Subject to the terms and conditions of this Agreement between DUKE and RECIPIENT, DUKE hereby grants to RECIPIENT a non-exclusive, no-cost license under any applicable intellectual property rights that are owned and licensable by DUKE and unencumbered by previous legal or contractual restrictions, to use the DOWNLOAD PACKAGE and its contents, which may include software, documents, blueprints, diagrams, and/or other references such as setting forth, establishing, or explaining design and manufacturing protocols.
No rights are granted to RECIPIENT to sublicense or otherwise share the DOWNLOAD PACKAGE, including any of its contents, with any other party without the express written permission of DUKE. The DOWNLOAD PACKAGE and its contents will be kept strictly confidential by RECIPIENT and may only be shared or discussed with DUKE or third parties that have separately agreed to this Agreement with DUKE to access the same DOWNLOAD PACKAGE.
DUKE shall own all improvements and modifications of the materials contained in the DOWNLOAD PACKAGE, including those resulting from the input, feedback, or suggestions which RECIPENT may provide to DUKE. Any licenses granted in this Agreement are subject to any rights required to be granted under prior research or sponsorship agreements, or retained by the U.S. government, for example in accordance with Chapter 18 or Title 35 of U.S.C. 200-212 and the regulations thereunder (37 CFR Part 401), when applicable.
DUKE IS PROVIDING AND LICENSING THE DOWNLOAD PACKAGE ON AN “AS IS” BASIS. THE CONTENTS OF THE DOWNLOAD PACKAGE ARE EXPERIMENTAL IN NATURE AND EFFECTIVENESS, CHARACTERISTICS AND PERFORMANCE ARE NOT COMPLETELY KNOWN. DUKE MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DUKE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE USE OF THE CONTENTS OF THE DOWNLOAD PACAKGE WILL BE SAFE OR EFFECTIVE FOR ANY PARTICULAR USE AND WILL NOT INFRINGE UPON ANY PROPRIETARY RIGHTS OF ANY THIRD PARTY. LICENSE HEREBY AGREES TO WAIVE, RELEASE, AND HOLD HARMLESS DUKE AND ITS AFFILIATES FROM ANY AND ALL LIABILITIES, INJURIES, CLAIMS, SUITS, PENALTIES, FINES, DAMAGES, ATTORNEYS’ FEES, OR OTHER EXPENSES OF ANY TYPE TO THE EXTENT THAT SUCH LOSS ARISES OUT OF OR IS RELATED TO CONNECTED IN ANY WAY TO THE USE, DISPOSITION, TRANSFER, OR SALE OF THE DOWNLOAD PACAKGE AND/OR ITS CONTENTS.
RECIPIENT shall defend, indemnify and hold harmless DUKE and its trustees, officers, employees, students, agents and developers of the DOWNLOAD PACKAGE for and against any and all claims, demands, damages, losses, and expenses of any nature, including legal expenses and attorneys’ fees, resulting from, but not limited to, death, personal injury, illness, property damage, economic loss or products liability, including errors and omissions, arising from or in connection with, RECIPIENT’S use of the DOWNLOAD PACKAGE and/or its contents.
RECIPIENT agrees to comply with all applicable laws and regulations, including but not limited to all United States laws and regulations controlling the export of commodities and technical data. RECIPIENT shall be solely responsible for any violation of such laws and regulations involving RECIPIENT and to defend, indemnify and hold harmless DUKE if any legal action of any nature results from any such violation. DUKE disclaims any obligation or liability arising under the provisions of this Agreement if RECIPIENT is charged in a governmental action for not complying with or fails to comply with governmental regulations in the course of taking steps to use DOWNLOAD PACKAGE to a point of practical application. RECIPIENT shall ensure that evaluation, and manufacturing under this Agreement complies with all government regulations in effect including, but not limited to, Federal, state, and municipal legislation.
This Agreement shall extend for twelve (12) months from the date of RECIPIENT’s acceptance of these terms and conditions, subject to further extension if needed to continue addressing the COVID-19 public health emergency. Upon any material breach or default of this Agreement by RECIPIENT, DUKE has the right to terminate this Agreement.
This Agreement shall be governed by and construed under the laws of the state of North Carolina without regard for principles of choice of law. DUKE and RECIPIENT hereto irrevocably consent to and waive any objection to the exclusive jurisdiction of and venue in the applicable federal and/or state courts located in Durham County, State of North Carolina for any and all claims arising out of this Agreement.
RECIPIENT shall refrain from using the name, mark, logo, image or any adaption thereof of DUKE or its employees in publicity or advertising without the prior written approval of DUKE. Reports in scientific literature and presentations of joint research and development work are not publicity. Notwithstanding this provision, without prior written approval of DUKE, RECIPIENT may publicly acknowledge use of the DOWNLOAD PACKAGE that was developed at Duke University. However, in no event, shall RECIPIENT represent, either directly or indirectly, that any product or service is a product or service of DUKE.
The individual accessing the DOWNLOAD PACKAGE directly and expressly warrants that the individual has authority to accept the terms and conditions of this License Agreement on behalf of the business organization or institution for whom the DOWNLOAD PACAKGE will be used.