Data Sharing Contract

DATA SHARING CONTRACT

This Data Sharing Contract (the Agreement) is entered into as of by and between Provider Name: , whose principal place of business is at , and Recipient Name: , located at .

WHEREAS

WHEREAS, Provider possesses certain datasets and information relating to its operations and customers (collectively, Data), and is willing to make such Data available to Recipient for the limited purposes set forth in this Agreement; and

WHEREAS, Recipient desires access to Provider's Data in order to perform the permitted activities described in this Agreement and agrees to use, protect and dispose of such Data in accordance with the terms and conditions herein.

WHEREAS, the parties intend to allocate responsibilities with respect to data security, confidentiality, payment and compliance with applicable law as set forth below.

SCOPE OF WORK

PERMITTED USES AND RESTRICTIONS

Recipient shall use the Data solely for the following permitted purposes (check all that apply):

Service delivery and operational support
Analytics and performance measurement
Research and development
Marketing only if expressly authorized in writing

Recipient will not sell, sublicense, transfer, redistribute or otherwise disclose Provider Data to any third party except as expressly permitted in this Agreement or with Provider's prior written consent. Recipient will restrict access to Data to those of its employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those contained in this Agreement.

SECURITY AND DATA HANDLING

Recipient shall implement and maintain administrative, technical and physical safeguards designed to protect the confidentiality, integrity and availability of the Data consistent with industry best practices and applicable law. Recipient shall promptly notify Provider upon discovery of any unauthorized access, use, disclosure or loss of Provider Data and shall cooperate in breach response and mitigation.

PAYMENT TERMS

All fees are exclusive of taxes. Recipient shall pay invoiced amounts within days of receipt of an undisputed invoice. Late payments shall accrue the late fee set forth above and any collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party which is not cured within thirty (30) days after written notice of such breach, or as otherwise provided herein.

CONFIDENTIALITY

Each party acknowledges that Provider Data is Confidential Information of Provider. Recipient shall: (i) maintain the confidentiality of Provider Data using at least the same standard of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not disclose Provider Data to any third party except as permitted under this Agreement; and (iii) use Provider Data only for the permitted purposes. The foregoing obligations shall not apply to information that (a) is or becomes publicly available other than through breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of Provider Data. Recipient agrees that monetary damages may be an inadequate remedy for breach and that Provider may seek injunctive relief in addition to other remedies.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Recipient shall indemnify, defend and hold harmless Provider and its affiliates from and against any third-party claims, liabilities, damages and expenses arising out of Recipient's breach of this Agreement, unauthorized use or disclosure of Provider Data, or violation of law. EXCEPT FOR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS

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

Sign Now