University of Michigan Office of Technology Transfer

Non-Profit: < 250 Sites

CUTIP - Non-Profit < 250 Sites

Preliminary Pricing Information

Final pricing information will be shown after all necessary information has been received.

Total Price
$7,500.00

Digital Downloads

This license includes 3 digital files, each available for download after the license agreement has been executed and approved (if necessary):

Full License Agreement

Following is the full license agreement text. You'll be able to review this agreement again before completing your transaction.

CONTENT LICENSE AGREEMENT

MICHIGAN FILE 2018-311 TECHNOLOGY

IMPORTANT – READ CAREFULLY: This Agreement is a legal agreement between “LICENSEE” (defined below) and The Regents of The University of Michigan, a constitutional corporation of the state of Michigan (“MICHIGAN”). 

ARTICLE 1 - DEFINITIONS

"DERIVATIVE WORK" all works developed by LICENSEE which would be characterized as derivative works of the INSTRUMENT under the United States Copyright Act of 1976, or subsequent revisions thereof, specifically including, but not limited to, translations, abridgments, condensations, recastings, transformations, or adaptations of the INSTRUMENT, or works consisting of editorial revisions, annotations, elaborations, or other modifications of the INSTRUMENT.  The term "DERIVATIVE WORK" shall not include those derivative works which are developed by MICHIGAN. 

"END USER" means any person or other entity to whom LICENSEE distributes the PROGRAM or DERIVATIVE WORKS are distributed and who is not granted any rights to sublicense or distribute the PROGRAM or DERIVATIVE WORKS to others.

"FACILITIES" means a unique physical location owned, managed and under the common control of the LICENSEE which will utilize the PROGRAM or DERIVATIVE WORKS for the purpose of training employees, associates or other related staff.

“LICENSEE” shall mean the person downloading the PROGRAM if the use hereunder is solely for personal use by that person on the personal equipment of that person. If the PROGRAM is being installed on equipment for use by a juristic or legal entity, such as a corporation, limited liability company or partnership, then by proceeding with the installation, (a) the person installing the PROGRAM certifies that he or she has legal authority to bind that legal entity to this Agreement and (b) that legal entity shall be considered to be the LICENSEE.

"PROGRAM(S)," means the following video, manuals, methodologies, toolkits and related user documentation, as they exist on the Effective Date:  a proprietary application and related documentation referred to as “Cooper Urinary Tract Infection Program (CUTIP)”, and further described in MICHIGAN Office of Technology File 2018-318.

"SUBLICENSE(S)" means any agreement between LICENSEE and a SUBLICENSEE under which any of LICENSEE's rights under this Agreement are licensed.  Licenses to END USERS, though in fact sublicenses to the license granted by this Agreement, shall be excluded from the defined, capitalized term, "SUBLICENSES," and shall be separately addressed herein as "END USER licenses."

ARTICLE 2 - GRANT OF LICENSE

2.1    Subject to the terms and conditions of this Agreement, MICHIGAN hereby grants to LICENSEE a non-profit purpose, non-exclusive license to create DERIVATIVE WORKS, and to use and reproduce, market, distribute, publicly display, publicly perform, and otherwise commercially exploit the PROGRAM and DERIVATIVE WORKS, including, without limitation, by way of END USER licenses.  This agreement is subject to use at no more than 250 FACILITIES under the common control of the LICENSEE. The rights granted herein do not include the right to grant SUBLICENSES. 

2.2    Without limiting any other rights it may have, MICHIGAN specifically reserves the right for MICHIGAN to create derivative works of the PROGRAM and to use, reproduce, publicly display and publicly perform the PROGRAM and derivative works thereof, for research, internal (including clinical) and/or educational purposes, and the right to grant the same limited rights to other non-profit institutions. 

2.3    This Agreement shall extend until expiration of the copyright rights in the PROGRAM, unless sooner terminated as provided in another specific article of this Agreement. 

2.4    The licenses granted in this Agreement are subject to any restrictions or 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.  LICENSEE agrees to comply in all respects, and shall provide MICHIGAN with all reasonably requested information and cooperation for MICHIGAN to comply with applicable provisions of the same and any requirements of any contracts between MICHIGAN and any agency of the U.S. government that provided funding for the subject matter hereof.

2.5  Under no circumstances does the provision for the development of DERIVATIVE WORKS allow the use of the University of Michigan name, logos, identity, marks or other assets in the DERIVATIVE WORK. Any use of MICHIGAN related assets and identifying marks is strictly prohibited.

