Legal DUA Document

LEGAL DUA DOCUMENT

This Data Use Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , a Corporation LLC Other, with principal place of business at (hereinafter "Data Provider"), and Recipient Name: , a Corporation LLC Other, with principal place of business at (hereinafter "Data Recipient").

RECITALS

WHEREAS, Data Provider possesses certain data sets, records, reports, specifications and associated metadata described further in Section 1 (collectively, "Protected Data"); and

WHEREAS, Data Recipient requires access to Protected Data solely to perform the Permitted Uses set forth in this Agreement and represents that it has the technical, administrative and physical controls necessary to protect the confidentiality and integrity of the Protected Data; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to disclosure, use, protection, retention, and destruction of Protected Data.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Protected Data" means the specific data items, files, records and metadata described by Data Provider in the Data Specification attached or described in Data Description: and further detailed in the Data Description field below.

2. PERMITTED USES

2.1 Data Recipient may access and use the Protected Data solely for the following purposes: .

3. PROHIBITED USES

3.1 Data Recipient shall not, directly or indirectly, use, disclose, reproduce, or permit access to Protected Data for any purpose other than the Permitted Uses, including without limitation any commercial resale, re-identification of individuals, or aggregation for purposes not expressly authorized herein.

4. CONFIDENTIALITY

4.1 Each party shall treat Protected Data as confidential information. Data Recipient will restrict access to Protected Data to personnel or agents who have a legitimate need to know, are bound by confidentiality obligations at least as protective as those herein, and have received appropriate training regarding data handling and privacy.

Data Recipient shall implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the Protected Data, including encryption at rest and in transit where reasonably feasible and access controls to prevent unauthorized disclosure.

5. DATA RETENTION AND DESTRUCTION

5.1 Data Recipient shall retain Protected Data only for the period necessary to accomplish the Permitted Uses, and in no event longer than Retention Period: , unless otherwise required by law.

5.2 Upon expiration or termination of this Agreement, or upon written request by Data Provider, Data Recipient shall securely destroy or return all Protected Data and certify in writing that such destruction has been completed.

6. AUDIT AND COMPLIANCE

6.1 Data Provider or its designee shall have the right, upon reasonable notice and during regular business hours, to audit Data Recipient's compliance with this Agreement. Such audits shall be conducted in a manner designed to minimize disruption to Data Recipient's operations. Data Recipient shall cooperate and produce records reasonably necessary to verify compliance.

6.2 If any audit reveals noncompliance, Data Recipient shall within a reasonable period, at its expense, take all actions necessary to remedy such noncompliance, including corrective measures to prevent recurrence.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Data Provider warrants that to its knowledge it has the lawful right to disclose the Protected Data to Data Recipient under the terms of this Agreement.

7.2 Data Recipient covenants that it will not attempt to re-identify anonymized or de-identified data contained within Protected Data and will comply with all applicable laws and regulations governing privacy and data protection.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Data Recipient shall indemnify, defend and hold harmless Data Provider and its officers, directors and employees from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Data Recipient's breach of this Agreement, unauthorized disclosure of Protected Data, or negligent or willful acts or omissions.

8.2 Except for liability arising from willful misconduct or indemnification obligations, neither party's aggregate liability for all claims arising out of this Agreement shall exceed the fees paid by Data Recipient to Data Provider under this Agreement in the twelve (12) months preceding the claim, provided that this limitation shall not apply to liabilities for violations of law or for unauthorized disclosure of Protected Data involving personal harm.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and continue for Term (months): , unless earlier terminated in accordance with this Section.

9.2 Either party may terminate this Agreement for cause upon thirty (30) days' written notice if the other party breaches any material obligation and fails to cure within the cure period.

10. NOTICES

10.1 All notices required under this Agreement shall be in writing and delivered to the party's designated contact below. Notice shall be effective upon receipt by personal delivery, national overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, to the addresses set forth below.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

12.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it valid and enforceable or, if reformation is not possible, shall be severed and the remainder of the Agreement shall remain in full force and effect.

13. MISCELLANEOUS

13.1 The parties agree that monetary damages may be inadequate to remedy a breach of this Agreement and that either party may seek injunctive relief in addition to any other remedies available at law or in equity.

13.2 Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of such party's business to which this Agreement pertains.

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