AAPCC Member Particular Project Data Sharing Agreement (D0493802-30 Xaa4fd)
Press/Media Data Sharing Agreement Between
XXX
and the American Association of Poison Control Centers
This Data Sharing Agreement (hereinafter referred to as “the Agreement” or “this Agreement”) is entered into and made effective as of Month XX, 201X (“Effective Date”), by and between XXX, a for profit entity hereinafter referred to as “XXX” with a principal place of business at [enter address], and the American Association of Poison Control Centers, a nonprofit corporation with a principal place of business at 515 King Street, Suite 510, Alexandria, VA 22314 (hereinafter referred to as “AAPCC”). In consideration of the mutual promises and undertakings set forth below, the parties hereby agree as follows:
1. DATA SHARING
To assist XXX, AAPCC, as owners of copyrighted statistical information on poison experience, will convey to XXX, as “Purchaser,” aggregate data on certain NPDS events (the “Data”) solely for the purpose of publication in XXX articles and other XXX journalistic material. This Data shall include all cases reported to U.S. Poison Centers, and subsequently reported to AAPCC by its member affiliates for each AAPCC approved XXX data request.
Aggregate data will be provided to XXX after payment in advance of the Purchase Price as set forth in Section 3. AAPCC shall send all Data under this Agreement directly to XXX, attention [enter contact], or designee. All Data provided to XXX will be de-identified in accordance with the requirements of the regulations issued under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA regulations”). No Limited Data Set information, as defined by the HIPAA regulations, shall be provided hereunder, and if AAPCC mistakenly provides Limited Data Set information, XXX shall promptly return such Limited Data Set information upon AAPCC’s request.
2. TERM
This Agreement shall commence immediately upon the Effective Date and shall remain in effect for one year. The foregoing is subject to paragraph 8 (Termination) below.
3. PAYMENT FOR DATA
XXX shall pay AAPCC $100 per aggregate data request (“Purchase Price”). An aggregate data request is defined as summary counts for one year of data for one substance. Aggregate data output would provide raw counts for information under the following headings for one year of data for one substance:
No. of Case Mentions / No. of Single Exposures / Age<=5 / 6-12 / 13-19 / >=20 / Unknown Child / Unknown Adult / Unknown Age
Reason / Treated in / Outcome
Unint / Int / Other / Adv Rxn / Health Care Facility / None / Minor / Moderate / Major / Death
Additional substances and/or additional years of data will be charged a fee of $100 dollars per additional substance or year of data.
4. RELATIONSHIP OF PARTIES
The relationship of AAPCC to XXX shall be at all times one of independent entities, and neither party shall be nor represent itself to be an employee, agent, partner, or joint venturer of the other. Nor shall either party have the right or authority to assume or create an obligation on behalf of or in the name of the other. Neither party shall be responsible for the procurement or payment of any taxes, insurance, or benefits for the other party, or its subcontractors, employees, or agents (if any).
5. TERMS OF USE OF AAPCC DATA
AAPCC hereby grants XXX a royalty-free, non-exclusive, non-transferrable worldwide license and right to use the Data provided under this Agreement subject to the terms and solely for the purposes stated herein.
The Data furnished by AAPCC pursuant to this Agreement should not be interpreted as constituting the entire poison experience which members of the public may have had with the products included. Further, AAPCC makes no representation or warranty as to accuracy or validity concerning the experience furnished other than that the Data was reported by affiliated members and compiled by AAPCC’s contractual data processor in accordance with procedures established by AAPCC and agreed upon with that processor. See the disclosure statement below.
So as not to limit or restrict AAPCC’s efforts to secure poison experience information, XXX agrees that at any time subsequent to its receipt, it will not utilize purchased Data in advertisement or promotion in a manner which expresses or implies that AAPCC or any of its members have made conclusions comparing the safety of any products(s) insofar as poison experience is concerned. XXX further agrees that it will not re-sell, advertise or publish the Data on a freestanding basis without the express written consent of the AAPCC, except that XXX may submit the Data to state or federal regulatory or law enforcement agencies for public health or other public interest purposes. XXX will also provide AAPCC with information regarding the publication of this data (e.g., article citations). For the avoidance of doubt, nothing in this Agreement restricts XXX’s ability to publish, distribute, license, syndicate, or otherwise use articles and other journalistic materials owned or operated by XXX that incorporate the Data in some form.
AAPCC retains all rights in the Data, including but not limited to, the right to license the Data to other parties, publish it in scientific journals or distribute it to regulatory agencies.
