RESEARCH AND DEVELOPMENT Agreement
between
The International Council of Nurses (ICN), a non-profit, international, non-governmental organization, with its head office at 3, pl. Jean-Marteau, 1201 Geneva, Switzerland
and
the User
Whereas:
- ICN has developed, under the acronym ICNP®, a classification for nursing diagnoses, interventions and outcomes that describes nursing practice, and more precisely consists of a combinatorial terminology for nursing practice that facilitates cross-mapping of local terms and existing vocabularies and classifications.
- In order to contribute to the ongoing development of the ICNP®, the User has decided to conduct a research and/or evaluation project and to use ICNP® as an instrument for testing and evaluation.
- ICN is willing to grant the User permission for the use of ICNP® Version 2 (hereinafter referred to as “ICNP®”) within the Project, subject to the terms set forth herein.
Now and therefore, the parties have agreed as follows:
Article 1: Ownership and license of ICNP®
1.1 The User expressly acknowledges that ICNP® is owned by ICN and that ICN shall retain ownership of all proprietary information and intellectual property rights, including without limitation trade and service marks, copyrights, proprietary rights and database rights, whether registered or not, in connection with ICNP®.
1.2 The User further acknowledges that nothing in this agreement shall be construed or interpreted as granting the User or any persons involved in the Project any right to alter or modify ICNP®, or intellectual property right in ICNP®.
1.3 Subject to the terms of this agreement, ICN grants the User for the duration of this Agreement a royalty-free limited, non transferable license to use, consult, copy and distribute the ICNP® among the persons actively participating in the Project only and for the purpose of non-commercial research and evaluation as provided for in the Project. The User acknowledges in particular that it shall not, and shall not authorize or tolerate that others, use ICNP® for other purposes than for the furtherance of the Project, and in particular shall not transfer, sublicense, assign, lease or otherwise commercially exploit ICNP® nor any rights, including derivate works, in relation to ICNP®.
1.4 The User shall transmit to ICN, or cause the transmission to ICN of, an accurate report of less than 10 pages on the status and results of the Project within 30 days of each end of a calendar year until the termination of the Project, as well as a comprehensive final report of less than 25 pages containing the findings and all recommendations of such project (the “Reports”).
1.5 The User shall include, or cause the insertion of, the following notice of copyright and acknowledgement when using materials that include portions of, or refer to, the ICNP® Version 2, off or on-line, including in scientific publications that may follow the completion of the Project:
“The International Classification for Nursing Practice (ICNP®) is used with permission of the International Council of Nurses with acknowledgement of the following:
Copyright © 2009 by International Council of Nurses, 3, place Jean-Marteau, 1201 Geneva, Switzerland. All rights, including translation into other languages, reserved. No part of this work may be reproduced in print, by photostatic means or in any other manner, or stored in a retrieval system, or transmitted in any form, or sold or licensed without the express written permission of the International Council of Nurses. Short excerpts (under 300 words) may be reproduced without authorisation, on condition that the source is indicated.”
Article 2: Non-ICN Pre-existing Material
ICN expressly acknowledges that the User and/or persons participating in the Project may have developed before signing this Agreement specific know-how, such as software in the nursing or health care business, which may be used in the furtherance of the Project (such items being hereinafter referred to as the “Pre-existing non-ICN Material”). If such items exist, a comprehensive list should be included in the User Submission Form. ICN shall claim no ownership of any intellectual property rights on such Pre-existing non-ICN Material by virtue of this Agreement.
Article 3: Ownership and license of the Project results
3.1 The User shall be and remain the sole owner of all intellectual property rights developed in the furtherance of the Project in full compliance with the terms of this agreement which are independent and can be used independently from ICNP®, subject to the following:
- ICN retains its right to continue to make additions and improvements to ICNP® based on non copyrightable processes and ideas contained in the Reports, being understood, however, that this right shall not extend to the development of software code which would infringe the User’s intellectual property rights;
- ICN shall be granted favorable financial and commercial licensing conditions if it decides to use copyrighted material from the User.
3.2 The User and / or the participants to the Project remain free to author scientific publications in connection with the use of ICNP® within the Project (with the mention of copyright as provided for in Section 1.5). ICN shall receive a copy of such publications.
Article 4: Representations and warranties
By ICN
4.1 The User acknowledges that the ICNP® is provided “as is”. ICN disclaims all express and implied warranties including any implied warranty of merchantability or fitness for a particular purpose. In particular, ICN does not warrant that the ICNP® will satisfy the User’s requirements, operate in combinations selected by the persons participating in the Project or be free from defects or errors, nor that its content and data are correct. In no event will ICN be liable for any direct or consequential, special, incidental, or indirect damages (including but not limited to, loss of profit, data, clients revenues), whether or not foreseeable, arising out of, or in connection with, use of or inability to use the ICNP®, even if ICN has been advised of the possibility of such damages. ICN has no liability for any damages to the User or any other person, regardless of the nature of the claim.
By the User
4.2 The User hereby expressly represents and warrants to ICN that the furtherance of the Project does not and will not infringe any pre-existing intellectual property rights, including ICN’s intellectual property rights.
4.3 The User further represents and warrants to ICN that no persons involved in the Project will infringe ICN’s intellectual property rights, and that the User shall cause any person participating in the Project to strictly comply with the terms of this Agreement.
Article 5: Miscellaneous
5.1 This Agreement terminates any previous understandings between the Parties and supersedes any other promise/undertaking/understanding made before the execution of this Agreement for the subject matter covered herein.
5.2 Neither Party has authority to, and shall not make any representation or statements on behalf of or in the name of the other Party, give any warranties, enter into a contract on behalf of the other Party or obligate the other Party in any manner unless authorized to do so in writing.
5.3 If any provision of this Agreement is held to be invalid, then the remaining provisions shall nevertheless remain in full force and effect. The Parties further agree to negotiate in good faith a substitute, valid and enforceable provision that most nearly meets the Parties’ intent and to be bound by the mutually agreed substitute provision.
5.4 The failure of either party to enforce at any time any of the provisions of this Agreement shall not be deemed to be a waiver of the right of such party thereafter to enforce any such provisions.
5.5 No modification shall be valid unless made in a written document, signed by both Parties.
5.6 This Agreement may be terminated by either Party with a 90 day written notice, and shall automatically terminate on the day the Final Report has been received by ICN or the release of a new ICNP® Version by ICN. Either Party may immediately terminate this Agreement by written notice to the other if such other Party breaches any term or condition of the Agreement and does not remedy such breach within 30 days of written notice thereof from the non-breaching Party. Upon termination all licenses cease.
Article 6: Governing law and jurisdiction
6.1 This agreement shall be governed by Swiss substantive laws.
6.2 Any disputes arising with respect to or in connection with this agreement shall be finally decided by one arbitrator in accordance with the Rules of arbitration of the Chamber of Commerce and Industry of Geneva. The seat of the arbitration shall be Geneva, and the language shall be English.