LONI | AIBL Data Use Agreement

CONTRACT DETAILS

IMPORTANT ~ PLEASE READ

This Data Use Agreement (Agreement) consists of the Contract Details and the General Conditions.

This Agreement applies to you and your organisation's use of the AIBL Data (defined below) that you have requested access to. The Agreement contains important restrictions as to how the AIBL Data can be used.

By continuing to access the AIBL Data:

you agree that you have read and understood the terms of this Agreement;
you agree to be legally bound by this Agreement; and
where you are accessing the AIBL Data in your capacity as an employee of an organisation/institution, the organisation/institution is legally bound by the terms of this Agreement. You warrant that you have the full authority and consent of your organisation/institution to bind it to the terms of this Agreement.

If you do not agree to the above, you have no rights to access, download or use the AIBL Data.

NOTICES

You are required to provide the AIBL Parties with various notices and disclosures under this Agreement. For example:

notices of employees in your organisation that will be accessing the AIBL Data;
notice of the details of the AIBL Data analysis proposed;
disclosure of abstracts and manuscripts using AIBL Data to the AIBL Parties prior to submission for publication.

(See clauses 4, 5, 11, 14 & 17 for details of your obligations.)

All notices required under this Agreement must be sent to the AIBL Management Committee by either email, facsimile or letter as follows:

To: Professor Chris Rowe, Austin Health

Studley Road, Heidelberg, VIC 3084, Australia

Email: Christopher.Rowe@austin.org.au / Fax: +61 3 9458 5023

Copy to: Dr Cassandra Szoeke, CSIRO

343 Royal Parade, Parkville, VIC, 3052, Australia.

Email: Cassandra.Szoeke@csiro.au / Fax: +61 3 9662 7101

BACKGROUND

The AIBL Parties (defined below) are parties to an unincorporated joint venture known as "the Australian Imaging Biomarkers and Lifestyle flagship study of ageing" ("AIBL"). See www.aibl.csiro.au for further details.

In the course of conducting various AIBL research projects, the AIBL Parties have generated research data which can be accessed via the ADNI Website ("AIBL Data").

The AIBL Parties agree to allow you to access and use the AIBL Data on the terms of this Agreement.

GENERAL CONDITIONS

In consideration of the AIBL Parties granting you access to the AIBL Data, you acknowledge and agree as follows:

Part A: Restrictions on use of AIBL Data

You may access and use the AIBL Data only for the purpose of scientific investigation, teaching or the planning of clinical studies and for no other purpose. Under no circumstances are you permitted to use the AIBL Data for commercial purposes.
You will receive access to de-identified AIBL Data and you must not attempt to establish the identity of, or attempt to contact, any of the AIBL subjects used to generate the AIBL Data.
Except as expressly permitted by this Agreement, you must not disclose or make available the AIBL Data to any other person.
Where you are accessing the AIBL Data as an employee of an organisation/institute that is bound by the Agreement, you may disclose the AIBL Data to other employees within your organisation/institute if:
1. you make that employee aware of the terms of this Agreement;
2. the relevant employee agrees to comply with the terms of this Agreement;
3. the organisation/institution consents to that employee having access to the AIBL Data; and
4. you provide the AIBL Parties with notice of the employees within your organisation/institute to whom the AIBL Data is to be disclosed to.
You must notify the AIBL Parties in advance of any proposed analysis that you are planning to do with the AIBL Data.
You agree to accurately and promptly provide the AIBL Parties with notice of the information required in clauses 4 and 5.
If requested, you must promptly and accurately provide the AIBL Parties with updated information relating to clauses 4 and 5.
You must comply with any rules and regulations imposed by your organisation/institution and its review board in requesting, accessing and using the AIBL Data, and you warrant that you have the required authority and all necessary consents to bind the organisation/institution to this Agreement and to access and use the AIBL Data in the manner proposed.
You acknowledge and agree that:
1. while the AIBL Parties have taken care to ensure the accuracy of the AIBL Data, the AIBL Parties provide no representation as to the accuracy, reliability, completeness, suitability or usefulness of the AIBL Data, or its fitness for any purpose, and the AIBL Data is provided to you "as is";
2. the AIBL Data may be preliminary in nature and the results may change as new methods of analysis are implemented;
3. the AIBL Data is not all of the data that has been collected and generated by the AIBL Parties pursuant to the various AIBL research projects and is only a subset of that data;
4. you will review the limitations of the AIBL Data prior to using them for scientific purposes;
5. where you make use of any AIBL Data, given that all or part of the AIBL Data may be preliminary in nature, you must note the version and date of the AIBL Data that has been accessed and refer to this in your manuscript or abstract. You are also responsible for checking whether the AIBL Data has been updated prior to submission of any material for publication; and
6. to the extent permitted by law, the AIBL Parties disclaim all liability to you and your organisation/institution for any loss, expense or damage (including consequential loss or damage) suffered or incurred by any person, whether directly or indirectly, in connection with the access and use of the AIBL Data.
You must keep any AIBL Data in your possession or control, whether in electronic form or otherwise, safe and secure from unauthorised access and you must implement appropriate administrative, physical and technical safeguards to prevent unauthorised access, use or disclosure of the AIBL Data.
You must notify the AIBL Parties of any use or disclosure of the AIBL Data which is not permitted by this Agreement which you become aware of within 5 days of becoming aware of such use or disclosure.
You agree that failure to abide by any of the terms of this Agreement results in the automatic termination of this Agreement.
On expiry or termination of this Agreement for any reason:
1. all rights granted to you under this document immediately cease; and
2. you must permanently destroy, and certify the destruction of, any copies of the AIBL Data in your possession, custody or control. This does not apply to that part of the AIBL Data that has been published by you in accordance with clause 14 or as otherwise required by applicable law.