ARTICLE 3 - CONSIDERATION

3.1 LICENSEE agrees to pay to MICHIGAN an initial, year-1, non-refundable License Fee of $7,500 for the license rights granted in this Agreement. LICENSEE shall pay an Annual Fee of $2,500 for each additional year LICENSEE wishes to use the PROGRAM; such Annual Fee shall be due and payable on the anniversary date of this agreement for each subsequent year.  This license is capped at a maximum of no more than 250 LICENSEE FACILITIES. Any change in FACILITIES counts at the anniversary date of this agreement that would reflect a change in required licensing tier and payment are the responsibility of the LICENSEE. All payments shall be made to the order of "The Regents of The University of Michigan" c/o Office of Technology Transfer, 1600 Huron Parkway, 2nd Floor, Ann Arbor, MI  48109-2590.  Attn: UM File #3372. Wire transfers shall be made in accordance with the following or any other instructions as may be specified by MICHIGAN:  ABA/Routing No. 026-009-593; Account No. 54011-25777; SWIFT Bank Identifier Code BOFAUS3N; Account Name:  The Regents of the University of Michigan EFT Depository; Bank of America, Troy, Michigan USA  48084.

ARTICLE 4 - END-USER LICENSES

 4.1    END USER licenses of the PROGRAM and DERIVATIVE WORKS entered into by LICENSEE shall:  (a) be consistent with the terms and conditions of this Agreement; and (b) contain the disclaimer of warranty and limitation on MICHIGAN's liability, as provided by Article 6 below (this may be done with more general reference to disclaimers and limitations related to third parties that would include MICHIGAN).

ARTICLE 5 - ENFORCEMENT

5.1       LICENSEE does not have the right to police the PROGRAM against infringement by other parties.

ARTICLE 6 - NO WARRANTIES; LIMITATION ON MICHIGAN'S LIABILITY

6.1    MICHIGAN, INCLUDING ITS REGENTS, FELLOWS, OFFICERS, EMPLOYEES, AND AGENTS, MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE REPRODUCTION, MODIFICATION, USE, OFFER FOR SALE, SALE, PERFORMANCE, DISPLAY, LICENSE OR OTHER DISTRIBUTION OF THE PROGRAM OR DERIVATIVE WORKS WILL NOT INFRINGE UPON ANY PROPRIETARY RIGHTS OF ANY THIRD PARTY.

6.2    THE PROGRAM IS BEING PROVIDED TO LICENSEE "AS IS."  MICHIGAN, INCLUDING ITS REGENTS, FELLOWS, OFFICERS, EMPLOYEES AND AGENTS, 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, AND ASSUMES NO RESPONSIBILITIES WHATEVER WITH RESPECT TO DESIGN, DEVELOPMENT, REPRODUCTION, USE, DISTRIBUTION, DISPLAY, PERFORMANCE, IMPORTATION, LICENSE, SALE OR OTHER DISPOSITION BY LICENSEE, END USERS, OR ANY OTHER PERSON OR ENTITY, OF THE PROGRAM OR ANY DERIVATIVE WORKSLICENSEE ASSUMES THE ENTIRE RISK AS TO PERFORMANCE OF THE PROGRAM AND ALL DERIVATIVE WORKS

6.3    In no event shall MICHIGAN, including its Regents, fellows, officers, employees and agents, be responsible or liable for any direct, indirect, special, incidental, or consequential damages or lost profits or other economic loss or damage with respect to this Agreement, the PROGRAM or any DERIVATIVE WORKS, to LICENSEE, END USERS, or any other individual or entity regardless of legal theory.  The above limitations on liability apply even though MICHIGAN, its Regents, fellows, officers, employees or agents may have been advised of the possibility of such damage.

6.4    LICENSEE shall not make any statements, representations or warranties whatsoever to any person or entity, or accept any liabilities or responsibilities whatsoever from any person or entity that are inconsistent with any disclaimer or limitation included in this Article 6.

6.5    LICENSEE AGREES THAT IN NO EVENT SHALL MICHIGAN, INCLUDING ITS FELLOWS, OFFICERS, EMPLOYEES, AND AGENTS, BE LIABLE TO LICENSEE, ITS AFFILIATES, OR END USERS, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, INFRINGEMENT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR RELIEF ARISING OUT OF OR RELATING TO THE PROGRAM OR DERIVATIVE WORKS, OR THIS AGREEMENT, ITS SUBJECT MATTER, OR ANYONE'S CONDUCT RELATING THERETO, FOR ANY AMOUNT IN EXCESS OF THE ROYALTIES ACTUALLY PAID TO MICHIGAN UNDER THIS AGREEMENT.  This provision shall not eliminate or diminish any disclaimers of warranty provided elsewhere in this Agreement.