6. OWNERSHIP
As between XXX and AAPCC, AAPCC will own all right, title and interest, including copyright in and to, or has authority to license all Data provided to XXX hereunder, and any other analyses, reports, or other intellectual property used, developed, created, or disclosed by AAPCC under this Agreement. XXX shall give proper attribution to AAPCC for any permissible use, dissemination, reproduction, or disclosure of the Data or reports provided to XXX.
7. WARRANTY & INDEMNIFICATION
Each party represents and warrants that in entering into and performing the obligations under this Agreement it will not violate any third party proprietary rights or any agreement with a third party.
Each party agrees to indemnify, defend and hold harmless the other, its officers, directors, partners, agents and employees from and against all claims, actions, damages, losses, liabilities, fines, penalties, costs or expenses (including without limitation reasonable attorneys’ fees) arising from or in connection with any breach of this Agreement or the gross negligence or willful misconduct of the indemnifying party (including its agents, employees, directors, officers, or subcontractors) in the performance of its duties and responsibilities under this Agreement. Under no circumstances, however, will either party be liable to the other for any indirect or consequential damages of any kind, including lost profits (whether or not the parties have been advised of such loss or damage) arising in any way in connection with this Agreement.
8. TERMINATION
AAPCC may terminate this Agreement immediately upon written notice in the case of a material breach of the terms of this Agreement. Upon such termination, the license granted hereunder shall be immediately revoked, XXX shall return all Data and reports received from AAPCC and shall not share or transfer the Data or reports to any other party. Notwithstanding the foregoing, nothing in this Agreement shall require XXX to cease distributing articles and other journalistic materials that it developed using the data prior to the termination. The provisions with regard to paragraphs 5 (Terms of Use) , 6 (Ownership), and 7 (Warranty and Indemnification), shall survive any termination of this Agreement.
9. INSURANCE
At all times during the term of this Agreement, each party shall maintain insurance with coverage and limits reasonably sufficient to cover their respective obligations hereunder and shall provide proof of such insurance upon the other party’s request. XXX may satisfy the foregoing requirement through an appropriate self-insurance program, but must provide proof of such insurance upon AAPCC’s request.
10. NOTICES
All notices and demands of any kind or nature which any party to this Agreement may be required or may desire to serve upon the other in connection with this Agreement shall be in writing, and may be served personally, by registered or certified United States mail or by overnight courier (e.g., Federal Express or DHL) to the following addressees:
If to XXX:
{Name} ______
{Address}______
______
Tel:______
Fax:______
Attn:______
With a copy to
XXX
Street Address
City, State, Zip
Att’n:
If to AAPCC:
American Association of Poison Control Centers
515 King Street, Suite 510
Alexandria, VA 22314
Tel: 703-894-1858
Fax: 703-683-2812
Attn: Stephen Kaminski, JD
Service of such notice or demand so made shall be deemed complete on the day of actual delivery. Any party hereto may, from time to time, by notice in writing served upon the other party as aforesaid, designate a different mailing address or a different person to which all further notices or demands shall thereafter be addressed.
11. ASSIGNMENT
All covenants, promises and other terms in this Agreement shall be binding upon and inure to the benefit of both parties and their respective successors in interest, assignees and legal representatives. Neither party may assign this Agreement or delegate its duties hereunder without the express written consent of the other party.
12. IMPLIED WAIVER & SEVERABILITY
If one party agrees to waive its right to enforce any term of this Agreement, it does not waive its right to enforce such term or any or all other terms of this Agreement at any other time. Furthermore, if any provision of this Agreement is unenforceable under applicable law, the remaining provisions shall continue in full force and effect.
13. MISCELLANEOUS
This Agreement constitutes the entire understanding of the parties hereto and supersedes and replaces all prior agreements, oral or written, between the parties relating to the subject matter hereof. Each party to this Agreement acknowledges that they have read it and agrees that it is the complete and exclusive understanding of the parties. Any changes, waiver or modification of this Agreement shall be in writing and signed by the parties. This Agreement shall be governed and construed according to the laws of the Commonwealth of Virginia. This Agreement may be executed in one more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have accepted, agreed and executed this Agreement in duplicate as of the date and year written below.
XXX
By: ______Date:______
Name
Title
XXX
American Association of Poison Control Centers
______Date:______
Stephen Kaminski, JD
Executive Director and CEO
Dow Jones – AAPCC Agreement Page 1 of 5