Business DTA Template

BUSINESS DATA TRANSFER AGREEMENT

This Business Data Transfer Agreement (the "Agreement") is entered into as of by and between:

Provider Name:

Recipient Name:

WHEREAS

WHEREAS, Provider possesses certain datasets, records, and related information described herein that Provider is willing to transfer to Recipient for Recipient's legitimate business use under the terms and conditions set forth in this Agreement;

WHEREAS, Recipient desires to receive such data and agrees to receive, use, process, store, and protect the data in accordance with the limitations and obligations contained in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definitions

"Data" means the electronic and/or physical records, datasets, metadata, and related information to be transferred by Provider to Recipient as described in the Scope of Work. "Confidential Information" includes Data and any non-public business, technical or financial information disclosed by a party.

2. Scope of Work

Provider shall transfer the Data to Recipient in the format and by the delivery method specified in the Scope of Work. Provider warrants that, to Provider's knowledge, it has the right to transfer the Data and that the Data transferred will be materially consistent with the description set forth in the Scope of Work.

3. Payment Terms

Any undisputed amount not paid within days after the invoice due date shall incur a late fee of percent per month, or the maximum permitted by law, whichever is lower. Recipient shall be responsible for reasonable costs of collection, including attorneys' fees, for overdue amounts.

4. Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party breaches any material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

5. Confidentiality

Each party agrees that all Confidential Information disclosed by the disclosing party to the receiving party, whether disclosed orally, visually, or in writing, shall be held in strict confidence and shall not be used or disclosed except as necessary to perform under this Agreement or as otherwise authorized in writing by the disclosing party. The receiving party shall use at least the same degree of care to protect the disclosing party's Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by the receiving party; (b) is rightfully received by the receiving party from a third party without restriction on disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party provides prompt written notice and reasonable assistance to permit the disclosing party to contest the disclosure.

6. Data Security and Compliance

Recipient shall implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the Data to protect against unauthorized access, disclosure, alteration, or destruction. Recipient shall comply with applicable data protection and privacy laws in Recipient's processing of the Data and shall notify Provider without undue delay upon becoming aware of any security incident affecting the Data.

7. Limitation of Liability and Indemnification

Except for liability arising from a party's willful misconduct, gross negligence, breach of confidentiality, or infringement of third-party rights, neither party shall be liable for incidental, consequential, or punitive damages. Each party shall indemnify and hold harmless the other party from and against any third-party claims resulting from the indemnifying party's breach of representations, warranties, or obligations under this Agreement.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notice shall be deemed given when delivered in person, by certified mail, or by overnight courier with confirmation of receipt.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

10. Entire Agreement

This Agreement, including the Scope of Work and any written attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. The parties are independent contractors and nothing in this Agreement will be construed to create a partnership, joint venture, or employment relationship.

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