Non-MRA Template

1. DELETE these instructions 1-7 before distributing document. 2. Blue Text = Explanation; Red Text = information required to be filled in, removed if not relevant, or converted to black text if relevant 3. Delete Option 1 or 2 as appropriate (located on pages 1-2). 4. Other modifications pertaining to local regulations shall be made only on pages 3-4. 5. If the USA is not involved, Notification is to be signed by the Country RU if either the Recipient or the Providing Institution is in ROW (Rest-of-World = non-USA). 6. Agreements involving the USA also require an export control check if either the provider or recipient is a ROW site. This task is performed by MR Collaboration Administration in the USA. If both are US sites, this step is not required. 7. Some institutions in the USA require an additional agreement between the provider and recipient institutions to address sharing of IP rights and other issues. MR Collaboration Administration in the USA has a list of current institutions that require this, if needed.

NAME TITLE INSTITUTION ADDRESS CITY, STATE ZIP EMAIL PHONE

Re: Compiled Sequence and Image Reconstruction Software Exchange Notification for Sequences from the University of Minnesota

Dear Prefix Last Name,

This letter is to confirm that SIEMENS [FULL LEGAL NAME AND COUNTRY] (“SIEMENS”) acknowledges and agrees to the distribution of Spectroscopy Tools (“EXECUTABLE FILES”) - “EXECUTABLE FILES” are compiled Sequence Files and/or Image reconstruction software files developed by Drs. Małgorzata Marjańska and Gülin Öz, and their colleagues (“DEVELOPER”), employees of the University of Minnesota (“PROVIDER”) - to Recipient Name (“INVESTIGATOR”) an employee of Recipient Institution (“RECIPIENT”) subject to approval under any applicable data privacy or export law regulations.

This Executable Files Exchange Notification, (“NOTIFICATION”), grants the RECIPIENT the right to receive EXECUTABLE FILES in compiled form only from the PROVIDER and, if necessary, a license to run such files.

Option 1: Delete if not relevant - non MRA Institution Recipient Institution does not have an IDEA license to run such EXECUTABLE FILES under a Master Research Agreement (MRA) or any other existing agreement:

IDEA is the sequence development environment of SIEMENS MR Systems; ICE is the corresponding Image Calculation Environment. In order to enable RECIPIENT to run the EXECUTABLE FILES SIEMENS will grant RECIPIENT an IDEA License (Article No: 14432144) for the following MR Scanner: Serial Number SERIAL MAGNETOM TYPE and SW version and further updated SW-versions if available.

This IDEA License gives the RECIPIENT the non-exclusive, non-transferable, non-sublicensable right to run the EXECUTABLE FILES on the above mentioned MR Scanner. END Option 1

of 4 THE INFORMATION IN THIS DOCUMENT IS CONFIDENTIAL AND PROTECTED FROM DISCLOSURE UNDER ALL APPLICABLE LAW Global C2P - 28 August 2013

Option 2: Delete if not relevant – MRA Institution PROVIDER has an active Master Research Agreement or Other Collaboration agreement (”PROVIDER MRA”) dated 8 July 2008. RECIPIENT does have an IDEA license to run such EXECUTABLE FILES under an MRA or any other existing agreement between RECIPIENT and SIEMENS, effective RECIPIENT MRA DATE, (“COLLABORATION AGREEMENT”). The COLLABORATION AGREEMENT shall continue to be applicable however the terms contained in this NOTIFICATION shall also be applicable to the extent the EXECUTABLE FILES received under this NOTIFICATION are installed and used on the following MR Scanner: Serial Number SERIAL MAGNETOM TYPE and SW version and further updated SW versions if available. END Option 2

RECIPIENT acknowledges that the terms and conditions contained in any applicable MRA or supply and maintenance contracts for the MR Systems supplied by Siemens to RECIPIENT shall continue to be applicable. However the terms contained in this NOTIFICATION shall also be applicable to the extent the EXECUTABLE FILES received under this NOTIFICATION are installed and used on the MR Scanner.

The license rights explicitly granted above are the only license rights granted by this NOTIFICATION. The EXECUTABLE FILES are investigational and are not intended for commercial use. SIEMENS has not developed the EXECUTABLE FILES and is therefore not responsible for their regulatory status. RECIPIENT is aware of the fact that the use of the EXECUTABLE FILES may be limited by applicable statutes or regulations.

The use of the EXECUTABLE FILES is investigational and is not covered by any regulatory labeling. Therefore Recipient acknowledges any medical device which is not a regulatory labeled medical device may not be used for diagnostic examinations or therapy of patients, and the results of the research may not be used for diagnostic examinations or therapy of patients.

The EXECUTABLE FILES may not be used in any study sponsored by a third party without written permission from SIEMENS and PROVIDER. Use of the EXECUTABLE FILES in a clinical investigation may require approval of the appropriate ethics committee/Institutional Review Board of the Institution or other authorities according to applicable law.

The EXECUTABLE FILES may not be given or made available to third parties without prior written consent of SIEMENS.

SIEMENS does not guarantee that the EXECUTABLE FILES will be delivered again in case of a general software update. If the system software on a SIEMENS MR Scanner is upgraded, the EXECUTABLE FILES may not run on it.

