Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR
UNIVERSITY (“Stanford”), an institution of higher education
having powers under the laws of the State of California, and
INSTITUTION. (“Institution”), a corporation having a principal
place of business at ____________, is effective on the ____ day of
_____ 20____ (“Effective Date”).
(“Principal Investigator”) of Stanford plans to provide data to
Institution for research to be performed as set forth in Exhibit A
(“Research Project”). This Data Access Agreement (“Agreement”)
is designed to permit the use of a Limited Data Set for research
pursuant to the Standards for Privacy of Individually Identifiable
Health Information, (Privacy Rule) 45 CFR Parts 160 and 164. This
Agreement sets forth the terms and conditions under which the
Stanford will disclose certain Protected Health Information (PHI) to
the Institution. All terms used in this agreement are as defined in
the Privacy Rule. The parties hereby agree as follows:
Data Set” means _____________, and associated demographic, and
clinical data that have been rendered a Limited Data set in
compliance with 45 CFR 164.514(e) (1).
Subject to the terms and conditions of this Agreement, Stanford
grants Institution the nonexclusive right to use the Limited Data
Set in the Research Project.
Term. This Agreement will commence on the Effective Date and
continue until terminated in accordance with Section 5.4 below
(“Term”). The Term may be extended only by advance written
agreement of both parties.
Other Rights. Notwithstanding Section 2.1, this Agreement in no
way constitutes, grants or confers any license under any patents or
proprietary interests of a party to the other. Stanford explicitly
retains ownership of the Limited Data Set. Stanford retains all
rights to distribute the Limited Data Set to other commercial or
USE OF STANFORD LIMITED DATA SET
Further Disclosure. Institution will not use or further
disclose the Limited Data Set other than as permitted by this
Agreement or as otherwise required by law.
Safeguards. Institution will use appropriate safeguards to
prevent use or disclosure of the information other than as provided
for by this Agreement.
Notification. Institution will report to Stanford any use or
disclosure of the Limited Date Set not provided for by this
Agreement of which it becomes aware.
and Subcontractors. Institution will ensure that any agents,
including a subcontractor, to whom it provides the Limited Data Set
agrees to the same restrictions and conditions that apply to the
Institution with respect to such information.
Re-Identification. Institution will not identify or attempt to
identify the information contained in the Limited Data Set, nor
contact any of the individuals whose information is contained in
the Limited Data Set.
of Results. “Results” means all data and information
developed in the performance of the Research Project using the
Limited Data Set.
of Results. Institution will own all rights, title and interest
in and to Results made by its employees, and Stanford will own all
rights, title and interest in and to Results made by its employees
and students. Results made by both parties will be jointly owned.
of Results. Each party may use Results for any basic research
or educational purpose.
Results. Institution will report Results to Stanford’s
Principal Investigator in consideration of Stanford having provided
the Limited Data Set.
Warranties. The Limited Data Set is provided by Stanford AS IS
WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
Institution will indemnify, defend and hold Stanford, its
trustees, officers, employees, students, volunteers and agents
harmless from all costs and expenses (including attorney fees)
that: (i) relate to a breach of Institution’s obligations, or
(ii) arise out of Institution’s use, handling or storage of the
Limited Data Set.
Either party may terminate this Agreement at any time upon thirty
(30) days prior written notice, in which case Institution will
discontinue within thirty (30) days use of the Limited Data Set and
related information. Institution agrees, upon Stanford’s
direction, to return or destroy the Limited Data Set. Sections 2.3,
3, 4, 5.1, 5.2, and 5.4 will survive the termination or expiration
of this Agreement.
This agreement may be terminated by the Stanford upon five (5) days
written notice to the Institution if the Institution materially
breaches any provision contained in this Agreement and such breach
is not cured within the five (5) day period. Institution
acknowledges that if efforts to cure the breach are unsuccessful,
Stanford may discontinue disclosure of Limited Data Set and report
the problem to the Secretary of the Department of Health and Human
Notices. All notices under this Agreement are deemed fully
given when written, addressed, and sent as follows:
general notices to Institution are mailed or emailed to:
general notices to Stanford are e-mailed or mailed to:
If any paragraph, term, condition or provision of this Agreement
shall be found by a court of competent jurisdiction to be invalid
or unenforceable, or if any paragraph, term, condition or provision
is found to violate or contravene the substantive laws of the State
of California, then the paragraph, term, condition or provision so
found shall be deemed severed from this Agreement, but all other
paragraphs, terms, conditions and provisions shall remain in full
force and effect.
This Agreement, including the attached Exhibits, supersedes all
prior oral and written proposals and communications, if any, and
sets forth the entire Agreement of the parties with respect to the
subject matter hereof, and may not be altered or amended except in
writing, signed by an authorized representative of each party.
No headings in this Agreement affect its interpretation.
Copy. The parties to this document agree that a copy of the
original signature (including an electronic copy) may be used for
any and all purposes for which the original signature may have been
used. The parties further waive any right to challenge the
admissibility or authenticity of this document in a court of law
based solely on the absence of an original signature.
duly authorized party representatives execute this Agreement.
BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY
acknowledge that I have read this Agreement in its entirety and will
use reasonable efforts to uphold my obligations and responsibilities
under this Agreement.