Legal DAA Agreement

LEGAL DAA AGREEMENT

This Data Access Agreement ("Agreement") is entered into as of Effective Date: by and between Data Provider: , a organized under the laws of , with principal place of business at (hereinafter "Provider"); and Data Recipient: , a organized under the laws of , with principal place of business at (hereinafter "Recipient"). Provider and Recipient are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider collects, maintains and controls certain datasets and related information described below and retains the right to permit access to such data under the terms set forth herein;

WHEREAS, Recipient desires limited access to Provider's data for the Permitted Purpose defined in this Agreement and agrees to use, protect, and restrict access to such data in accordance with this Agreement; and

WHEREAS, Provider is willing to grant Recipient such access subject to the terms, conditions and safeguards set forth below.

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, metadata and associated information to be made available by Provider to Recipient as described in the Dataset Description field below. Dataset Description:

1.2 "Permitted Purpose" means the specific uses authorized by Provider, limited to the activities described in the Permitted Purpose field below. Permitted Purpose:

2. GRANT OF ACCESS

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

2.2 All access shall be effected by means and at locations approved by Provider. Provider may require Recipient to access Data through secure portal(s), API credentials, or other technical mechanisms designated by Provider.

3. DATA USE RESTRICTIONS

3.1 Recipient shall not (a) sell, sublicense, redistribute or otherwise make the Data available to any third party except as expressly permitted in writing by Provider; (b) attempt to re-identify or deanonymize individuals where Data has been de-identified; or (c) combine the Data with other datasets in a manner that violates privacy laws or this Agreement.

3.2 Recipient shall ensure that any persons or entities to whom it lawfully provides access under Section 3.1 are bound by written obligations no less protective than those contained herein.

4. DATA SECURITY AND SAFEGUARDS

4.1 Recipient shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Data, including but not limited to: access controls, encryption in transit and at rest, multi-factor authentication for privileged accounts, logging and monitoring, and regular security patching.

4.2 Recipient warrants that it will maintain written information security policies and will cause all personnel with access to the Data to receive training on the protection of the Data and obligations under this Agreement.

4.3 Does the Data include personal data or personally identifiable information? Yes

5. DATA BREACH NOTIFICATION

5.1 In the event of any unauthorized access to or disclosure of the Data, Recipient shall notify Provider without undue delay and in any event no later than hours of becoming aware of the incident. Recipient shall, at its expense, cooperate with Provider's reasonable investigation and mitigation efforts and shall provide Provider with all information reasonably necessary to determine the scope and impact of the incident.

6. CONFIDENTIALITY

6.1 Recipient shall treat the Data as Confidential Information of Provider. Recipient shall not disclose Confidential Information except to those employees, contractors or agents who need access for the Permitted Purpose and who are bound by confidentiality obligations no less protective than those set forth in this Agreement.

6.2 The obligations of confidentiality shall not apply to information that Recipient can demonstrate (a) was already known to Recipient without restriction prior to disclosure by Provider; (b) is or becomes publicly known through no fault of Recipient; or (c) is independently developed by Recipient without use of or reference to the Data.

7. INTELLECTUAL PROPERTY

7.1 Provider retains all right, title and interest in and to the Data and any intellectual property rights therein. No right, title or interest in the Data is transferred to Recipient except for the limited access rights expressly granted in this Agreement.

7.2 Any results, analyses or derivative works produced by Recipient that incorporate or are based upon the Data ("Derived Materials") shall be owned by . If ownership is not Provider, Recipient grants Provider a perpetual, royalty-free, worldwide license to use Derived Materials for internal research and benchmarking purposes unless otherwise agreed in writing.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that it has full corporate power and authority to enter into and perform its obligations under this Agreement and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

8.2 Provider represents that, to the best of Provider's knowledge, it has the right to provide the Data to Recipient subject to the terms of this Agreement and that disclosure of the Data to Recipient for the Permitted Purpose will not violate applicable law.

9. INDEMNIFICATION

9.1 Recipient shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or relating to Recipient's breach of this Agreement, misuse of the Data, or violation of applicable law in connection with Recipient's use of the Data.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. TERM AND TERMINATION

11.1 This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Section.

11.2 Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for a period of days after receipt of written notice specifying the breach.

11.3 Upon termination or expiration, Recipient shall cease all use of the Data and, at Provider's election, either securely return or destroy all Data and certify in writing that it has done so.

12. NOTICES

All notices, consents, or communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate in writing.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

14.2 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.

14.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the Parties' intent.

15. MISCELLANEOUS

15.1 Remedies: The Parties acknowledge that monetary damages may be insufficient to remedy certain breaches of this Agreement and that the non-breaching Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.

15.2 Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee agrees in writing to be bound by this Agreement.

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