6.6     No ownership rights of MICHIGAN in the PROGRAM or DERIVATIVE WORKS are conferred upon LICENSEE by this Agreement.  LICENSEE agrees that MICHIGAN has no obligation to provide to LICENSEE any maintenance, support, or update services. Should MICHIGAN provide any revised versions of the PROGRAM to LICENSEE, LICENSEE agrees that this license agreement shall apply to such revised versions.  The PROGRAM does not provide medical advice and is not intended as a sole means for patient diagnosis.  It is not a substitute for professional medical advice, diagnosis or treatment.  The PROGRAM is intended for informational purposes only.  MICHIGAN does not warrant or guarantee the accuracy or completeness of the information in the PROGRAM and specifically disclaims any liability therefor.    

ARTICLE 7 - INDEMNITY; INSURANCE

7.1    LICENSEE shall defend, indemnify and hold harmless MICHIGAN, including its Regents, fellows, officers, employees, and agents, from and against any claims, damages or expenses (including attorney's fees and other litigation expenses) arising out of any asserted patent, trade secret, copyright or trademark infringement action brought as a result of the use, reproduction, modification, performance, display, licensing or other distribution of the PROGRAM or DERIVATIVE WORKS by LICENSEE or END USERS.

LICENSEE shall defend, indemnify and hold harmless MICHIGAN, its Regents, fellows, officers, employees and agents, for and against any and all claims, demands, damages, losses, and expenses of any nature (including attorneys' fees and other litigation expenses), 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, any of the following:

(a)        Any reproduction, use, display, performance, license, sale, or other disposition by LICENSEE and END USERS of the PROGRAM or any DERIVATIVE WORKS;

(b)       The direct or indirect use by any person of the PROGRAM or DERIVATIVE WORKS reproduced, used, displayed, performed, licensed, sold or otherwise distributed by LICENSEE or END USERS.

7.2    MICHIGAN is entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 7.1 above.  

7.3    Prior to any distribution or commercial use of the PROGRAM or any DERIVATIVE WORKS by LICENSEE. LICENSEE shall purchase and maintain in effect a policy of product liability, completed operations, and errors and omissions insurance. Each such insurance policy must provide reasonable coverage for all claims with respect to the use, display or performance of the PROGRAM and any DERIVATIVE WORKS reproduced, used, displayed, performed, sold, licensed or otherwise distributed by LICENSEE and must specify MICHIGAN, including its Regents, fellows, officers and employees, as an additional insured.  LICENSEE shall furnish proof of such insurance to MICHIGAN, upon request.

ARTICLE 8 - TERM AND TERMINATION

8.1       This Agreement will become effective on its Effective Date and, unless terminated under another specific provision of this Agreement, will remain in effect until and terminate with respect to the PROGRAM and DERIVATIVE WORKS upon the termination of the copyright interest held by MICHIGAN in the PROGRAM. 

8.2       If LICENSEE fails to make any payment due to MICHIGAN, upon ten (10) days’ written notice by MICHIGAN, this Agreement shall automatically terminate, unless MICHIGAN specifically extends such date in writing.  Such termination shall not foreclose MICHIGAN from collection of any amounts remaining unpaid or seeking other legal relief.

8.3     LICENSEE has the right to terminate this Agreement at any time on sixty (60) days' written notice to MICHIGAN if LICENSEE:

(a) pays all amounts due MICHIGAN through the effective date of the termination;

(b) suspends its use and sale of the PROGRAM and DERIVATIVE WORKS;

8.4       Upon any material breach or default of this Agreement by LICENSEE other than those occurrences listed in Paragraphs 8.2 and 8.3 (the terms of which shall take precedence over the handling of any other material breach or default under this Paragraph 8.3), MICHIGAN has the right to terminate this Agreement effective on sixty (60) days' written notice to LICENSEE.  Such termination shall become automatically effective upon expiration of the sixty (60) day period unless LICENSEE cures the material breach or default before the period expires.

ARTICLE 9 - NOTICES

9.1       Any notice, request, or report required or permitted to be given or made under this Agreement by either party is effective when mailed if sent by recognized overnight carrier, certified or registered mail, or electronic mail followed by confirmation by U.S. mail, to the address set forth below or such other address as such party specifies by written notice given in conformity herewith.  Any notice, request, or report not so given is not effective until actually received by the other party.

                  To MICHIGAN:               Office of Technology Transfer

University of Michigan

1600 Huron Parkway, 2nd Floor

Ann Arbor, MI 48109-2590                          

 Attn:  File No. 2018-318

                                   To LICENSEE:                 As provided when digitally signed.

