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AGILENT TECHNOLOGIES INFORMATION ASSETS
ACCESS AGREEMENT
I.PURPOSE:
1.Agilent Technologies("Agilent") and User have entered into a business relationship that would be fostered by granting User access to certain of Agilent's Information Assets ("Assets").Accordingly, User and Agilent have entered into thisInformation Assets Access Agreement (IAAA) in order to protect the confidentiality, integrity, availability, and physical security of Agilent 's various information assets and to prevent unauthorized individuals from gaining access to Agilent's various networks, computers and information assets. Access is granted only for the purposes of fulfilling the specific business relationship between User and Agilent which gives rise to this agreement. The use of Agilent information for any other purpose is expressly prohibited.
2. User and Agilent acknowledge that they have entered into other agreements or contractual arrangements defining their business relationship.These agreements are independent of this IAAA and in the event of any conflict between them, the terms of this IAAA shall prevail only as applies to this IAAA.
II.PHYSICAL SECURITY OF AGILENT INFORMATION ASSETS:
1.User agrees to exercise no less than a reasonable degree of care to ensure that access to Agilent's information assets is limited solely to its authorized personnel who have been granted access by Agilent to specific information assets.Under no circumstance may User allow an individual to access an Agilent information asset without a properly authorized grant of access from Agilent for that individual and for that information asset.Only those Users provided access to the information assets via an Agilent authorized authentication procedure may access the information assets.
Use of Agilent Information Assets for Other Than Internal Use and/or for Commercial Purposes Without Agilent’s Prior Written Consent is Expressly Prohibited.
Use of any other computer systems or Agilent information assets is expressly prohibited in the absence of writtenauthorization from Agilent.This prohibition applies even when an information resource which User isauthorized to access serves as a gateway to other information resources outside of User's scope of authorization.These prohibitions apply even if Agilent fails to implement physical or logical security measures which prevent the access.
Use of Agilent Information Assets by Other Individuals Not Authorized In Writing or Via Electronic Mail by Agilent is Expressly Prohibited.
2.Without limiting the foregoing, User specifically agrees to:
a.Control physical access to passwords, tokens, log-on scripts and other such hardware/data as may be used to access Assets.No passwords, security tokens or other authentication information may be shared between individuals without written approval from Agilent.User agrees to access Agilent information resources only from the specific locations that have been approved for access by Agilent management.For access outside of Agilent premises, Agilent will specify in writing or via electronic mail the specific network connections that will be used to access Agilent information assets.
b. Periodically review personnel granted access under this IAAA to insure that access remains necessary to the underlying business purpose.
c.Coordinate within User's organization the proper implementation of this agreement and ensure that all the rules and obligations contained in this agreement are strictly followed and complied with at all times in User's organization.
3.In its sole discretion and without incurring liability, Agilent reserves the right to deny, limit, or terminate access of any person or firm or access to any system(s) without notice or cause.
III.PROTECTION OF ELECTRONIC CONFIDENTIAL INFORMATION:
1.User and its employees or agents (collectively referred to as User, unless the context requires otherwise) shall not disclose any Electronic Confidential Information (ECI) received from Agilent to any other personwithout the express prior written consent of Agilent.User shall use such information only for purposes necessary for its relationship with Agilent or consistent with this Agreement, and shall use reasonable care to avoid unauthorized disclosure or use of such ECI.
2.Electronic Confidential Information obtained from Assets shall be defined as any information marked as confidential or proprietary, and any information, while not marked as confidential or proprietary, whichis of such a nature that a reasonable person would believe it to be confidential or proprietary. Agilent shall take reasonable precautions to prevent the User from receiving unmarked confidential or proprietary information.However, User acknowledges that due to the nature of electronic systems, such information may be delivered to User inadvertently or with an inadvertent omission of the markings.If User receives information that a reasonable person would believe to be confidential or proprietary, User shall have an affirmative duty to inquire of Agilent as to the confidentiality of the information before treating it as non-confidential information.
3.This Agreement imposes no obligation upon User with respect to any confidential or proprietary information disclosed to User pursuant to the terms of a separately executed Confidential DisclosureAgreement or other contractual arrangement specifically addressing such information.The obligations of the parties with respect to such information shall be governed solely by the terms of such Confidential Disclosure Agreement or contractual arrangement.
IV. LIMITED RIGHTS TO PUBLISH IN A PEER-REVIEWED JOURNALS ONLY:
1. User may publish the following only in peer-reviewed scientific journals ["Publication."]
2. User may publish only fifty (50) probe-sequences in any single Publication.
3. User or its permitted publisher, including without limitation the investigator, scientists, and/or researchers, hereby agrees to add a statement in a prominent location within such publication; provided User publishes the specific design file number that Agilent shall provide, stating the following:Any publication or public disclosure of oligonucleotide sequences for use with microarrays may only be reproduced or manufactured for you by Agilent Technologies, Inc. by referencing the Catalog Microarray Product Number or the Custom Microarray Design Identification Numbersupplied by you by Agilent.
4. User hereby grants Agilent all rights to reproduce products based upon User’s Confidential Information for Third Parties requesting such Products.
V.ADMINISTRATION:
1. Audit:Upon reasonable notice, User shall allow Agilent access to such information as may reasonably be necessary to ascertain User's compliance with the obligations contained herein.
2. Loss/Damage: User shall indemnify and hold Agilent harmless from all loss, damage, cost and expense arising from User's breach of this Agreement.
3.User warrants and represents that each employee or agent of User who is granted access under thisagreement has been informed of the obligations contained herein and has agreed in writing to be bound by them.Without limiting the foregoing, each individual must be informed of the specific information assets he is authorized to access and the duty to refrain from accessing other information assets outside his scope of authorization even if logical or physical security measures are not in place to prevent the access.
VI.MISCELLANEOUS:
1. This Agreement is made under and shall be construed according to the laws of the State or Country inwhich the signing Agilent entity is located.
2. This Agreement constitutes the entire and exclusive agreement of the parties regarding the subject matter of this Agreement. This Agreement may not be varied.