Data Access Agreement
This Data Access Agreement governs the terms of access to the Data 
generated or collated by ImmunoBase.
Background:
The Member who contributed the Data (“Data Producer”) together with their
Collaborators, are the custodians of that Data and hold such ownership rights as
may exist in relation to such Data.  The Members are committed to providing
access for the Research Community (by way of the ImmunoBase Database) for 
Biomedical Research purposes.
The Recipient and the Recipient Institution agree to be bound by the terms and
conditions contained herein,and agree to ensure that all Data Users comply with
the terms and conditions of this Agreement.
For the sake of clarity, the terms of access set out in this Data Access Agreement
apply both to the Recipient and the Recipient Institution. 
Terms and Conditions:
1. The Recipient and the Recipient Institution agree to only use the Data for
   academic research.
2. The Recipient and the Recipient Institution agree to preserve, at all times, the 
   confidentiality of the Data. In particular, they undertake not to use, or 
   attempt to use, the Data to compromise or otherwise infringe the
   confidentiality of information on the Donors.
3. The Recipient and the Recipient Institution agree to protect the 
   confidentiality of Donors in any Publications that they prepare by taking all
   reasonable care to limit the possibility of Donor identification.
4. The Recipient and the Recipient Institution agree not to link or combine the
   Data provided under this Data Access Agreement to other information or
   other data available to them in a way that could identify the Donors, even if
   access to that data has been formally granted to the Recipient and the 
   Recipient Institution, or is freely available without restriction.
5. The Recipient and the Recipient Institution agree not to transfer or disclose
   the Data, in whole or part or any copies  thereof, in whole or part (in any
   medium), to anyone not listed as: 
   a) a Data User in Schedule VI of this Data Access Agreement; 
   b) a Co-Applicant on the Research Project who’s institution has signed as Recipient
      Institution in a parallel Data Access Agreement for this Research Project; or 
   c) a Co-Applicant’s Data User as listed in Schedule VI of the parallel Data Access 
      Agreement for this Research Project, except as necessary for data safety monitoring,
      national audits or as required by law. Should the Recipient or the Recipient Institution
      wish to share the Data with an Third Party that is not a Co-Applicant, that Third Party
      must complete the Data Access Application for External Investigators prior to receiving the Data.
6. Pursuant to the warranty secured from the Data Producer under the Data
   Deposit Agreement, ImmunoBase hereby warrants that the Data has been 
   obtained in accordance with all relevant laws and guidelines and that the
   Data has been obtained from Donors that have given their informed consent
   for their tissue samples and Data to be used for research purposes. 
7. Subject to Clause 6 above, the Recipient and the Recipient Institution agree
   that ImmunoBase, the Data Producer(s) or Collaborator involved in the
   creation, funding or protection of the Data:
   a) Make no warranty or representation, express or implied as to the
      accuracy, quality or comprehensiveness of the Data; 
   b) Exclude to the fullest extent permitted by law all liability for actions,
      claims, proceedings, demands, losses (including but not limited to
      loss of profit) and any associated costs made against the Recipient
      that may arise (whether directly or indirectly) in any way
      whatsoever from the Recipient’s use of the Data or from the
      unavailability of, or break in access to, the Data for whatever reason
      and; and 
   c) Bear no responsibility for the further analysis or interpretation of 
      these Data.
8. The Recipient and the Recipient Institution agree to follow the 
   Fort Lauderdale Guidelines included as Schedule I of this Agreement and the
   Toronto Statement included as Schedule II of this Data Access Agreement.
   This includes but is not limited to: recognising the contribution of the Data 
   Producer and their Collaborators in the Primary Publication describing and
   analysing the Data (as appropriate); the version of the Data; the role of 
   ImmunoBase; and the role of any Collaborators or funders of the Data
   collection or Cleaning, as specified in the Data Deposit Application
   or otherwise disclosed by the Data Access Committee, in all Publications arising
   from the Research Project in whole or in part. An example of suitable wording
   is provided in the Publications Policy attached as Schedule III of this
   Agreement.
9. The Recipient and the Recipient Institution agree to follow the Publication
   Policy attached as Schedule III of this Agreement. This includes respecting
   the Publication Moratorium period for Data Producers and their Collaborators
   to publish the first peer-review report(s) describing and analysing the Data.
10. The Recipient and Recipient Institution understand and acknowledge that the
    Data are protected by copyright and other intellectual property rights, and
    that duplication, except as reasonably required to carry out the Research
    Project, or sale of all or part of the Data on any media is not permitted. 
11. The Recipient and the Recipient Institution agree not to make intellectual
    property claims on the Data nor use the Data to make a related intellectual
    property claim,and not to use or encumber the results of the Research
    Project in a manner that would prevent or block access to, or use of, any
    element of the Data, or conclusions drawn directly from the Data.
