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HeadHealthTECH Challenge II

Official Rules - Effective as of April 18, 2017

1. OFFICIAL RULES: By submitting a proposal ("Proposal") to HeadHealthTECH Challenge II (this "Challenge"), you are agreeing to be bound by the following legal terms ("Official Rules").

2. SUBMISSION PERIOD: Proposals may be submitted from April 18, 2017 (the "Launch Date") through June 14, 2017, 2017 at 11:59.59 p.m. Eastern Time (unless such deadline is extended by FRI at FRI's sole discretion) (the "Submission Deadline"). Any Proposals submitted after the Submission Date shall not be considered.

3. SPONSOR; SPONSOR AFFILIATES: This Challenge is one of a series of HeadHealthTECH Challenges (the "Challenge Series") sponsored by Football Research, Inc. ("FRI"), a nonprofit corporation formed and financially supported by the National Football League (the "NFL"). The Challenge Series is managed and operated by Duke University's Clinical and Translational Science Institute ("Duke CTSI"; each of FRI, the ����������and Duke CTSI may herein be referred to as a "Sponsor Affiliate" or, collectively, the "Sponsor Affiliates") under contract with FRI.

4. ELIGIBILITY: This Challenge is open to all individuals over the age of 18 who have not been convicted of a felony or crime of moral turpitude and to all validly formed legal entities that have not declared or been declared in bankruptcy. Employees and contractors of any of the Sponsor Affiliates and/or any of their respective affiliates or subsidiaries are not eligible to enter. Multiple Proposals are permitted. Each Proposal will be reviewed independently. Multiple individuals or entities may collaborate to submit a single Proposal, but a single individual must be designated as an official representative for each entry (the "Primary Contact"). Participation is subject to all U.S. federal, state and local laws and regulations. Void where prohibited or restricted by law. You are responsible for checking applicable laws and regulations in your jurisdiction before participating in this Challenge to make sure that your participation is legal. If you are entering on behalf of a company or an institution ("Institution"), you are responsible for confirming with your company or institution that the Proposal does not violate any policies established by that Institution.

5. HOW TO ENTER: To submit a Proposal:

(a) Visit and click on "Create New User" (or log in if already have an account). Proposals must be submitted under the Primary Contact's name.

(b) Review the step-by-step user's guide for applying via the MyResearchProposal software, which is .

(c) Enter Access Code 'HHTC2' then select the "HeadHealthTECHC2" funding opportunity and follow the instructions.

(d) For those wishing to submit NONCONFIDENTIAL materials for guidance and advice, please visit , create an account, enter Access Code 'GNA' then select "HeadHealthTECHGuidance" and submit the information.

(e) Proposal entered via MyResearchProposal software to include biosketches, budget, 5 page technical description and 4 page supplemental data description (optional).

If you are having trouble accessing the system, please contact Anita Grissom at anita.grissom@duke.edu.

6. CONFIDENTIALITY: Duke CTSI agrees that, for a period of five (5) years from the Launch Date, it shall treat the Proposal with reasonable care to avoid disclosure of the Proposal to any other person, firm or corporation. Duke CTSI shall have no such non-disclosure obligation with respect to the Proposal, or any part thereof, that (A) is already known to Duke CTSI at the time of the disclosure, (B) becomes publicly known without the wrongful act or breach of this Agreement by Duke CTSI, (C) is rightfully received by Duke CTSI from a third party on a non-confidential basis, (D) is approved for release by written authorization of the Primary Contact, (E) is subsequently and independently developed by employees of Duke CTSI who have had no knowledge of, access to, or use of the Proposal or (F) is required to be disclosed pursuant to any judicial or government request, requirement or order, provided that, to the extent practical, Duke CTSI promptly notifies you of such request or requirement so that you may contest such request, requirement or order. Duke CTSI shall have the right to retain an Oversight Committee (as defined below), including personnel from the funding party, FRI, and subject matter experts, who will review and score the Proposals. Those reviews and scores will be provided to Duke CTSI and to FRI.

For the avoidance of doubt, the submission of a Proposal does not constitute an agreement between the parties submitting the Proposal and any of FRI, the ����������or any of their respective affiliates.

By submitting your Proposal, you agree that the only confidentiality obligations between you, on the one hand, and any Sponsor Affiliate, on the other hand, are contained in this Section 6 of these Official Rules, and any other confidentiality obligations included by you in a Proposal (whether as a condition to reading and evaluating such Proposal or otherwise) will be null and void.  If your Proposal is selected for further evaluation by the Oversight Committee, any of the Sponsor Affiliates may (but are not obligated to) offer to sign a confidentiality agreement as part of further discussions about your Proposal and the material it describes.

7. INTELLECTUAL PROPERTY RIGHTS: Other than as set forth herein, none of the Sponsor Affiliates makes any claim to ownership of your Proposal or any of your or any third party intellectual property that such Proposal may contain. By participating in this Challenge, you are not granting any rights in any patents or pending patent applications related to any technology described in your Proposal; provided that by submitting a Proposal, you are granting the Sponsor Affiliates certain limited rights as set forth herein.

