Data Use Agreement

Data Use Agreement

This Data Use Agreement (the Agreement) is made and entered into as of by and between Provider Name: with principal place of business at ("Provider"), and Recipient Name: with principal place of business at ("Recipient").

RECITALS

WHEREAS, Provider has collected or assembled certain data and datasets described below (the Data) that Provider is willing to disclose to Recipient subject to the terms of this Agreement; and

WHEREAS, Recipient requires access to the Data to carry out research, analysis, or other legitimate business purposes subject to the restrictions set forth herein; and

WHEREAS, the parties seek to protect the confidentiality, integrity, and lawful handling of the Data and to define the rights and obligations of each party with respect to such Data.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

1. Definitions

1.1 "Data" means the datasets, files, records and associated metadata provided by Provider to Recipient under this Agreement and described as:

1.2 "Permitted Purpose" means the specific use(s) of the Data by Recipient as limited in Section 2 and described as:

1.3 "Authorized Personnel" means Recipient's employees, contractors, agents, and subcontractors who have a legitimate need to access the Data to perform the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

2. Grant of Access and Use Restrictions

2.1 Provider hereby grants Recipient a non-exclusive, non-transferable, revocable license to access and use the Data solely for the Permitted Purpose during the Term of this Agreement. Recipient shall not use the Data for any other purpose without the prior written consent of Provider.

2.2 Recipient shall not (a) attempt to re-identify or contact any person whose information is contained in the Data, (b) sell, rent, sublicense, distribute, or otherwise disclose the Data to any third party except as expressly permitted by this Agreement, or (c) use the Data to develop products or services for direct commercialization unless expressly authorized in writing by Provider.

2.3 Recipient shall ensure that all Authorized Personnel accessing the Data are informed of and agree to abide by the restrictions in this Agreement and maintain records of such persons for inspection by Provider pursuant to Section 7.

3. Data Security and Breach Notification

3.1 Recipient shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the Data, including encryption of Data at rest and in transit, access controls, logging, and secure disposal practices. Minimum required controls and handling procedures are described as:

3.2 In the event of an actual or suspected security incident or unauthorized disclosure affecting the Data, Recipient shall (a) promptly take all reasonable steps to contain and mitigate the incident, and (b) notify Provider without undue delay and in any event within hours of discovery, providing sufficient details for Provider to assess the incident.

4. Data Retention and Destruction

4.1 Recipient shall retain the Data only for the period necessary to accomplish the Permitted Purpose and in accordance with the retention schedule below. At the earlier of expiration of the retention period or termination of this Agreement, Recipient shall, at Provider's election, securely return or destroy the Data and all copies.

Retention period or date:

4.2 Upon Provider's request, Recipient shall certify in writing that the Data has been returned or destroyed in accordance with this Agreement.

5. Ownership; Intellectual Property

5.1 Provider retains all right, title and interest in and to the Data, including any intellectual property rights therein. Nothing in this Agreement transfers ownership of the Data to Recipient. Recipient shall acquire no rights in the Data except the limited license expressly granted herein.

5.2 Analyses, reports, and aggregated results derived from the Data (Derived Materials) shall be owned by subject to Provider's rights to require that such results be produced in de-identified or aggregated form that does not permit re-identification.

6. Confidentiality

6.1 Each party shall maintain the confidentiality of Confidential Information received from the other party and shall not disclose such Confidential Information except as expressly permitted in this Agreement or required by law. Confidential Information includes the Data and any non-public information regarding the Data.

6.2 The obligations in this Section shall survive termination or expiration of this Agreement for a period of unless a longer period is required by law.

7. Audit and Inspection

7.1 Provider may, upon reasonable prior notice to Recipient, conduct reasonable audits or inspections to verify Recipient's compliance with this Agreement. Such audits shall be conducted during normal business hours and in a manner that minimizes disruption to Recipient's operations.

Notice period for audits: days.

8. Representations; Warranties

8.1 Each party represents and warrants that it has the full corporate or organizational power and authority to enter into and perform this Agreement and to grant the rights and assume the obligations set forth herein.

8.2 Provider represents that, to Provider's knowledge, disclosure of the Data to Recipient as permitted by this Agreement does not violate any contract or third-party right; provided, however, that Provider makes no warranty that the Data is error-free or suitable for Recipient's specific purposes.

9. Indemnification and Limitation of Liability

9.1 Recipient shall indemnify, defend, and hold harmless Provider and its officers, directors, and employees from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Agreement or misuse of the Data.

9.2 Except for liability resulting from willful misconduct, gross negligence, or breaches of confidentiality or data protection obligations, neither party's aggregate liability under this Agreement shall exceed .

10. Term and Termination

10.1 This Agreement shall commence on the Effective Date and shall continue for the period specified below or until earlier terminated as provided herein.

Term (if fixed):

10.2 Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Provider may suspend access to the Data immediately upon suspected misuse.

11. Notices

12. Governing Law; Miscellaneous

12.1 Governing Law. 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.

12.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

12.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most closely effects the parties' intent.

12.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right.

12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be binding.

Signatures

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