charles Street, 5th Floor Baltimore, MD 21201 Reference: JHU Agreement A30412 FOR Company: ATTN: Director Orange County Department of Aging Post Office Box 8181 Hillsborough,NC 27278 6. Term, Termination, Default and Survival 6.01 Expiration: This term of this Agreement shall commence on the Effective Date and shall expire two years thereafter, subject to earlier termination in accordance with Article 6.02 below. 6.02 Termination by Licensee: Licensee may terminate this Agreement and the license granted herein, for any reason, upon giving JHU sixty(60) days written notice under Article 5.01. 6.03 Reversion of Rights: Upon expiration or earlier termination of this Agreement, all rights in and to the Licensed Materials shall revert to JHU at no cost to JHU. 6.04 Removal of Material from Secure Network: Upon termination or expiration, Licensee and Authorized Users shall delete all copies of Licensed Materials from its network and provide evidence of such deletion. RFF-JHU REF.#A30412;C12825 6.05 Survival: All applicable provisions, including but not limited to Articles 3.01 (Licensing Fee), Article 4 (Representations and Warranties), 6.03 (Reversion of Rights), 8.02 (Severability), 8.03 (Use of Name), Article 7 (Indemnification), 8.07 (Binding Effect) and 8.08 (Governing Law) shall survive termination or expiration of this Agreement. 6.06 Default& Termination: Upon breach or default of any of the terms or conditions of this Agreement by either party,the party to learn of such default or breach shall provide written notice of such default or breach to the other party. The defaulting party shall have a period of thirty(30) days after receipt of such notice to correct the default or breach. If the default or breach is not corrected within said thirty (30) day period, the party not in default shall have the right to terminate this Agreement. 7. Indemnification 7.01 Indemnification: Licensee and its Authorized Users shall indemnify, defend with counsel reasonably acceptable to JHU, and hold JHU, The Johns Hopkins Health Systems,their representatives, including but not limited to, present and former trustees, officers, Author, agents, faculty, employees and students ("JHU Indemnitees"), harmless to the extent provided by North Carolina law against any judgments, fees, expenses, or other costs arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought as a consequence of Licensee and/or Authorized Users practicing the rights granted herein by any of the foregoing entities, whether or not JHU or Author, either jointly or severally, are named as a party defendant in any such lawsuit and whether or not JHU or Author are alleged to be negligent or otherwise responsible for any injuries to persons or property. The obligation of the Licensee and Authorized Users to defend and indemnify as set out in this Article 7.01 shall survive the termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in the Agreement. 8. Miscellaneous 8.01 Assignment: This Agreement is binding upon and shall inure to the benefit of JHU, its successors and assigns and shall not be assignable to another party, except that the Licensee shall have the right to assign this Agreement to another party in the case of the sale or transfer by the Licensee of all, or substantially all, of its assets to that party- 8.02 Severability: In the event that any one or more of the provisions of this Agreement should for any reason be held by any court or authority having jurisdiction over this Agreement, or over any of the parties hereto to be invalid, illegal, or unenforceable, RFF-JHU REF.#A30412;C12825 such provision or provisions shall be reformed to approximate as nearly as possible the intent of the parties, and if unreformable, shall be divisible and deleted in such jurisdictions; elsewhere, this Agreement shall not be affected. 8.03 Use of Name: Licensee and Authorized Users shall not use the name of The Johns Hopkins University or The Johns Hopkins Health System or any of its constituent parts, such as the Johns Hopkins Hospital or any contraction thereof or the names of Author in any advertising, promotional, sales literature or fundraising documents without prior written consent from an authorized representative of JHU. Licensee and Authorized Users shall allow at least seven (7) business days' notice of any proposed public disclosure for JHU's review and comment or to provide written consent. 8.04 Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the obligations of the parties with respect to the subject matter hereof, and supersedes and replaces all prior agreements, understandings, writings, and discussions between the parties relating to said subject matter. 8.05 Amendment& Waiver: This Agreement may be amended and any of its terms or conditions may be waived only by a written instrument executed by the authorized officials of the parties or, in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by either party of any condition or term in any one or more instances shall be construed as a further or continuing waiver of such condition or term or of any other condition or term. 8.06 Binding Effect: This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 8.07 Governing Law: INTENTIONALLY DELETED. 8.08 Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. RFF-JHU REF.#A30412;C12825 IN WITNESS WHEREOF the respective parties hereto have executed this Agreement by their duly authorized officers on the date appearing below their signatures. THE JOHNS HOPKINS UNIVERSITY ORANGE COUNTY By: By: Neil Veloso Bonnie Hammersley Executive Director County Manager Johns Hopkins Technology Transfer Date: Date: RFF-JHU REF.#A30412;C12825