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6.7 COPYRIGHTS AND SOFTWARE
<br /> 6.7.1. OWNERSHIP.Title to all original works of authorship created in performance of the Research and
<br /> in which copyright may be claimed ("Copyrightable Works") shall vest initially in the author, subject to
<br /> the policies of the Party that employs the author. Any joint work, as that term is defined by the U.S.
<br /> Copyright Act of 1976, 17 U.S.C. § 101,as amended,shall be jointly owned, but co-owners shall have no
<br /> duty of accounting for any profits.
<br /> 6.7.2. INTERNAL USE LICENSE. UNIVERSITY grants to SPONSOR a non-exclusive,royalty-free license to use,
<br /> reproduce, prepare derivative works, display, distribute and perform all UNIVERSITY-owned
<br /> Copyrightable Works (including any computer software and its documentation and/or databases first
<br /> developed and delivered) for SPONSOR's non-commercial purposes, provided that SPONSOR shall not
<br /> have the right to market or sublicense the Copyrightable Works or distribute copies or derivative works
<br /> to third parties unless such rights are provided for in a separate distribution or licensing agreement.
<br /> 7.0. DELIVERABLES. "Deliverables" are those tangible (corporeal) items, as distinguished from
<br /> intangible (intellectual) property, produced in performance of the Research and identified as a
<br /> Deliverable in Exhibit A. UNIVERSITY shall hold title to all original data, information and results
<br /> generated by UNIVERSITY in performance of the Research along with all corresponding intellectual
<br /> property rights; provided however, that title to tangible items will vest in SPONSOR upon delivery by
<br /> UNIVERSITY. SPONSOR shall retain ownership of all tangible items supplied by SPONSOR to UNIVERSITY
<br /> to perform the Research. UNIVERSITY retains the right to use the Deliverables for research and
<br /> academic purposes. To be clear, all methodologies, technologies and know-how described in the
<br /> Deliverables or used by UNIVERSITY to create the Deliverables shall be considered intellectual property
<br /> and subject to ownership and licensing rights under Article 6.
<br /> 8.0. DISCLAIMER OF WARRANTIES. UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES,
<br /> EXPRESS OR IMPLIED, REGARDING ITS PERFORMANCE UNDER THIS AGREEMENT. UNIVERSITY
<br /> DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, USE OR FITNESS FOR A PARTICULAR PURPOSE AND
<br /> NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO DATA, INVENTIONS,
<br /> COPYRIGHTABLE WORKS,DELIVERABLES,OR OTHER RESEARCH RESULTS PROVIDED BY UNIVERSITY.
<br /> 9.0. LIMITATION OF/RELEASE FROM LIABILITY
<br /> 9.1. LIMITATION OF LIABILITY. UNIVERSITY SHALL NOT BE LIABLE TO SPONSOR FOR INDIRECT,SPECIAL,
<br /> CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR OTHER DAMAGES (INCLUDING LOST REVENUE, PROFITS,
<br /> USE, DATA OR OTHER ECONOMIC LOSS OR DAMAGE) HOWEVER CAUSED AND REGARDLESS OF THEORY
<br /> OF LIABILITY (WHETHER FOR BREACH OR IN TORT, INCLUDING NEGLIGENCE) ARISING FROM, RELATED
<br /> TO, OR CONNECTED WITH SPONSOR'S USE OF DATA, INVENTIONS, COPYRIGHTABLE WORKS,
<br /> DELIVERABLES,OR ANY OTHER RESEARCH RESULTS PROVIDED BY UNIVERSITY,EVEN IF UNIVERSITY WAS
<br /> ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
<br /> 9.2. RELEASE FROM LIABILITY. SPONSOR releases UNIVERSITY and its Trustees,officers, employees, and
<br /> agents from all liability,and shall be responsible,for any and all costs,damages,and expenses, including
<br /> attorney fees, arising from any claims, damages, and liabilities asserted by third parties in connection
<br /> with or arising from SPONSOR's use of data,Inventions,Copyrightable Works, Deliverables,or any other
<br /> Research results provided by UNIVERSITY.
<br /> 10.0. GENERAL PROVISIONS
<br /> SPA Form
<br /> Updated 06012018
<br /> Page 6 of 9
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