As a precondition to authorizing RECIPIENT to receive EXECUTABLE FILES, SIEMENS requires RECIPIENT to further agree to the following:

1. The EXECUTABLE FILES shall be received in compiled form only and shall not be copied, redeveloped, recompiled, distributed, changed, and no parts may be extracted. RECIPIENT agrees not to delete any copyright marks. RECIPIENT acknowledges that SIEMENS and/or SIEMENS AG have Intellectual Property rights and Confidentiality rights in compiled or uncompiled EXECUTABLE FILES under statutory and non-statutory law and/or Agreements with the PROVIDER and shall maintain the confidentiality of the EXECUTABLE FILES and limit use of the EXECUTABLE FILES to research, training, and education purposes.

2. The IDEA/ICE development tools (and EXECUTABLE FILES in compiled form) and documentation are confidential. The RECIPIENT agrees to protect this Confidential Information from unauthorized disclosure and use. RECIPIENT will carefully select all persons who have to work with the EXECUTABLE FILES/IDEA License. RECIPIENT will ensure that all persons working with the Page 2 of 4 THE INFORMATION IN THIS DOCUMENT IS CONFIDENTIAL AND PROTECTED FROM DISCLOSURE UNDER ALL APPLICABLE LAW Global C2P - 28 August 2013

EXECUTABLE FILES/IDEA License sequences strictly observe the confidentiality obligations outlined herein. Upon expiration or termination of this NOTIFICATION, the RECIPIENT must cease all use of the SIEMENS Confidential Information, including the Software, and may retain no copy thereof.

3. The RECIPIENT acknowledges that software produced from modified source code may cause patient injury or damage to hardware, and is not cleared for diagnostic use, and that any use of such software is entirely by the Institution’s own choice and at the sole risk of the Institution.

4. SIEMENS cannot accept any product or other liability in connection with the use of the EXECUTABLE FILES/IDEA License. The RECIPIENT agrees to be solely responsible for any damages and injuries that may be caused by use of any EXECUTABLE FILES, whether such damages and/or injuries are caused to the equipment, to a person, or to property, and to indemnify, defend, and hold harmless SIEMENS, its subsidiaries and parent companies as well as its directors, officers, employees and agents in connection therewith. Any service that SIEMENS performs on equipment that is damaged or that requires repair as a result of the use of EXECUTABLE FILES will be at the sole cost and expense of the RECIPIENT. For the avoidance of doubt, SIEMENS shall not be obligated to perform any such repair unless SIEMENS has agreed to such obligation in writing.

5. RECIPIENT shall defend, indemnify and hold SIEMENS its subsidiaries and parent companies as well as its directors, officers, employees, and agents harmless from and against any and all third party claims, liability, losses, damages, claims, causes of action and expenses (“Claims”) connected therewith (including reasonable attorney’s fees) for personal injuries (including death) and damages to real and tangible personal property to the extent caused by, arising under or resulting from the negligent, reckless or intentional acts or omissions of RECIPIENT and/or its directors, officers, employees and/or agents.

6. RECIPIENT is aware that user-written sequences might generate a larger acoustic noise compared to standard SIEMENS sequences because of different gradient pulse amplitudes and frequencies used.

7. It must be understood that this is an exceptional arrangement and SIEMENS, at its sole discretion, may or may not agree to other EXECUTABLE FILES exchanges in the future. In addition, Siemens reserves the right to cancel its consent of the Executable Files distribution granted in this NOTIFICATION at any time with or without cause.

8. The expiration date of the license rights granted under this NOTIFICATION is 1 April 2020.

Notwithstanding the confidentiality obligations set forth above, the INVESTIGATOR and/or the RECIPIENT may - (a) publish scientific papers and/or give oral presentations relating to their research, including results of the research and any other information required for a complete and accurate presentation of such results (as determined in accordance with generally accepted standards for scientific publications within the academic medical research field); and (b) describe (otherwise than by publication of the EXECUTABLE FILES/IDEA License or portions thereof) the Sequences as necessary for any such publication or presentation.

Each signatory to this NOTIFICATION must comply with all applicable laws and regulations, (including but not limited to applicable export controls). No signatory to this NOTIFICATION is required to perform any act that would violate any applicable law.

Upon receipt of an executed copy of this document from RECIPIENT and INVESTIGATOR, SIEMENS will authorize DEVELOPER and INVESTIGATOR to exchange EXECUTABLE FILES. By proceeding with the distribution of EXECUTABLE FILES, RECIPIENT and INVESTIGATOR agree to abide by the above terms.

This NOTIFICATION may be signed in one or more counterparts, each of which will be deemed an original, but all of which shall be deemed one instrument. This NOTIFICATION may be executed via electronic transmission.

Agreed for SIEMENS FULL LEGAL NAME AND COUNTRY: (signatures for Siemens must comply with the local delegation of authority policy)

Date: ______

Agreed for the RECIPIENT Institution (signatures for the RECIPIENT Institution must comply with the Institution’s delegation of authority policy—in some cases only one institutional signature is required)

Date: ______Name Duly Authorized

Read and acknowledged by INVESTIGATOR

Date: ______Name