PRECISION Challenge Terms & Conditions

These terms govern participation in the PRECISION Challenge (“Program”), a research program operated by Tempus AI, Inc. (“Tempus”). If your institution (“You”) accepts participation in the Program after being selected by Tempus, these terms apply.

 

1. Program participation. Tempus will give You access to its de-identified data, models, tools and/or compute, and provide award funding for the research described in Your Program application, as set out in a Program award letter. Any award funding is a fixed amount that includes all direct and indirect costs. You will use award funds only for the research described in Your Program application, as approved by Tempus (“Research”).

 

2. Lens. You will use Tempus’ data, models, and tools solely within the Tempus Lens environment and solely for the Research, all in accordance with Tempus requirements. You may not download the records out of Lens, attempt to re-identify them, or use them in any other prohibited manner.

 

3. Project reports. You will submit periodic progress reports describing the Research conducted, the funds expended, and research results.

 

4. Publication. You are expected to publish the results of your Research. You will provide Tempus with a draft of any publication, abstract, poster or presentation at least 30 days before submission, give good-faith consideration to Tempus’ comments, and remove Tempus’ confidential information at Tempus’ request. Tempus may request a delay of up to 30 additional days to protect its proprietary information. You will acknowledge Tempus’ contribution, including through co-authorship where appropriate under the journal’s guidelines. Each party may state that an award was made and identify the awardee, the institution and the project title. Otherwise, no party will use another party’s name or logo in relation to this Program, or imply its endorsement, without its consent.

 

5. Intellectual property. You retain ownership of all inventions, methods, model designs, code and other results You develop through the Research. Tempus reserves all rights in Tempus Materials, during the Term and otherwise. “Tempus Materials” means any data, technology, software, formulas, techniques or know-how and other tangible and intangible items that are owned or created by Tempus. Tempus will be and remain, at all times, the sole owner of the Tempus Materials, including any replacements, improvements, updates, enhancements, derivative works, and other modifications to the same. Nothing in these terms restricts Tempus from independently developing work that is similar to the Research or making the data available to You available to others.

 

6. Patent protection. You and Tempus share the goal of advancing precision medicine to help patients live longer, healthier lives, including through the development of new therapies, diagnostics, and improved patient care. To keep the results of the Program available for those purposes, and in consideration of Your acceptance of an award under the Program, You will not allow, at any time (including after Your participation in the Program ends), any patent resulting from the Research to be asserted against Tempus, its wholly-owned subsidiaries, or the use of their respective products or services; provided that, if You determine the obligations set forth in the prior sentence jeopardize Your tax-exempt status, You instead agree that you shall not seek patent protection for any invention resulting from the Research.

 

7. Confidentiality. Each party will keep confidential the non-public information another party shares in connection with the program, and use it only for the program, until three (3) years after participation ends or, for Tempus software and data, for as long as it remains confidential. This obligation does not apply to information that is public, already known to the recipient, received from a third party without restriction, or independently developed, and a party may disclose information as required by law, including public records law.

 

8. Research use only. Tempus’ data, models and tools are for research use only, are not cleared or approved by the FDA, and may not be used to inform patient care. Tempus data is derived from de-identified medical records and may be incomplete or inaccurate. The awardee and the institution are responsible for complying with the institution’s policies, including any IRB requirements, and applicable law.

 

9. Compliance. Awards are made on scientific merit and are not conditioned on referrals or other business with Tempus, and the parties intend to comply with the federal anti-kickback statute and the Stark Law. You will provide the information Tempus reasonably requests for Sunshine Act and similar reporting and confirm that You and your staff involved in the Research are not excluded or debarred from any federal health care program. You will keep reasonable records regarding the use of award funding and provide an accounting of such funds on Tempus’ reasonable request. You will return funds not spent or obligated if Your participation in the Program is terminated. Tempus selects projects in its sole discretion and may modify or cancel the program at any time.

 

10. Term and Termination. These terms apply from the date You accept participation in the Program and remain in force until the completion of Your participation in the Program. Either party may end Your participation in the Program on 30 days prior written notice. Tempus may suspend or end participation immediately if these terms are breached. Lens access ends when the project ends. Provisions that by their nature should survive, including those on funds, data restrictions, intellectual property, confidentiality and publication, survive the end of Your participation in the Program.

 

11. Limitation of Liability. To the extent permitted by law, Tempus will not be liable for any indirect, consequential or punitive damages and its total liability under the Program will not exceed the award amounts paid for Your Research.

 

12. General. Tempus may update these terms for future Program applicants; the version in effect on the date of a project’s first award letter governs that project unless Tempus, the awardee and the institution agree otherwise in writing. If the institution is a public entity, these terms apply subject to applicable law, and nothing in them waives its immunities. These terms, the institutional acknowledgment form signed by Your authorized representative, and any award letter are the entire agreement on this subject. Notices may be given by email to Tempus at legal@tempus.com, and to You at the contacts named in the completed institutional acknowledgement form.