Data Licensing Agreement

Data Licensing Agreement

This Data Licensing Agreement ("Agreement") is entered into as of Effective Date: by and between Licensor Name: with principal address , and Licensee Name: with principal address .

RECITALS

WHEREAS, Licensor collects, curates, and maintains certain datasets and related metadata and has the right to grant limited licenses to such data, including data described as: ; and

WHEREAS, Licensee desires to obtain a license to use the Data for the Permitted Purpose identified below, and Licensor is willing to grant such license on the terms and conditions set forth in this Agreement.

DEFINITIONS

"Data" means the datasets and associated metadata described in the Data Specification, which for purposes of this Agreement are summarized as: .

"Permitted Purpose" means use of the Data for: .

SCOPE OF WORK

LICENSE GRANT AND RESTRICTIONS

Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as expressly permitted below), revocable license to use the Data solely for the Permitted Purpose during the Term, subject to the restrictions set forth in this Agreement. Licensee shall not sublicense, sell, distribute, or permit third-party access to the Data except as expressly permitted in writing by Licensor.

Licensee shall implement and maintain appropriate technical and organizational measures to protect the Data from unauthorized access, disclosure, alteration, or destruction, consistent with industry standards for comparable data.

PAYMENT TERMS

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Late payments may also incur an administrative fee of and recovery costs.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Licensor may also terminate immediately if Licensee breaches confidentiality or misuse provisions.

Upon termination, Licensee shall cease all use of the Data, destroy or return all copies in its possession as instructed by Licensor, and certify destruction in writing within 10 days.

CONFIDENTIALITY

Each party acknowledges that the Data and any non-public information disclosed in connection with this Agreement is Confidential Information. Confidential Information shall be held in confidence and shall not be disclosed to any third party except as required by law or with prior written consent. The receiving party shall restrict disclosure to employees, contractors, and agents who have a need to know and who are bound by obligations of confidentiality no less protective than those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected to the extent permitted by applicable law.

INTELLECTUAL PROPERTY; WARRANTIES; INDEMNITY

Licensor retains all right, title, and interest in and to the Data and any modifications, derivatives, or enhancements. Licensee acquires only the limited license rights expressly granted herein.

Licensor represents that it has the rights necessary to grant the license and that, to Licensor's knowledge, the Data does not infringe third-party intellectual property rights. EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THE DATA IS PROVIDED "AS IS" WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct, subject to customary notice and mitigation obligations.

LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS. EXCEPT FOR CLAIMS ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or Data Specifications expressly incorporated in writing, 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. No modification to this Agreement will be binding unless executed in writing by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contracting parties; nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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