10. Data Rights
The Parties agree that the terms in this Article 10 apply generally to this Agreement, and that the terms may be modified in any SOW issued under this Agreement by mutual agreement of the Parties. If a SOW does not address data rights, the terms of this Article 10 will govern data rights related to that SOW. To the extent there is any conflict between this Article 11 and the data rights provision contained in a SOW, the terms of the SOW shall control.
A. For purposes of this Agreement, “Study Data” is all data generated in connection with the performance of the studies under this Agreement. Study Data shall be owned by the Awardee. The U.S. Government shall have the right to use, modify, reproduce, release, perform, display, or disclose data first produced in the performance of this Agreement within the Government and otherwise for “Unlimited Rights,” as this term is defined in DFARS 252.227-7013(a)(16). The Government may, under a separate agreement or by modification to this Agreement, obtain any rights to use or disclose the Awardee’s material or data to the extent that such material or data was produced outside the scope of this Agreement.
Notwithstanding the above, as a result of this Agreement, the Government shall obtain “Unlimited rights,” as this term is defined in DFARS 252.227-7013(a)(16) specific to any Study Data generated under, and as a result of this Agreement.
B. The Awardee agrees to retain and maintain in good condition until five (5) years after completion or termination of this Agreement, all Study Data generated under this Agreement. In the event of exercise of the Government’s rights as potentially granted under paragraph 2.C, the Awardee agrees to deliver at no additional cost to the Government, all Study Data, in Awardee’s possession and developed under this Agreement, necessary to deliver the supplies identified on the particular SOW within sixty (60) calendar days from the date of the written request.
C. Marking of Data: The Awardee will mark any Study Data delivered under this Agreement with the following legend:”Use, duplication, or disclosure is subject to the restrictions as stated in Agreement No. W911QY-20-9-XXXX between the Government and the Awardee.”
Any rights that the Awardee or the Government may have in Study Data delivered under this Agreement, whether arising under this Agreement or otherwise, will not be affected by Awardee’s failure to mark data pursuant to this Article.
D. All Technical Data and Software (each term as defined under DFARS 252.227-7013) which shall be delivered under this Agreement with less than unlimited rights shall be identified with reasonable specificity and particular rights granted (Government Purpose, Limited or Restricted (all as defined in DFARS 252.227-7013)) in a data rights assertions list supplied to the Government, for review and evaluation, prior to entering into the agreement for the applicable SOW. All other Technical Data and Software developed under funding of this Agreement shall be delivered with unlimited rights as provided for within this Article.