Data Licensing Contract

DATA LICENSING CONTRACT

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

RECITALS

WHEREAS, Licensor develops, maintains, and owns certain datasets and related metadata, analyses and documentation (collectively, "Data"); and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the Data subject to the terms and conditions set forth herein.

1. DEFINITIONS

"Data" means the datasets, metadata, documentation, and other materials specified in Section 2. "Permitted Use" means the specific uses identified in Section 2. "Term" means the period defined in Section 4.

2. SCOPE OF LICENSE

Licensor hereby grants to Licensee a non-exclusive / exclusive (select applicable) license to use the Data, subject to the limitations and conditions in this Agreement. Select license type:

Non-exclusive Exclusive Limited-purpose

The Data furnished under this Agreement is described as: Data Description:

3. DATA DELIVERY AND FORMAT

Licensor will deliver the Data in the following format(s): Delivery method:

4. PAYMENT TERMS

If any undisputed payment is not received within days after the due date, interest will accrue at a rate of percent per month on the overdue balance, and Licensor may suspend access to the Data after 15 days' written notice.

5. TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, will continue until End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Additionally, either party may terminate for convenience upon days' prior written notice.

Upon termination or expiration, Licensee will cease all use of the Data and, at Licensor's election, return or certify destruction of all copies of the Data within days.

6. CONFIDENTIALITY AND DATA SECURITY

Each party shall maintain in confidence all non-public information disclosed by the other party and marked or reasonably understood to be confidential ("Confidential Information"). Licensee shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the Data, consistent with industry standards, to prevent unauthorized access, use, disclosure or alteration.

Licensee shall not, without Licensor's prior written consent, (i) sell, sublicense, distribute, or make the Data available to third parties except as expressly permitted in Section 2, or (ii) attempt to identify any natural person within the Data where data is provided in de-identified or aggregated form.

7. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

Licensor represents that it has the right to grant the license granted in this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE DATA IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

Licensee shall indemnify, defend and hold harmless Licensor from any third-party claims arising out of Licensee's breach of this Agreement, misuse of the Data, or violation of applicable law. Except for liability arising from wilful misconduct, gross negligence, or indemnification obligations, neither party's aggregate liability for claims under this Agreement shall exceed the aggregate Fees paid by Licensee to Licensor in the twelve (12) months preceding the claim.

9. AUDIT RIGHTS

Licensor may, upon reasonable notice and no more than once per year, audit Licensee's records solely to verify compliance with the license terms. Any such audit shall be conducted during normal business hours, not unreasonably interfering with Licensee's operations, and subject to the execution of a mutually agreeable confidentiality addendum.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes through negotiation for a period of 30 days prior to initiating any formal dispute resolution proceeding.

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments, exhibits and purchase orders incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

12. NOTICES

13. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Licensor may assign to an affiliate or in connection with a sale of substantially all of its assets.

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