Business DSA Template

BUSINESS DATA SHARING AGREEMENT (DSA)

This Business Data Sharing Agreement ("Agreement") is entered into as of Effective Date: by and between Disclosing Party: and Receiving Party: .

RECITALS

WHEREAS, Disclosing Party possesses business, operational and technical data, including but not limited to customer information, transactional records and analytics (collectively, "Shared Data"), which Disclosing Party is willing to share with Receiving Party for a lawful business purpose; and

WHEREAS, Receiving Party desires to receive Shared Data for the purpose of and agrees to use, secure and handle the Shared Data in accordance with the terms of this Agreement; and

WHEREAS, the parties intend to set forth their respective obligations, limitations and conditions regarding the exchange, use and protection of Shared Data.

SCOPE OF WORK

Disclosing Party will provide Shared Data to Receiving Party in accordance with the specifications and delivery schedule below. Receiving Party will use Shared Data solely for the Permitted Purpose and will not use Shared Data for any other purpose without Disclosing Party's prior written consent.

PAYMENT TERMS

As consideration for the data sharing services, Receiving Party shall pay Disclosing Party the amounts and according to the schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Overdue amounts shall accrue interest at the rate of % per month or the maximum allowable by law, whichever is lower. Receiving Party shall also pay reasonable collection costs and attorneys' fees incurred by Disclosing Party in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause upon written notice of days to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Receiving Party shall cease all use of Shared Data, certify in writing within ten (10) days that it has returned or destroyed all Shared Data (including copies), and, to the extent permitted by law, shall delete Shared Data from all systems and backups.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, including Shared Data, business plans, customer lists and technical information. Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations and exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement or with Disclosing Party's prior written consent.

Permitted disclosures include disclosures to Receiving Party's employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Receiving Party shall remain liable for any breach of this Agreement by its representatives.

DATA SECURITY AND BREACH NOTIFICATION

Receiving Party shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Shared Data to protect against unauthorized access, disclosure, alteration and destruction. These safeguards shall include, at minimum, industry-standard access controls, encryption in transit and at rest where practicable, and regular vulnerability management.

In the event of a confirmed or reasonably suspected unauthorized access to or acquisition of Shared Data (a "Data Breach"), Receiving Party shall notify Disclosing Party without undue delay and in no event later than hours after detection, providing sufficient details to allow Disclosing Party to assess the breach and fulfill any legal obligations.

LIABILITY; INDEMNIFICATION

Each party's liability arising from this Agreement shall be subject to applicable law. Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of law in connection with the Shared Data.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of state and federal courts located in that jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate in writing.

Sign Now