This Agreement is made as of the ______day of _____, 200__ (The "Effective Date") between The General Hospital Corporation, through its Laboratory of Computer Science ("the General"), and _________________ ("Licensee"), a (check one) [ ] medical school, [ ] other _____________________.

Whereas, the General is the owner of certain rights, title and interest in certain medical education computer programs and databases, and related documentation known as the WWW version of DXplain ("the Software"); and

Whereas, the General owns the copyright therefor, has the right to grant licenses to use the Software and wishes to have the Software used in the public interest; and

Whereas, Licensee wishes to obtain a nonexclusive license to use the Software upon the terms and conditions hereinafter set forth;

Now, therefore, in consideration of the foregoing and of the mutual covenants, terms and conditions herein contained, the parties agree as follows:

1) Software

The Software licensed pursuant to this Agreement consists of the WWW version of DXplain, a computer-based medical education system. Using the Software, the user can 1) enter a list of signs, symptoms, and laboratory findings, 2) request information on a disease in the database and 3) request a discussion about a particular finding in the database.

The Software's knowledge base is designed to supply plausible explanations for a given set of signs and symptoms. The Software is not intended to provide the "right answer" or to give definitive medical consultation. DXplain is a medical reference, and shall not be used as a diagnostic decision making system and must not be used to replace or overrule a physician's judgment or a physician's diagnosis.

2) License

The General hereby grants to Licensee nontransferable, nonexclusive rights to use the Software for medical education including simulation of the diagnostic process for 6 months from the Effective Date (hereinafter referred to as Rights Granted). The Software shall be accessed by the Licensee from a computer located at the Laboratory of Computer Science over the Internet. This license is limited to the institution or organization which signs this agreement and may not be assigned. The institution or organization affirms that it is a medical organization which is licensed to provide patient care. The institution agrees to permit the Software to be used only by its students, employees, faculty or staff (including licensed physicians and nurse practitioners) ("Permitted Users"). THIS SOFTWARE IS DESIGNED ONLY FOR CLINICAL EDUCATION. THE SOFTWARE SHALL NOT BE USED AS A DIAGNOSTIC DECISION MAKING SYSTEM AND MUST NOT BE USED TO MAKE A CLINICAL DIAGNOSIS OR REPLACE OR OVERRULE A LICENSED HEALTH CARE PROFESSIONAL'S JUDGMENT OR CLINICAL DIAGNOSIS. The Licensee shall be responsible for informing Permitted Users of the limitations in the preceding two sentences. The Licensee agrees not to transfer or sell these Rights Granted to any other person or entity. In the context of this Agreement, "use" shall be limited to access to the Software over the Internet as well as the copying of any portion of the instructions. Except as herein provided, Licensee agrees not to provide the General's Internet machine name or the Licensee's username and password to any other individual, institution or organization. The Licensee agrees not to remove or obscure the Software's copyright notices. Licensee's obligations under this paragraph shall survive the termination of this Agreement.

Licensee agrees not to , decompile, disassemble or reverse engineer the Software (including both programs and database). Licensee agrees that the Software shall not be used as the basis of a commercial software or hardware product and that the Software shall not be rewritten in another computer language or otherwise adapted to circumvent the need for obtaining a license from the General for use of the Software other than as specified by this Agreement. Licensee's obligations under this paragraph shall survive the termination of this Agreement.

3) Rights in Program

The Licensee acknowledges that title to the Software (including copyright) shall remain with the General. The Licensee agrees not to remove or obscure the General's copyright notices from the Software. Licensee shall at all times hereafter protect the Software and all related technical information, data and materials supplied by the General from unauthorized use, transfer, and modification using the same measures as those used by Licensee in protecting its own confidential and/or proprietary information.

4) License Fee

In consideration of the rights granted herein, Licensee shall pay to the General nonrefundable one thousand dollars ($1000.00) ("the License Fee") upon execution of this Agreement. The License Fee must be paid in US dollars.

5) Delivery of Materials

Upon execution of this Agreement, and payment of the License Fee, the General shall provide an Internet machine ID, username, password and instructions so that the Licensee can access the Software on a computer system located at the Laboratory of Computer Science. The Licensee is responsible for providing the appropriate browser software to use the Software. The Licensee agrees to pay for any and all telecommunications/Internet provider charges. The Licensee will be solely responsible for all telecommunication problems up to the connection to the General's computer system.

The General agrees to use reasonable efforts to make the Software available via Internet twenty (20) hours per day, seven (7) days per week, HOWEVER, the General cannot guarantee such access in the event of problems due to hardware, software or communications difficulties.

6) Warranties

The General represents that, to the best of its knowledge and belief, it has the right to make the grants made hereunder and that neither such grants nor the Licensee's use of the Software in accordance with such grants will infringe the rights of any third parties. LICENSEE AGREES THAT THE RIGHTS GRANTED HEREUNDER ARE MADE AVAILABLE WITHOUT WARRANTY OF ANY KIND EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND FURTHER INCLUDING NO WARRANTY AS TO CONFORMITY WITH USER DOCUMENTATION OR OTHER LITERATURE WHICH MAY BE ISSUED FROM TIME TO TIME.

