Datathon Data Use Agreement - Scientist

DATA ACCESS AGREEMENT

This DATA ACCESS AGREEMENT (“Agreement”), made on December 28, 2023, between the Society of Critical Care Medicine, a California non-profit corporation (“SCCM”) and the NAME, an individual (“Investigator”), is binding to the following terms and conditions.  

1. Data Use and Access.  
   1.1 Data Defined. “Data” means the limited de-identified dataset from the CURE ID project (the “Data”). 
   1.2 Use. The Investigator may use the Data for the Discovery Datathon in July 2024 (the “Event”).  
   1.3 Access. For the Event, the Investigator will utilize their own analytic resources. SCCM will share with the Investigator the Data in advance or on the day of the Event through a secure data transfer portal.  

2. SCCM Representation and Warranty. SCCM represents and warrants that it has all necessary consents, permissions, or rights for any information contained or included in the Data.  

3. Investigator Responsibilities. Investigator agrees to: 
   3.1 Use the Data only as permitted by this Agreement.  
   3.2 Use appropriate safeguards to prevent use or disclosure of the Data other than as permitted by this Agreement.  
   3.4 Report to SCCM any use or disclosure of the Data of which it becomes aware that is not permitted by this Agreement.  

4. Intellectual Property.  
   4.1 Ownership. Investigator acknowledges that, as between SCCM and Investigator, the Data disclosed in connection with this Agreement shall be and shall remain the sole property of SCCM.  
   4.2 Publication. SCCM suggests, but does not require, that either Critical Care Medicine or Pediatric Critical Care Medicine, journals owned by SCCM, have the opportunity for the initial publication of any materials created in connection with the Event.  
   4.3 Acknowledgment of the Data. If the Data is used in any materials created in connection with the Event, that is made to an audience, including attendees not affiliated with SCCM, Investigator will ensure that the Data is acknowledged with the following statement:  

This data was derived from the Society of Critical Care Medicine’s Discovery CURE ID Registry and the Discovery Datathon. 

5. Term and Termination. 
   5.1 Term. This Agreement will be in effect from the date of signing until July 31, 2024.  
   5.2 Termination. SCCM shall provide written notice to Investigator within ten (10) business days of any determination that Investigator has breached a material provision of this Agreement. Investigator shall have thirty (30) business days to cure said breach. Upon the expiration of that thirty (30) business day period, SCCM may immediately terminate this Agreement. 

6. General Provisions.  
   6.1 Governing Law. This Agreement will be construed and interpreted under the laws of the State of Illinois. All disputes will be subject to the exclusive jurisdiction of the Illinois State Courts of Cook County, Illinois, USA (or, if there is federal jurisdiction, the United States District Court for the Northern District of Illinois, USA), and the parties’ consent to the personal and exclusive jurisdiction of these courts.  
   6.2 Severability. If any term or provision of this Agreement should be deemed unenforceable or contrary to any law or regulation, that provision shall be deemed severed and the remaining provisions hereof shall remain in full force and effect if the essential purpose of this Agreement can nevertheless be fulfilled.  
   6.3 Notices. All notices that are required or permitted to be given pursuant to this Agreement shall be in writing and shall be sufficient in all respects if delivered personally, by email, by electronic telecopy, or by registered or certified mail, postage prepaid, addressed to SCCM as indicated below. Notices shall be deemed to have been given upon transmittal thereof as to communications that are personally delivered, emailed, or faxed and, as to communications made by United States mail, on the third day after mailing. The above addresses may be changed by giving notice of such change in the manner provided above for giving notice.  

   Society of Critical Care Medicine 
   Attn: CEO/EVP 
   500 Midway Drive 
   Mount Prospect, IL 60056 USA 
   dmartin@sccm.org  

   6.4 Waiver. No express or implied assent to or waiver of any breach of any one or more of the covenants, conditions, or provisions of this Agreement shall be deemed or taken to be a waiver of any subsequent breach of the same or any other covenant, condition, or provision of this Agreement.  

   6.5 Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.  

   6.6 Entire Agreement/Modification. This Agreement constitutes the full understanding between the parties with reference to the subject matter hereof, and no statement or agreement by or between the parties, whether orally or in writing, made before or at the signing thereof, shall vary or modify the written terms of this Agreement. This Agreement may be amended or modified only by a written instrument signed by both parties.