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TRANSP License Agreement

License Agreement (“Agreement”) is made effective as of _________, between The Trustees of Princeton University, as manager and operator of the Princeton Plasma Physics Laboratory (“PPPL”) under the Department of Energy contract number DE-AC02-09-CH11466 (“Princeton”), and having a place of business at 619 Alexander Road Suite 102, Princeton University, Princeton, New Jersey 08540 , and ______________________________ (“Licensee”), having a place of business at _________________________ (each a “Party” and together, the “Parties”).

The Parties to this Agreement hereby agree as follows:

1. Background The Parties recognize the importance of developing fusion energy as a potential energy source for the future and the value of the collaborative research between their institutes in that field. Princeton seeks to further such collaborative research by providing the Licensee with access to the PPPL Theory and Computation Department TRANSP codes (“TRANSP” or “Codes”).

2. Grant of License Princeton grants the Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to reproduce, modify, and perform TRANSP solely for research purposes, subject to the terms outlined in this Agreement, and only for peaceful fundamental scientific research related to plasma physics and/or fusion energy development in full compliance with the export regulations and any other applicable regulations or laws of the United States. Princeton may terminate and revoke this license at any time for any or no reason.

3. Restrictions on Distribution Licensee may install and perform the TRANSP solely on computers that are the property of the Licensee. Licensee will establish and maintain adequate protection (file access controls, encryption, etc.) to protect TRANSP from access or download by any other person without written permission from Princeton. The Licensee agrees not to distribute or display TRANSP or any derivatives or modifications thereof to any third parties without the prior written consent of Princeton.

4. Modifications to the Code

1. The Licensee may make changes, enhancements, or modifications to TRANSP.

2. Any modifications made by the Licensee must be committed to the official Git repository maintained by PPPL.

3. All such modifications are subject to review and approval by TRANSP developers before results derived from the modified code are (15 days) published or disseminated.

5. Presentation and Publication of Results

1. The Licensee must discuss any results obtained using modified versions of TRANSP with TRANSP developers prior to presentation or publication.

2. Results shall not be presented at conferences or published in any form without prior consultation and approval from TRANSP developers.

3. Any publication, presentation, or dissemination of results derived from TRANSP must reference:

   1. The Digital Object Identifier (DOI): [10.11578/dc.20180627.4].

   2. The arXiv publication 2406.07781: [https://arxiv.org/abs/2406.07781] or the appropriate publication after it appears in a refereed journal.

   3. The reference: R.J. Hawryluk, "An Empirical Approach to Tokamak Transport," in Physics of Plasmas Close to Thermonuclear Conditions, ed. B. Coppi et al., (CEC, Brussels, 1980), Vol. 1, pp. 19–46.

4. Any publication, presentation, or dissemination of results derived from TRANSP must acknowledge Department of Energy funding as follows:

   1. This work uses the TRANSP code, which is funded by Princeton Plasma Physics Laboratory / Princeton University under contract number DE-AC02-09CH11466 with the U.S. Department of Energy. The United States Government retains and the publisher, by accepting the article/presentation for publication, acknowledges that the United States Government retains a non-exclusive, paid-up, irrevocable, world-wide license to publish or reproduce the published form of this manuscript, or allow others to do so, for United States Government purpose.

6. Ownership and Copyright Princeton retains all rights, title, and interest in and to the Code, including any modifications or derivative works made by the Licensee. The Licensee must not remove any copyright or proprietary notices contained within the Codes.

7. Restrictions on Commercial Use The Licensee may not use the Codes or any modifications or derivatives for any commercial purposes without obtaining a separate, written agreement from Princeton.

8. Confidentiality The Licensee agrees to maintain the confidentiality of the Codes and not to disclose it to any third party except as authorized by Princeton in writing.

9. Disclaimer and Limitation of Liability

1. PRINCETON MAKES NO EXPRESS OR IMPLIED WARRANTY AS TO THE CONDITIONS OF THE TRANSP CODE OR ANY DOCUMENTATION PROVIDED UNDER THIS AGREEMENT, OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSP CODE OR DOCUMENTATION, OR THAT THE MATERIALS AND DOCUMENTATION WILL ACCOMPLISH INTENDED RESULTS OR ARE SAFE FOR ANY PURPOSE INCLUDING THE INTENDED PURPOSE, OR THAT THE PROGRAM OR DOCUMENTATION WILL NOT INFRINGE ANY PATENT, COPYRIGHT, OR OTHER PRIVATELY OWNED RIGHTS OF OTHERS. Princeton shall not be liable for any direct, indirect, incidental, or consequential damages arising out of the use of or inability to use the TRANSP code, even if Princeton has been advised of the possibility of such damages.

2. The Licensee understands that the TRANSP codes are ‘Research Codes’, and that the Code's suitability for specific analysis applications will require verification, and that the Codes are generally still under development. The Licensee assumes responsibility for the proper use of the Codes, understanding that PPPL is not required to provide training or support, which will only be provided at PPPL’s sole discretion.

10. Indemnification by Licensee Licensee agrees to indemnify and hold harmless Princeton, and persons acting on their behalf from all liability, including costs and expenses incurred, arising out of the Licensee’s use of the materials or information provided under this Agreement and not directly resulting from the fault or negligence of the Princeton, or persons acting on their behalf.

11. Use of Name Neither party will use the name, insignia, or symbols of the other party, its faculties or departments, or any variation or combination thereof, or the name of any trustee, faculty member, other employee, or student of such party for any purpose whatsoever without that party’s prior written consent. Furthermore, Licensee and its affiliates shall not use the name of any trustee, faculty member, or other employee of Princeton in a manner that implies Princeton is endorsing or promoting Licensee or products and services sold by Licensee.

12. Export Control Licensee will observe all applicable US and foreign laws and regulations concerning the transfer of Codes, documentation, or related technical data, including International Traffic in Arms Regulations and Export Administration Regulations. Licensee shall not re-export the Codes or any modifications or derivatives of the Codes to other countries, without the prior written consent of Princeton.

13. Governing Law Notwithstanding any conflicts of law provisions, this Agreement shall be governed by federal law and to the extent there is no federal law on point, the Agreement shall be governed by the laws of the state of New Jersey, USA.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. This Agreement may be executed in counterparts, and by facsimile or electronic transmission.