DataShare Agreement Template

DATA SHARE AGREEMENT

This Data Share Agreement ("Agreement") is entered into as of Effective Date: by and between Data Provider Name: with principal place of business at (hereafter "Provider"), and Data Recipient Name: with principal place of business at (hereafter "Recipient"). Provider and Recipient are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider possesses certain data, datasets, and related information described below and has the authority to disclose such data under the terms set forth in this Agreement; and

WHEREAS, Recipient desires to obtain and use the Provider's data for the Permitted Uses defined in this Agreement, and Provider is willing to disclose such data subject to the terms, conditions, and restrictions of this Agreement; and

WHEREAS, the Parties intend by this Agreement to define their respective rights and obligations with respect to the sharing, use, security, and protection of the shared data.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Data" means the information, records, datasets, metadata, and any derivative works specifically identified in Section 2 that Provider makes available to Recipient under this Agreement. "Personal Data" means Data that relates to an identified or identifiable natural person.

2. DESCRIPTION OF DATA AND PURPOSE

2.1 The Recipient shall use the Data solely for the Permitted Uses set forth above and shall not use, disclose, or permit access to the Data for any other purpose without the prior written consent of Provider.

3. DATA TRANSFER; FORMAT

3.1 Provider will transfer Data to Recipient by the methods agreed in writing. Delivery format, frequency, and technical specifications are as follows:

4. DATA SECURITY AND PRIVACY OBLIGATIONS

4.1 Recipient shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Data to protect against unauthorized access, use, alteration, or disclosure. Such safeguards shall include, at a minimum, the security measures described below and compliance with all applicable privacy laws and industry standards.

4.2 In the event Recipient becomes aware of any unauthorized access, use, or disclosure of the Data (a "Security Incident"), Recipient will: (a) notify Provider promptly and without undue delay; (b) investigate and take immediate steps to mitigate the incident; and (c) provide Provider with a written report of the incident and remediation steps taken.

5. RESTRICTIONS ON USE; PROHIBITED ACTIONS

5.1 Recipient shall not (a) attempt to re-identify Personal Data; (b) sell, lease, license, or otherwise commercially exploit the Data; or (c) disclose the Data to any third party except as expressly permitted in this Agreement. Any subcontracting or delegation of data processing activities requires Provider's prior written consent and a written agreement that imposes substantially the same obligations on the subcontractor as those imposed on Recipient hereunder.

6. CONFIDENTIALITY

6.1 The Parties acknowledge that the Data may constitute Confidential Information. Each Party agrees to hold in confidence and not disclose to any third party any Confidential Information of the other Party except as necessary to perform under this Agreement or as required by law, provided that the disclosing Party is given prompt notice to the extent permitted by law.

7. INTELLECTUAL PROPERTY

7.1 Provider retains all right, title and interest in and to the Data and any derivatives derived therefrom, except that Recipient may create derivative analyses or aggregated results that do not contain Provider's Confidential Information or personally identifiable data, in which case Recipient shall own such derivative analyses. No license or transfer of ownership in any intellectual property of Provider is granted except as expressly set forth in this Agreement.

8. TERM AND TERMINATION

8.1 This Agreement commences on the Effective Date and shall continue in effect for a term of unless earlier terminated in accordance with this Section.

8.2 Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice. Provider may immediately suspend or terminate delivery of Data if Recipient materially breaches its obligations and fails to cure such breach within fifteen (15) days after written notice.

9. RETURN AND DESTRUCTION

9.1 Upon expiration or termination of this Agreement, Recipient shall, at Provider's option, return or securely destroy all Data and certify in writing that such return or destruction has been completed within .

10. AUDIT RIGHTS

10.1 Provider may, upon reasonable prior written notice and during regular business hours, audit Recipient's compliance with the terms of this Agreement, including physical and technical safeguards. Any such audit shall be conducted in a manner that minimizes disruption to Recipient's operations. Recipient shall remedy any non-compliance identified by the audit within a reasonable period.

11. INDEMNIFICATION; LIMITATION OF LIABILITY

11.1 Recipient shall indemnify, defend and hold harmless Provider from and against any losses, liabilities, damages, costs and expenses arising out of Recipient's breach of this Agreement, negligent or willful misuse of the Data, or violation of applicable law in connection with the Data, provided that Provider gives prompt written notice and reasonable cooperation in the defense.

11.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES; THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. INSURANCE

12.1 Recipient shall maintain commercially reasonable insurance coverage appropriate to the nature of the Data and the activities contemplated hereunder, including cyber liability insurance where applicable, and shall provide evidence of such insurance upon Provider's reasonable request.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notices shall be effective upon receipt.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing. 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.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

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

16. MISCELLANEOUS

16.1 Each Party represents and warrants that it has the full corporate or organizational power and authority to enter into and perform its obligations under this Agreement and that the person signing on its behalf is duly authorized to bind such Party.

16.2 The obligations of confidentiality and security set forth in this Agreement shall survive the termination or expiration of this Agreement for a period of .

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