By submitting a Proposal, you grant to the Sponsor Affiliates the right to review your Proposal, to describe your Proposal in connection with any materials created in connection with this Challenge and to have the Oversight Committee and their designees review your Proposal.

By submitting a Proposal, you grant a non-exclusive right and license to the Sponsor Affiliates, and their respective affiliates, subsidiaries, parents and licensees, to use, in any media now known or hereafter existing (e.g., the Challenge Series website) or during conferences or other settings in which the health and safety initiatives being undertaken by the Sponsor Affiliates are promoted and/or discussed, in any and all locations worldwide, without any payment to or further approval from you, (X) the name, likeness, logo (if the Proposal is from a company or institution), biographical information, image, any other personal data of the Primary Contact and the Institution in connection with any announcement of, or disclosures including, the winner of this Challenge or the winners of the Challenge Series, generally, or any list of the entrants of the Challenge Series (provided that if the Institution does not want its logo used on a list of entrants (rather than winners), the Sponsor Affiliates will accommodate that request); provided that the Sponsor Affiliates shall request approval for any such use beyond a year after the Challenge Series has expired, and (Y) the Non-Confidential Summary included as part of your Proposal in connection with the Challenge Series (or, specifically, this Challenge) and the Sponsor Affiliates' initiatives to develop new materials in any media or format now known or hereafter invented. You also agree that this license is perpetual and irrevocable. Other than these uses or as otherwise set forth herein, you are not granting the Sponsor Affiliates any rights to your trademarks.

You agree that nothing in these Official Rules grants you a right or license to use any names, trademarks or service marks of the Sponsor Affiliates, or any other intellectual property or proprietary rights of the Sponsor Affiliates.

Nothing in this Challenge requires you to negotiate or do business with the Sponsor Affiliates. You are free to discuss your Proposal and the ideas or technologies contained therein with other parties, and you are free to contract with any third parties; provided that you do not sign any agreement, grant any license or undertake any obligations that conflict with any agreement that you have entered into, agreed to enter into or do enter into with the Sponsor Affiliates regarding your Proposal (including without limitation these Official Rules). For the purpose of clarity, you acknowledge that the intent of the Challenge Series is to encourage people to suggest their ideas and innovations, but your participation in this Challenge (or any other Challenge in the Challenge Series) does not create an obligation on either your part, or the Sponsor Affiliates' part to enter into any further business relationship with you or to sign any commercial agreement with you.

8. CHANGES: The Sponsor Affiliates reserve the right to make changes to this Challenge, including these Official Rules, from time to time. The Sponsor Affiliates shall also have the right to remove any content from the Challenge Series website in their sole discretion at any time and for any reason.

9. WARRANTIES: By submitting a Proposal, you represent and warrant that all information you submit is true and complete to the best of your knowledge, that you have the right and authority to submit the Proposal on your own behalf or on behalf of the persons or company or institution that you specify within the Proposal, and that your Proposal (both the information and materials submitted in your Proposal and the underlying technology/method/idea/treatment protocol/solution described in your Proposal):

(a) is your own original work, or is submitted by permission with full and proper credit given within your Proposal;

(b) does not contain confidential information or trade secrets of any third parties;

(c) does not knowingly, after due inquiry (including, by way of example only and without limitation, reviewing the records of the United States Patent and Trademark Office and inquiring of any employees and other professionals retained with respect to such matters), violate or infringe upon the patent rights, industrial design rights, copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity;

(d) does not contain malicious code, such as viruses, malware, timebombs, cancelbots, worms, Trojan horses or other potentially harmful programs or other material or information;

(e) does not and will not violate any applicable law, statute, ordinance, rule or regulation; and

(f) does not trigger any reporting or royalty or other obligation to any third party.

10. OVERSIGHT COMMITTEE: Duke CTSI and a panel of expert judges established jointly by Duke CTSI and FRI ("Oversight Committee") shall assess all Proposals using the following assessment criteria, along with any other criteria determined between now and the end of this Challenge, so long as such additional criteria are consistently applied across all Proposal reviews:

(a) Proposals must include a scope of work that is one year or less. Proposals will be funded for one year and are available for re-application during each year of the Challenge Series;

(b) The submitting party must demonstrate the technical feasibility of quarterly milestones that will be achieved during the funding period;

(c) Proposal must include specific plans or proposals relating to follow-on funding;

(d) Proposal must lay out a clear financing, licensing or go-to-market plan or proposal or otherwise describe how the funding will be used;

(e) Proposal must include a description of resources of environment to achieve milestones; and

(f) Proposal must include the relevant background of the team /organization/lab submitting the response.

Any of the following shall constitute a conflict of interest for a member of the Oversight Committee (each, a "Conflict of Interest"): (i) having a personal or financial interests in, or being an employee, officer, director, or agent of, any entity that has submitted a Proposal as part of this Challenge; (ii) having a familial or financial relationship with an individual who has submitted a Proposal as part of this Challenge; (iii) sharing a laboratory (in a college or university) or business unit (in a multi-unit organization) with an individual or entity that has submitted a Proposal as part of this Challenge.