ARTICLE 10 - MISCELLANEOUS PROVISIONS

10.1     This Agreement shall be construed, governed, interpreted and applied according to United States and State of Michigan law.

10.2     The parties hereby consent to the jurisdiction of the courts in the State of Michigan over any dispute concerning this Agreement or the relationship between the parties.  Should LICENSEE bring any claim, demand or other action against MICHIGAN, its Regents, fellows, officers, employees or agents, arising out of this Agreement or the relationship between the parties, LICENSEE agrees to bring said action only in the Michigan Court of Claims.

10.3     MICHIGAN and LICENSEE agree that this Agreement sets forth their entire understanding concerning the subject matter of this Agreement, and no modification of the Agreement will be effective unless both MICHIGAN and LICENSEE agree to it in writing.

10.4     If a court of competent jurisdiction finds any term of this Agreement invalid, illegal or unenforceable, that term will be curtailed, limited or deleted, but only to the extent necessary to remove the invalidity, illegality or unenforceability, and without in any way affecting or impairing the remaining terms.

10.5     All copies of the PROGRAM or DERIVATIVE WORKS (both software and documentation) distributed by LICENSEE shall contain copyright and/or patent notices, as applicable, in appropriate locations and forms.  Such notices shall be consistent with any instructions which might be provided by MICHIGAN; and shall include all copyright and other notices in the form supplied by MICHIGAN.

10.6     No waiver by either party of any breach of this Agreement, no matter how long continuing or how often repeated, is a waiver of any subsequent breach thereof, nor is any delay or omission on the part of either party to exercise or insist on any right, power, or privilege hereunder a waiver of such right, power or privilege.  In no event shall any waiver be deemed valid unless it is in writing and signed by an authorized representative of each party.

10.7     LICENSEE agrees to refrain from using the name of MICHIGAN in publicity or advertising without the prior written approval of MICHIGAN.  Reports in scientific literature and presentations of joint research and development work are not publicity.  Notwithstanding the above, without written approval from MICHIGAN, LICENSEE may state publicly (if factually correct) that their relevant products or services are derived from technology licensed from the University of Michigan.  Any such public statements as to the origin of such products or services shall not state or imply that MICHIGAN endorses those products or services.

10.8     LICENSEE agrees to comply with all applicable laws and regulations, including but not limited to those relating to this Agreement and to the testing, production, importation, transportation, packaging, labeling, use, sale, sublicensing or other distribution of the PROGRAM and DERIVATIVE WORKS, or otherwise applicable to LICENSEE's activities hereunder.   LICENSEE understands and acknowledges that the transfer of certain commodities and technical data, including the transfer of products made with the use of technical data, is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce.  LICENSEE understands that computer software is included in the definition of technical data.  These laws and regulations prohibit or require a license for the export of certain types of products and technical data to certain specified countries, individuals and/or organizations.  LICENSEE agrees to comply with all United States laws and regulations controlling the export of commodities and technical data, to be solely responsible for any violation of such laws and regulations by LICENSEE, and to defend, indemnify and hold harmless MICHIGAN and its Regents, fellows, officers, employees and agents if any legal action of any nature results from the violation.  LICENSEE agrees to comply with the Health Insurance Portability and Accountability Act, and to defend and hold harmless MICHIGAN and its Regents, fellows, officers, employees and agents if any legal action of any nature results from any violation thereof.

10.9     The relationship between the parties is that of independent contractor and contractee.  Neither party is an agent of the other in connection with the exercise of any rights hereunder, and neither has any right or authority to assume or create any obligation or responsibility on behalf of the other.

10.11    LICENSEE may not assign this Agreement without the prior written consent of MICHIGAN and shall not pledge any of the license rights granted in this Agreement as security for any creditor.  Any attempted pledge of any of the rights under this Agreement or assignment of this Agreement without the prior consent of MICHIGAN will be void from the beginning.  No assignment by LICENSEE will be effective until the intended assignee agrees in writing to accept all of the terms and conditions of this Agreement, and such writing is provided to MICHIGAN.  Notwithstanding the foregoing, LICENSEE may, without MICHIGAN’s consent, assign its rights under this Agreement to a purchaser of all or substantially all of LICENSEE’s business relating to the subject matter of this Agreement, so long as (a) LICENSEE is not in breach of this Agreement and (b) such assignee provides a statement in writing to MICHIGAN that it agrees to accept all the terms and conditions of this Agreement (including obligations existing as of the time of such assignment) in the place of LICENSEE.


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