7) Release; Indemnification

Licensee shall release, indemnify and defend the General and its trustees, officers, employees, staff members, agents or contractors from and against any claim, charge, demand, action or suit, whether in contract, tort or otherwise, for any and all losses, costs, charges, claims, demands, fees, expenses or damages of any nature or kind arising out of, connected with or resulting from the use of the Software by Licensee, its affiliates, employees, faculty, students, agents or any other individual obtaining access to the Software by Licensee, or relating in any way to this Agreement. IN NO EVENT SHALL THE GENERAL BE LIABLE TO LICENSEE, ITS AFFILIATES, EMPLOYEES, FACULTY, STUDENTS, AGENTS OR ANY OTHER INDIVIDUAL OBTAINING ACCESS TO THE SOFTWARE BY LICENSEE FOR SPECIAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS, CHARGES, CLAIMS, DEMANDS, FEES OR EXPENSES OF ANY NATURE OR KIND.

8) USE OF SOFTWARE

THE KNOWLEDGE BASE CONTAINED IN THE SOFTWARE INCLUDES A SIGNIFICANT NUMBER OF COMMON DISEASES AS WELL AS SOME RARE DISEASES, BUT SHOULD NOT BE CONSIDERED COMPLETE DUE TO A NUMBER OF POSSIBLE CAUSES, INCLUDING BUT NOT LIMITED TO A LACK OF COMPLETE COVERAGE OF ALL SIGNS, SYMPTOMS AND LABORATORY TESTS AND ALL POSSIBLE DISEASE ENTITIES, THE INABILITY OF THE SOFTWARE TO ACCEPT THE USER'S DESCRIPTION OF SIGNIFICANT CLINICAL FINDINGS, THE FAILURE OF THE SOFTWARE TO CONSIDER THE UNDERLYING RELATION BETWEEN THE CLINICAL MANIFESTATIONS AND THE DISEASE ENTITIES, THE INADEQUACY OF THE SOFTWARE TO COPE WITH ALL OF THE VARIATIONS IN THE WAY THAT A DISEASE CAN PRESENT AS A RESULT OF DIFFERENT DISEASE SEVERITY, OR BECAUSE OF THE PRESENCE OF A SECOND INTERACTING DISEASE, OR BECAUSE OF THE FAILURE TO INCLUDE THE APPROPRIATE RELATIONSHIPS BETWEEN THE CLINICAL MANIFESTATIONS AND THE DISEASE ENTITY, OR BECAUSE OF COMPUTER OR HUMAN ERROR OR BECAUSE OF SOME OTHER REASON. BECAUSE OF THESE FACTORS, IT IS IMPORTANT THAT THE SOFTWARE BE USED ONLY AS A REFERENCE TOOL, SIMILAR TO THE USE OF A TEXTBOOK OR A JOURNAL ARTICLE AND THAT THE SOFTWARE NOT BE USED AS A SUBSTITUTE FOR PHYSICIAN OR NURSE PRACTITIONER DIAGNOSTIC DECISION MAKING. THE RESPONSIBILITY FOR DECISIONS REGARDING ACTUAL PATIENT CARE RESTS SOLELY WITH THE PHYSICIAN OR NURSE PRACTITIONER TREATING A PATIENT.

9) Termination

Except as otherwise provided herein, this Agreement shall terminate 6 months from the Effective Date. Upon any material breach of this Agreement by Licensee, the General shall have the right to terminate this Agreement by giving ten (10) days written notice thereof to Licensee. Such termination shall become effective unless Licensee shall have cured any such breach prior to the expiration of said ten (10) day period. Upon termination, Licensee shall provide the General with written assurance that Licensee will not attempt to connect to the Software in any manner.

10) Governing Law

This Agreement shall be construed and carried out according to the laws of the Commonwealth of Massachusetts.

11) Entire Agreement

This Agreement sets forth all of the covenants, provisions, agreements, conditions, and understandings between the parties and there are no covenants, promises, agreements, conditions, or understandings, either oral or written, between them other than those set forth herein.

IN WITNESS WHEREOF, the parties have caused this License Agreement to be signed on their behalf by their duly authorized representatives, to take effect as a sealed instrument.

THE GENERAL HOSPITAL CORPORATION

____________________________________________________________

WWW DXplain Institutional License Agreement Read, Accepted and Agreed to:

For:__________________________________________________
(Name of Institution/Company)

Institutional Contact Name (type or print clearly):______________________________________________________

Institutional Contact Signature:_____________________________________________________________________

Title:___________________________________________email: (print clearly or type) ________________________

Telephone: _____________________________Date: ______________________________

Address: __________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

By:_____________________________________________Title: _________________________________________
(Name / Title of Institutional Officer-type or print clearly)

Signature of Institutional Officer:____________________________________

IP Address(es) to be used for institutional access:_______________________

Please return the entire signed agreement with payment to:
DXplain Project
Laboratory of Computer Science,
Massachusetts General Hospital
50 Staniford Street, 5th Floor
Boston, MA 02114

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