In the event of a Conflict of Interest or the appearance of a Conflict of Interest, the affected member of the Oversight Committee shall disclose such to FRI and thereafter, to the extent FRI agrees that a Conflict of Interest exists, shall recuse himself or herself from all reviewing, scoring or judging discussions related to this Challenge.

11. FUNDING AWARDS: All judging, eligibility and award decisions are at the sole discretion of FRI and are deemed final and not subject to review or explanation. One or more of the Sponsor Affiliates shall announce via the Challenge Series website a list of Proposals to whom FRI has made a funding award (each, an "Award"). The anticipated number and amount of the cash awards that will be awarded for this Challenge and further requirements for receiving an Award will be set forth as part of the announcement of this Challenge; however, the Judges reserve the right to award fewer than the anticipated number of cash awards in the event an insufficient number of eligible Proposals meet the judging criteria for this Challenge, in either FRI's or the Oversight Committee's sole discretion. All potential winners will be notified by the e-mail address for the Primary Contact provided in the submission form and will be required to complete further documentation confirming their eligibility. Return of any notification as "undeliverable" will result in disqualification. After execution of such further documentation and verification of eligibility, Awards will be distributed in the form of a check addressed to the Primary Contact. The Primary Contact will have sole responsibility for further distribution of any cash Award among participants in a group Proposal or within a company or institution that has submitted a Proposal. Each list of Proposals receiving Awards for this Challenge will be made public as described on the Challenge Series website.

At the time that an Award is announced, a funding schedule for the payment of such Award shall also be announced.

All Awards are a one-time offer and there is no offer of licensure, royalty, or other financial compensation implied beyond the initial round of Awards. Each Award winner is responsible for all taxes and reporting related to any Award that such winner receives as part of this Challenge.

This Challenge is a contest of skill. Whether or not your Proposal is determined to be the potential recipient of an Award depends on how your Proposal compares to the other Proposals submitted in the Challenge when evaluated based on the judging criteria for this Challenge.

12. LIMITATION OF LIABILITY: By participating in the Event, you agree to release, indemnify and hold harmless the Sponsor Affiliates, each of the members of the Oversight Committee, and their respective affiliates, subsidiaries, advertising and promotions agencies, as applicable, and each of their respective agents, representatives, officers, directors, shareholders, and employees (collectively, the "Sponsor Affiliates and Representatives") from and against any injuries, losses, damages, claims, actions and any liability of any kind (including attorneys' fees) resulting from or arising out of your participation in, or association with or submission to the Event (including any claims alleging that your Proposal infringes, misappropriates or violates any third party's intellectual property rights). The Sponsor Affiliates and Representatives are not responsible for any miscommunications such as technical failures related to computer, telephone, cable, and unavailable network or server connections, related technical failures, or other failures related to hardware, software or virus, or incomplete, late or misdirected entries. Any compromise to the fair and proper conduct of this Event may result in the disqualification of a Proposal, termination of the Challenge Series or this Challenge, or other remedial action, at the sole discretion of the Sponsor Affiliates. The Sponsor Affiliates reserve the right in their sole discretion to extend or modify the dates of any Challenge. By entering, you agree to these Official Rules and to all decisions of the Sponsor Affiliates and Representatives, which are final and binding in all respects.

13. NO OBLIGATION: You acknowledge that multiple participants may submit Proposals that contain concepts, technical solutions and technologies and/or business activities similar to other Proposals and that the Sponsor Affiliates and Representatives or their subsidiaries and business partners may already be investigating or developing concepts, technical solutions and technologies and/or business activities that are related or similar to those that you disclose in your Proposal. You acknowledge and agree that any actions or omissions of the Sponsor Affiliates and Representatives with respect to another Proposal or one of its own solutions or business activities, even if similar to your Proposal, shall not create in the Sponsor Affiliates and Representatives, as applicable, any liability to you or others. Further, none of the Sponsor Affiliates and Representatives are or shall be restricted in any way from pursuing, developing, or commercializing, in any way that the Sponsor Affiliates and Representatives, as applicable, sees fit, independent of you and at the Sponsor Affiliates' and Representatives' sole discretion, any technology that is created independent of your Proposal. For the avoidance of doubt, you acknowledge that none of the Sponsor Affiliates and Representatives are obligated to take any action whatsoever with regard to your Proposal.

14. WAIVER: By entering this Challenge, you waive all rights to seek injunctive or equitable relief, or to claim punitive, incidental or consequential damages, or attorneys' fees.

15. LAW: You agree that these terms and the relationship between you and the Sponsor Affiliates shall be governed by the laws of the United States and the State of New York. For entrants living outside the United States, you specifically acknowledge that you accept the practices and policies outlined in these Official Rules for the Challenge Series website and consent to having your data transferred to and processed in the United States.

Last updated: April 24, 2017.

Any questions on these Official Rules, whether prior to or after submission of a Proposal, should be sent to Anita Grissom at anita.grissom@duke.edu.

Official Rules from HeadHealthTECH Challenge I