Data Download Request

DATA DOWNLOAD REQUEST AND ACCESS AGREEMENT

Parties and Effective Date

Requesting Party Name:

Data Custodian Name:

Effective Date:

Recitals

WHEREAS, Data Custodian maintains and controls certain electronic data and records described below and has capacity to export and deliver those datasets in structured formats for authorized use; and

WHEREAS, Requesting Party seeks a download and transfer of specific data for legitimate business purposes identified in this Agreement and agrees to comply with the conditions and restrictions set forth herein; and

WHEREAS, the parties wish to document the scope, delivery, payment, confidentiality, and liability terms that will govern the requested data transfer.

Scope of Work

The Data Custodian will prepare and deliver the requested dataset(s) in accordance with the following description and schedule. The Requesting Party understands that the Custodian will only deliver data specifically identified and authorized under this Agreement.

Data Specification and Delivery

Date Range From: to

CSV JSON XML Other:

Secure FTP/Secure Transfer Encrypted Email Encrypted Physical Media

Payment Terms

Fees for preparation, export and delivery: $.

Late payment fee: on any overdue balance.

Term and Termination

Start Date: End Date:

Either party may terminate this Agreement for material breach that remains uncured for days following written notice. For convenience, either party may terminate upon days' prior written notice.

Confidentiality and Use Restrictions

All data provided under this Agreement is Confidential Information. Requesting Party shall: (a) use the data solely for the purposes set forth in the Scope of Work; (b) not disclose the data to third parties except as expressly authorized in writing; (c) implement and maintain reasonable administrative, physical, and technical safeguards to protect the confidentiality and integrity of the data; and (d) not attempt to re-identify, de-anonymize, or otherwise reverse engineer aggregated or anonymized datasets.

Upon termination or expiration, Requesting Party shall, within days, securely delete or return all copies of the data and provide written certification of deletion or return if requested.

Liability, Indemnity and Warranty

Data Custodian warrants that to the best of its knowledge the data exported is a true representation of Custodian's records at the time of extraction. EXCEPT AS EXPRESSLY STATED, THE DATA IS PROVIDED "AS IS" WITHOUT OTHER WARRANTIES. Neither party will be liable for indirect, special, incidental, or consequential damages. Requesting Party shall indemnify and hold harmless the Data Custodian from claims arising out of Requesting Party's misuse of the data or unauthorized disclosures.

Audit and Compliance

Upon reasonable prior notice, Data Custodian may audit Requesting Party's records and systems reasonably necessary to verify compliance with this Agreement. Any such audit shall be conducted during normal business hours and shall be limited in scope and duration.

Governing Law and Entire Agreement

This Agreement shall be governed by the laws of: without regard to conflict of laws principles.

This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior negotiations, representations, or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Certifications and Authorizations

By signing below, the undersigned certifies that they have authority to enter into this Agreement on behalf of the party they represent, that the information contained in this request is true and correct, and that the Requesting Party will comply with the terms and restrictions set forth herein.

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