Part B: Publication of abstracts and manuscripts

You must submit all presentations, abstracts and manuscripts containing or referring to any AIBL Data to the AIBL Management Committee prior to submission to a journal or making any public communication. This review will not be a scientific review, but is intended to ensure that clauses 15-16 below are correctly implemented. The AIBL Management Committee will maintain confidentiality of the submitted materials and will complete its review within 2 weeks. If the AIBL Management Committee does not respond within this period, and provided that the submitted document complies with clauses 15-16 (and all other terms of this Agreement), you may proceed to publish the abstract/manuscript.

If you publish abstracts which refer to or use any part of the AIBL Data:

you must cite the AIBL Parties as the source of the AIBL Data and as follows:

"Data used in the preparation of this article was obtained from the Australian Imaging Biomarkers and Lifestyle flagship study of ageing (AIBL). See www.aibl.csiro.au for further details."

you do not need to include reference to the AIBL Parties in the authorship line of the abstract; and
you must upload the published abstracts onto the ADNI Website for registered users to see either after they are accepted or after they are presented.

If you publish manuscripts which refer to or use any part of the AIBL Data, you must:

on the author line of the manuscript, after the named authors, include the phrase "and the Australian Imaging Biomarkers and Lifestyle flagship study of ageing*" with the asterisk referring to the following statement and list of names:

*Data used in the preparation of this article was obtained from the Australian Imaging Biomarkers and Lifestyle flagship study of ageing (AIBL) funded by the Commonwealth Scientific and Industrial Research Organisation (CSIRO) which was made available at the ADNI database (www.loni.usc.edu/ADNI). The AIBL researchers contributed data but did not participate in analysis or writing of this report. AIBL researchers are listed at www.aibl.csiro.au.

include the following in the methods section of your manuscripts in order to accurately acknowledge AIBL Data gathering by the AIBL personnel:

"Data was collected by the AIBL study group. AIBL study methodology has been reported previously (Ellis et al. 2009)"

If you believe you do not have space to include the full required acknowledgements pursuant to clause 15 or 16, you must obtain the prior written consent of the AIBL Parties to do so. You can request consent by sending a notice to the AIBL Management Committee (you must specify the proposed shortened acknowledgment wording in that notice).

