Data Usage Authorization Agreement

DATA USAGE AUTHORIZATION AGREEMENT

This Data Usage Authorization Agreement ("Agreement") is made effective as of by and between Data Provider: , with principal address at , and Data Recipient: , with principal address at .

RECITALS

WHEREAS, Data Provider possesses certain datasets, records, and other information described as: (the "Data");

WHEREAS, Data Recipient has requested access to the Data for the specific purpose(s) of: ; and

WHEREAS, the parties wish to set forth the terms and conditions under which Data Provider will authorize Data Recipient to use the Data.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Authorized Users" means those employees, contractors, or agents of Data Recipient who have a need to access the Data to perform the Authorized Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement.

1.2 "Confidential Information" includes the Data and any nonpublic information related thereto, whether disclosed in writing, orally, electronically, or by inspection.

2. GRANT OF AUTHORIZATION

2.1 Subject to the terms and conditions of this Agreement, Data Provider hereby authorizes Data Recipient to receive, access, and use the Data solely for the Authorized Purpose set forth above and as further restricted in Section 3.

2.2 The authorization granted herein is limited to the Data described in Section 1 and does not confer any ownership rights or licenses in intellectual property except as expressly provided in a written appendix executed by both parties.

3. PERMITTED USES AND RESTRICTIONS

3.1 Permitted Uses. Data Recipient shall use the Data only to perform the Authorized Purpose and for no other internal or external purpose without the prior written consent of Data Provider.

3.2 Prohibited Uses. Data Recipient shall not: (a) sell, sublicense, distribute or otherwise make the Data available to any third party except as expressly permitted herein; (b) use the Data to develop or improve any product or service for resale unless expressly authorized; or (c) attempt to identify or re-identify any individual from de-identified or aggregated Data where such re-identification is prohibited by applicable law.

4. DATA SECURITY AND CONFIDENTIALITY

4.1 Security Measures. Data Recipient shall implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the Data, including but not limited to encryption at rest and in transit, access controls, logging, and periodic security testing. Describe specific security measures to be used:

4.2 Confidentiality Obligations. Data Recipient shall treat the Data as Confidential Information and shall not disclose it except to Authorized Users who need access to perform the Authorized Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5. DATA RETENTION; RETURN OR DESTRUCTION

5.1 Retention Period. Data Recipient shall retain the Data only for the period necessary to accomplish the Authorized Purpose or as otherwise required by law. Maximum retention period (if any):

5.2 Return or Destruction. Upon expiration or termination of this Agreement, or upon written request of Data Provider, Data Recipient shall promptly return or securely destroy the Data and certify in writing within days that such return or destruction has been completed.

6. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in connection with its performance under this Agreement, including data protection and privacy laws. Data Recipient shall not use or disclose the Data in any manner that would cause Data Provider to be in violation of applicable law.

7. AUDIT RIGHTS

Data Provider shall have the right, upon reasonable prior notice and during regular business hours, to audit Data Recipient's compliance with this Agreement. Audits shall be conducted no more frequently than once annually unless a material breach is suspected.

8. INDEMNIFICATION

Data Recipient shall indemnify, defend and hold harmless Data Provider and its officers, directors and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Data Recipient's breach of this Agreement or unauthorized use or disclosure of the Data.

9. LIMITATION OF LIABILITY

Except for breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability under this Agreement shall be limited to direct damages up to the amount of fees paid by Data Recipient to Data Provider under this Agreement during the preceding twelve (12) months (or, if no fees were paid, up to $10,000).

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue until unless earlier terminated as provided herein.

10.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the following addresses:

12. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of that provision or of the right to enforce it subsequently.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: , without regard to conflict of law principles. The parties agree that exclusive venue for any dispute shall be in the state and federal courts located in that jurisdiction unless otherwise agreed in writing.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic image or electronic signature shall be binding.

ADDITIONAL TERMS

Individual    Corporation    LLC    Other:

Individual    Corporation    LLC    Other:

CERTIFICATION AND AUTHORIZATION

Each party represents and warrants that the person signing this Agreement on its behalf is duly authorized to enter into this Agreement and to bind the party to all of its terms. Data Recipient certifies that it will comply with the terms of this Agreement and accepts responsibility for the acts and omissions of its Authorized Users.

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