Data Submission Guidelines

DATA SUBMISSION GUIDELINES

This Data Submission Guidelines (the "Guidelines") is entered into as of by and between Data Provider: , located at , and Data Recipient: , located at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Data Provider has access to certain datasets and information described herein that are necessary to accomplish the objectives described in the Scope of Work; and

WHEREAS, Data Recipient requires the submission of such data for evaluation, analysis, or integration and agrees to receive, process, and compensate Data Provider under the terms set forth in these Guidelines; and

WHEREAS, the Parties desire to establish standardized requirements, quality expectations, security obligations, and payment terms governing the submission and acceptance of data.

SCOPE OF WORK

Data submission shall include documentation sufficient for ingestion, including field-level definitions, encoding conventions, sample records, and a manifest listing file names, record counts, and hashing values. Data Provider warrants that datasets conform to the agreed schema at the time of submission.

SUBMISSION, VALIDATION, AND ACCEPTANCE

Submission method (select all that apply):

SFTP with integrity checks (SHA-256 or stronger)
Secure API endpoint with mutual TLS
Encrypted physical media delivered under chain of custody

Validation: Data Recipient will perform schema validation, checksum verification, and a sample quality check within calendar days of receipt. If data fails validation, Data Recipient will notify Data Provider specifying defects and allow Data Provider to cure within calendar days.

PAYMENT TERMS

Compensation: Data Recipient shall pay Data Provider the total amount of USD for the deliverables defined in the Scope of Work.

Invoices are due in accordance with the payment schedule. Late payments shall accrue interest as specified above and Data Recipient shall be responsible for reasonable collection costs and attorney fees incurred to collect overdue amounts.

TERM AND TERMINATION

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

Either Party may terminate for convenience upon written notice to the other Party at least days prior to the effective termination date. Either Party may terminate immediately upon written notice if the other Party materially breaches its obligations and fails to cure within 30 days of receiving written notice of the breach.

CONFIDENTIALITY AND DATA PROTECTION

Each Party shall treat all submitted data, metadata, mappings, and documentation as Confidential Information. Data Recipient shall implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the data to prevent unauthorized access, use, disclosure, alteration, or destruction. If any submitted data contains personal data or personally identifiable information, Data Recipient shall process such data only as necessary to perform obligations under these Guidelines and shall not attempt to re-identify de-identified datasets.

In the event of an actual or reasonably suspected unauthorized access or data breach affecting submitted data, Data Recipient shall notify Data Provider without undue delay and, in any event, within 72 hours of becoming aware, and shall cooperate in investigation and remediation efforts. Data Recipient shall be liable for losses resulting from its negligent or willful failure to safeguard Confidential Information.

Acknowledgement: Data Recipient acknowledges and agrees to abide by the confidentiality and data protection obligations set forth above.

LIMITATION OF LIABILITY AND INDEMNITY

Each Party's total liability for direct damages arising from or related to these Guidelines shall be limited to the amounts paid or payable under the Payment Terms during the twelve (12) months preceding the claim. Neither Party shall be liable for indirect, incidental, special, consequential, or punitive damages. Data Provider agrees to indemnify and defend Data Recipient against third-party claims arising from inaccuracies in the data supplied by Data Provider; Data Recipient agrees to indemnify and defend Data Provider against claims arising from Data Recipient's misuse of the data.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under these Guidelines.

NOTICES

ENTIRE AGREEMENT

These Guidelines, together with any attachments, exhibits, and mutually executed statements of work, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment to these Guidelines must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of these Guidelines is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. Assignment: Neither Party may assign its rights or delegate its duties under these Guidelines without the prior written consent of the other Party, except to an affiliate or in connection with a sale of substantially all assets.

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