Part C: Miscellaneous terms and conditions

You agree that in relation to the AIBL Data and any copies, updates, new releases, modifications and alterations, whether made by the AIBL Parties, you or any third party (the "AIBL materials"):
1. the AIBL Parties hold, or will hold, any and all Intellectual Property Rights in and to the AIBL materials;
2. there is no transfer of title or ownership of the AIBL materials to you;
3. no Intellectual Property Rights in the AIBL materials are held or will be held by you; and
4. you will not challenge the validity of the AIBL Parties' ownership of and Intellectual Property Rights in and to the AIBL materials.
The AIBL Data is confidential information of the AIBL Parties and you agree to keep the AIBL Data confidential and to not disclose the AIBL Data to any person, except as expressly permitted by this Agreement.
Notwithstanding clause 19:
1. any part of the AIBL Data which is in the public domain (other than due to a breach of confidentiality or this Agreement) is not confidential information of the AIBL Parties (Published AIBL Data) and clause 19 does not apply to the Published AIBL Data; and
2. all restrictions (other than clause 19) on your rights to access and use the AIBL Data specified in this Agreement apply to the Published AIBL Data.
You are responsible for ensuring that the access and use of the AIBL Data and the exercise of your rights under this Agreement does not breach any Australian law or regulation or any laws and regulations outside of Australia which are applicable to you or your organisation/institution (including, without limitation, all applicable privacy and data protection laws (including the Privacy Act 1988 (Cth)).
All implied terms, conditions and warranties which otherwise might apply to, or arise out of, this Agreement are excluded other than:
1. terms expressly specified in this Agreement; and
2. terms, conditions and warranties which by law cannot lawfully be excluded or modified by agreement including those under Part V of the Trade Practices Act 1974 (Cth) (other than implied by section 69 of that Act) and corresponding provisions of state legislation.
Where a party is liable for a breach of a term, condition or warranty described in clause 22 (ii), that party's liability is, to the fullest extent permitted by law, limited to any one or more of the following (as determined by the liable party):
1. in relation to goods, replacing or repairing the goods or payment of the costs of doing so; or
2. in relation to services, re-supply of the services or payment of the cost of having the services re-supplied.
This Agreement is governed by and is to be construed in accordance with the laws applicable in the State of Victoria, Australia. Each party to this Agreement irrevocably and unconditionally submits to the exclusive jurisdiction of the courts exercising jurisdiction in the State of Victoria (including the Federal Court of Australia) and any courts which have jurisdiction to hear appeals from any of those courts and waive any right to object to any proceedings being brought in those courts.
A single or partial exercise or waiver by a party of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right. A right relating to this Agreement may only be waived in writing signed by the party or parties waiving the right.
This Agreement may only be varied or replaced by a document executed by the parties.
You must not assign or deal with any right under this Agreement without the prior written consent of the AIBL Parties. The AIBL Parties may assign or deal with any right under this Agreement without consent or notice to you.
Clauses 9(i), 9(vi), 13, 18, 19, 20(i), 22, 24, 28, and 29 will remain in full force and effect and survive the termination or expiry of this Agreement.
You must promptly at your own cost do all things (including executing all documents) necessary or required by the AIBL Parties to give full effect to this Agreement.
An obligation of two or more persons binds them jointly and severally.

Part D: Definitions and Interpretation

In this Agreement:
- "ADNI" means the Alzheimer's Disease Neuroimaging Initiative.
- "ADNI Website" means the ADNI website located at www.loni.usc.edu/ADNI.
- "Agreement" means all of the terms of this document, including the Agreement Details and the General Conditions sections.
- "AIBL" has the meaning set out in the Agreement Details section.
- "AIBL Data" has the meaning set out in the Agreement Details section.
- "AIBL Management Committee" means a committee of AIBL consisting of various scientists and representatives from the AIBL Parties which are responsible for the management of AIBL.
- "AIBL Parties" means, collectively, the following organisations:
  1. Commonwealth Scientific and Industrial Research Organisation, acting through its Division of Molecular and Health Technologies and Division of Manufacturing and Materials Technology, located at Limestone Avenue, Campbell, ACT, Australia;
  2. The University of Melbourne, a body politic and corporate pursuant to the provisions of the Melbourne University Act 1958, acting through its School of Chemistry, located at Parkville, Victoria, Australia;
  3. Neurosciences Australia Ltd, an Australian public company limited by Guarantee, located at Level 2, 161 Barry Street, Carlton South, Victoria, Australia;
  4. Mental Health Research Institute of Victoria, an Australian public company limited by Guarantee, located at 155 Oak Street Parkville, Victoria, Australia; and
  5. Edith Cowan University, located at 100 Joondalup Drive, Joondalup, Western Australia, Australia.
- "Intellectual Property Rights" means all intellectual property rights including any rights in copyright (including future copyright), trade marks, patents, designs, semiconductor and circuit layout rights, rights in databases, rights in relation to confidential information and trade secrets, know how, manner of manufacture, formulas, inventions and get up, whether arising by operation of law, equity or by statute, and whether registered or not and whether registrable or not, but excludes non-assignable moral rights or similar non-assignable personal rights of authors and producers.
- "you" and "your" means:
  1. the person who has been notified of and accepted the terms of this Agreement by agreeing to proceed to access and use the AIBL Data; and
  2. where the person in sub-paragraph (i) of this definition is accessing the AIBL Data as an employee of an organisation/institution, that organisation/institution.
Unless expressed to the contrary, in this Agreement:
1. "includes" means includes without limitation;
2. no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;
3. headings are used for convenience only and do not affect the interpretation of this Agreement; and
4. a reference to a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority.