11. Miscellaneous. Each party is an independent contractor of the other, nor an employee, agent, partner or joint venturer of the other. Neither party may be contractually or otherwise bound by the other party or declare that it has the authority to do so. This Agreement is not assignable or transferable by the Owner without the prior written consent of XXX and any attempt to do so is void. XXX may assign this Agreement in connection with a sale of the portion of the Sites that uses the Content. Any notice, report, approval or consent required or authorized under this Agreement must be made in writing to the address set forth above. Any waiver by either party of any breach of this Agreement, express or implied, shall not constitute a waiver of any further breach or breach. Nothing in the Agreement may be waived by the acts, omissions or knowledge of any party or its representatives or employees, except in writing expressly waived this provision and signed by a duly authorized representative of the renouncing party.

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum necessary for this Agreement to remain in full force and effect. The headings of this Agreement are provided for reference only and do not affect the meaning or interpretation of this Agreement. This Agreement shall be deemed to have been entered into and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any action or proceeding arising out of or relating to this Agreement shall be brought in the courts located in the State of California, and each party irrevocably submits to the jurisdiction and venue of such courts. Waivers or amendments will only be effective if they are signed in writing by a representative of the respective parties who has the power to bind the parties. Both parties agree that this Agreement is the complete and exclusive declaration of mutual understanding between the parties and supersedes and supersedes all prior written and oral agreements and communications relating to the subject matter of this Agreement. This type of agreement allows Harvard researchers starting a new business to easily license non-patentable, copyrighted software they have developed as part of research efforts led by professors. In cases where there are patentable elements such as unique algorithms, please read the model “Basic Exclusive License” agreement published above. Access to Harvard`s innovations should be as easy as possible. Our licensing agreements are fair and appropriate, and OTD`s experienced staff will work with you to help you achieve your business goals.

To give you an idea of how these licenses take shape, we are happy to provide you with a number of examples of agreements illustrated here. If you have any questions about these samples, please contact us. Harvard also offers option agreements for companies considering licensing a Harvard technology. An option agreement allows a company to “retain” a technology for a short period of time, during which it can further assess its potential or raise funds for product development without committing or committing Harvard to meet the obligations arising from a licensing agreement. Options typically last from six months to a year and typically require both an initial fee and a refund of the patent process for the duration of the option. Global Access Note – The development of technologies derived from Harvard`s patent rights can lead to licensed products that could result in significant public health benefits in developing countries. Harvard, through its participation in Allied for Essential Medicines Universities, is committed to promoting affordable access to these products in developing countries. To fulfill this obligation, we may need conditions similar to those in the link below in the exclusive licenses of this potentially effective technology. Notice of Products Offered by Third Parties – In the case of an exclusive license granted in some or all of the domains, licensee may initially focus on a limited number of products or uses of the licensed technology. To support Harvard`s mission to promote the common good by commercializing Harvard`s proprietary technology as much as possible, Harvard may include provisions similar to those in the following link to encourage a licensee to develop products offered by third parties or to sublicense the licensee`s rights in Harvard`s patent rights to that third party.

to enable the development and commercialization of additional products. This Content License Agreement (the “Agreement”) sets forth the terms under which the Owner licenses certain Content described in Appendix B attached (the “Content”) to XXX for use on its consumer websites and related publications. Harvard offers certain materials (usually biological research material) for commercial purposes on a non-exclusive basis. Some materials, such as e.B. Mice, are usually offered on a flat rate basis or with fixed annual payments. others, such as hybridoma cell lines, also include royalty-based payments. Standard contracts for both types of hardware licenses are listed below. 5. The Owner grants XXX a worldwide and non-exclusive right: (i) to use, reproduce, perform, display, archive, transmit and distribute the Content (including all trademarks, trade names and logos of the Content) in electronic form in connection with the Website, (ii) allow users of the Website to use, search, copy, download and transmit, and (iii) modify and reformat the Content, however, only to the extent necessary and for the following purposes: (a) corresponds to the format and look and feel” of the Website and (b) creates excerpts, headers or teasers consisting of selected lines or sections of the Content to be displayed on the Website (or displayed on other XXX Websites to generate content traffic to the website).

7. Representations and Warranties. The Owner represents and warrants to XXX (a) that the Content is an original work of the Owner, (b) XXX does not need to obtain any other license from any third party to use the Content as provided in this Agreement; (c) the Content or its use does not infringe any right to publication or privacy; and (d) the Content or its use does not infringe any patent, copyright, trademark or other intellectual property right of any third party or misuse the trade secrets of any third party. For examples of confidentiality agreements, material transfer agreements or research cooperation agreements, please visit our Examples of Agreements page. A license for Harvard`s own patent rights is subject to conditions similar to those set forth in the form agreements in the links below. Some terms may be modified to reflect unique aspects of each situation. In particular, financial conditions shall be determined on the basis of the technology to be licensed, the licensee`s business model and market standards in the industry in which the licensee operates. .