12. The Recipient and the Recipient Institution recognise that nothing in this
    Data Access Agreement shall operate to transfer to the Recipient or Recipient
    Institution any intellectual property rights relating to the Data. Subject to
    Clause 11, the Recipient and the Recipient Institution can elect to perform
    further research with the results of the Research Project that would add
    intellectual and resource capital to the Data and decide to obtain intellectual
    property rights on these downstream discoveries. In this case, the Recipient
    and the Recipient Institution agree to implement licensing policies that will
    not obstruct further research with the Data and to follow the U.S. National 
    Institutes of Health Best Practices for the Licensing of Genomic Inventions
    (2005) in conformity with the Organisation for Economic Co-operation and
    Development Guidelines for the Licensing of the Genetic Inventions (2006).
    These two policies (NIH and OECD) are included as Schedule IV and V of this 
    Agreement.
13. The Data was contributed by the Members with the objective of improving
    health. If results arising from the Recipient and the Recipient Institution use
    of the Data could provide health solutions for the benefit of people in the
    developing world, the Recipient and the Recipient Institution agree to offer
    non-exclusive licenses to use such results to low income and low-middle
    income countries (as defined by the World Bank) promptly on request.  Such
    licenses shall be granted on a reasonable basis, which in the event of a
    request for research use shall be full paid up,revenue-free and otherwise
    without cost to the requesting party.
14. Upon conclusion of the Research Project, the Recipient and the Recipient
    Institution hereby agree to destroy/discard the Data held unless obligated
    to retain the Data for archival purposes in conformity with applicable law.
15. The Recipient and the Recipient Institution will ensure that the list of Data
    Users in Schedule VI is maintained and kept up-to-date and forward an
    updated copy of this Schedule, signed by an authorised official of the
    Recipient Institution to Data Access Committee to reflect any changes or
    departures in researchers, collaborators and personnel within 30 days of the
    changes made.  Pending confirmation of receipt of the update list of Data
    Users from the Data Access Committee, any individual not listed as a Data
    User may not use the Data.
16. The Recipient and the Recipient Institution must notify the Data Access
    Committee prior to making any significant change(s) to the Research Project.
    ImmunoBase will notify the Data Producer of any request to change the
    Research Project and shall liaise with the Data Producer in making a decision
    on the requested amendment.
17. The Recipient and the Recipient Institution will notify the Data Access
    Committee as soon as they become aware of a breach of the terms or 
    conditions of this Data Access Agreement.
18. ImmunoBase reserves the right to terminate this Agreement immediately in
    the event of a breach by the Recipient, Data Users, or the Recipient
    Institution. Upon termination or otherwise upon conclusion of the Research
    Project, the Recipient and the Recipient Institution will be required to destroy
    any Data held, including copies and backup copies thereof unless obligated
    to retain the Data for archival purposes in conformity with applicable law.
19. The Recipient and the Recipient Institution accept that it may be necessary
    for ImmunoBase or their appointed agent to alter the terms of this Data
    Access Agreement as required by a change in consent for the Data or
    another regulatory change which impacts on the scope of Data usage. In this
    event, ImmunoBase or their appointed agent will contact the Recipient and
    the Recipient Institution to inform them of any changes and the Recipient and
    Recipient Institution agree that their continued use of Data shall be
    dependent on the parties entering into a new version of this Data Access
    Agreement and use of the Data shall be suspended until execution.
20. It is understood by the Recipient and the Recipient that Data: should only be
    accessible to named users (Data Users and the Recipient only); Data files
    should either have only user Unix read/write access, not group or world
    access, or project-specific Unix groups should be used for group access that
    contain only those names authorised to access the Data; User IDs within
    groups should be reviewed at 6 monthly intervals by the Recipient; Data kept
    on laptops should be encrypted when not in active use, either in individual
    encrypted files or in encrypted directories/partitions; and Data should not be
    held on USB keys or other portable hard drives. The Recipient Institution
    hereby represents that they have equivalent security measures in place and
    will store the Data in accordance with this clause. If requested, the Recipient
    and the Recipient Institution will allow data security and management
    documentation to be inspected to verify that they are complying with the
    terms of this Data Access Agreement.
21. The Recipient Institution hereby agrees to submit a report to the Data Access
    Committee containing all data, results, and conclusions, if requested or
    otherwise promptly on completion of the Research Project.  The Data Access
    Committee agrees to treat the report and all information, data, results, and
    conclusions contained therein as confidential information belonging to the
    Recipient Institution until the Recipient Institution has Published on the 
    project.  
22. Further to the obligation set out in the recitals to this Data Access
    Agreement, the Recipient and the Recipient Institution agree to distribute a
    copy of this Data Access Agreement and explain its content to any person
    mentioned in Schedule VI. The Recipient Institution shall be liable for any
    breach of this Data Access Agreement by any Data User.
23. This Agreement (and any dispute, controversy, proceedings or claim of
    whatever nature arising out of this agreement or its formation) shall be
    construed, interpreted and governed by the laws of England and Wales and
    shall be subject to the exclusive jurisdiction of the English courts. 
THE TERMS OF THIS DOCUMENT ARE NON-NEGOTIABLE