Legal DS Agreement

LEGAL DS AGREEMENT

This Data Sharing Agreement (the "Agreement") is entered into as of by and between Provider Name: , Entity Type: Corporation LLC Other, with principal place of business at (hereinafter "Provider"), and Recipient Name: , Entity Type: Corporation LLC Other, with principal place of business at (hereinafter "Recipient"). Provider and Recipient are each a "Party" and together the "Parties".

RECITALS

WHEREAS, Provider possesses certain data and information described in Section 2 that is necessary for Recipient to perform its business functions and the Parties desire to permit Recipient's limited use of such data subject to the terms set forth in this Agreement; and

WHEREAS, the Parties intend to protect the confidentiality, integrity, and lawful handling of the data to be shared and to establish the Parties' respective rights, obligations, and liabilities with respect thereto; and

WHEREAS, the Parties enter into this Agreement to set forth the terms and conditions governing the sharing, use, security, retention, and disposition of the shared data.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Data" means all information, datasets, records, files, and other materials provided by Provider to Recipient under this Agreement, as further described in Section 2. Data includes any derivatives, extracts, summaries, or analyses derived therefrom.

1.2 "Confidential Information" means Data and any other non-public information disclosed by a Party that is identified as confidential or that, by its nature, should reasonably be understood to be confidential.

2. DESCRIPTION OF DATA AND PURPOSE

2.1 Data Description: The Provider will share the following categories of Data:

2.2 Purpose: Provider authorizes Recipient to use the Data solely for the following purpose(s):

3. DATA TRANSFER AND ACCESS

3.1 Transfer Mechanism: Provider will transfer Data to Recipient via agreed secure channels and formats. The Parties will document transfer methods in an executed transfer specification appended as an Exhibit to this Agreement.

3.2 Access Controls: Recipient shall restrict access to the Data to those of its employees, contractors or agents who have a need to know for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

4. DATA SECURITY AND HANDLING

4.1 Security Standards: Recipient agrees to maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the Data. Such safeguards must include encryption in transit and at rest where applicable, access controls, logging of access and processing activities, and periodic security assessments.

4.2 Breach Notification: In the event of a confirmed or suspected security breach affecting the Data, Recipient shall notify Provider without unreasonable delay and in any event within of discovery, provide a description of the incident, actions taken, and proposed remediation.

5. USE RESTRICTIONS

5.1 Recipient shall not use, disclose, sell, sublicense, transfer, or otherwise make available the Data for any purpose other than the Permitted Purpose without Provider's prior written consent. Recipient shall not attempt to re-identify de-identified data or otherwise circumvent data protections.

6. RETENTION; RETURN OR DESTRUCTION

6.1 Retention: Recipient shall retain Data only for the period necessary to accomplish the Permitted Purpose and in no event longer than unless required by applicable law.

6.2 Return or Destruction: Upon expiration or termination of this Agreement, or upon Provider's written request, Recipient shall promptly return or securely destroy all Data and certify in writing the disposition.

7. COMPLIANCE WITH LAWS

7.1 Each Party shall comply with all applicable data protection, privacy, export control, and other laws and regulations applicable to its collection, use, processing, transfer, and storage of the Data.

8. CONFIDENTIALITY

8.1 Each Party shall maintain the confidentiality of Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Recipient shall not disclose Confidential Information except to those of its personnel or subcontractors who need to know and who are subject to obligations at least as protective as those in this Agreement.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification: Each Party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other Party (the "Indemnified Party") from and against third-party claims arising out of the Indemnifying Party's breach of this Agreement, negligent acts or willful misconduct in connection with the Data.

9.2 Limitation of Liability: Except for liability arising from a Party's gross negligence, willful misconduct, or breach of its confidentiality obligations, the Parties' aggregate liability to each other for any claims arising under this Agreement shall not exceed .

10. TERM AND TERMINATION

10.1 Term: This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein.

10.2 Termination for Convenience: Either Party may terminate this Agreement for any reason upon days' prior written notice to the other Party.

11. NOTICES

11.1 All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as the receiving Party designates in writing.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments: This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both Parties.

12.2 Waiver: No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right unless such waiver is in writing and signed by the waiving Party.

12.3 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. Signatures delivered by electronic means or facsimile shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

13.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

13.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be enforced to the maximum extent permitted by law.

14. MISCELLANEOUS PROVISIONS

14.1 Subcontractors: Recipient may engage subcontractors to assist with the Permitted Purpose only with Provider's prior written consent and provided that Recipient imposes written obligations on such subcontractors that are no less protective than Recipient's obligations hereunder.

14.2 Audit Rights: Provider may, upon reasonable advance notice and during normal business hours, audit Recipient's compliance with the terms of this Agreement. Such audits shall be conducted in a manner designed to minimize disruption to Recipient's operations and to protect Recipient's other confidential information.

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