Legal ODL Agreement

LEGAL ODL AGREEMENT

This Open Data License Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Licensor Name: with principal place of business at ("Licensor") and Licensee Name: with principal place of business at ("Licensee").

RECITALS

WHEREAS, Licensor possesses certain datasets, collections, and related documentation described as Data Description: (the "Data");

WHEREAS, Licensor is willing to grant, and Licensee wishes to obtain, a license to use the Data on the terms and conditions set forth herein; and

WHEREAS, the parties intend that the Data be made available for the Permitted Uses defined in this Agreement, subject to the restrictions and obligations below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and 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 datasets, metadata and documentation described in Data Description above, and any updates or new releases made available by Licensor pursuant to Section 6 (Updates).

1.2 "Permitted Uses" means the uses expressly authorized under Section 3 of this Agreement.

2. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, worldwide, non-transferable (except as permitted under Section 12) license to use, reproduce, and distribute the Data solely for the Permitted Uses specified in Section 3. No rights are granted except as expressly set forth in this Agreement. All rights not expressly granted are reserved by Licensor.

3. PERMITTED USES

3.1 Licensee may use the Data for the following purposes only (select applicable uses):

Research, analysis and internal evaluation

Publication and public dissemination subject to attribution requirements in Section 5

Use in commercial products or services subject to payment terms in Section 4

3.2 Licensee shall not use the Data for any purpose that violates applicable law, infringes third party rights, or compromises privacy or personal data protections. Licensee shall implement reasonable technical and organizational measures to avoid re-identification of natural persons from the Data.

4. FEES AND PAYMENT

4.1 License Fee. The parties agree that the license is: Royalty-free Royalty-bearing If royalty-bearing is selected, Licensee shall pay License Fee Amount:

4.2 Payment Terms. Fees are due within days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. ATTRIBUTION AND NOTICE

5.1 Attribution. Licensee shall provide the following attribution in any public distribution or publication that includes the Data:

5.2 Notice of Changes. If Licensee modifies, transforms, or builds upon the Data, Licensee shall clearly mark such changes and shall not imply that Licensor endorses Licensee's use or derivative works.

6. UPDATES AND MAINTENANCE

Licensor may, but is not obligated to, provide updates, corrections, or new releases of the Data. Any updates provided by Licensor shall be subject to the terms of this Agreement unless otherwise agreed in writing. Licensee acknowledges that Licensor may discontinue certain Data elements upon reasonable notice.

7. TERM AND TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues for an initial term of year(s) and will automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

7.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice.

7.3 Effect of Termination. Upon termination, Licensee shall cease all use of the Data and, at Licensor's election, destroy or return all copies under Licensee's control. Sections 5, 8, 9, 10 and 11 and any other provisions that by their nature survive termination shall survive.

8. WARRANTIES AND DISCLAIMER

8.1 Limited Warranty. Licensor represents that, to the best of its knowledge, it has the right to grant the license set forth in this Agreement. Licensor makes no other warranties and disclaims all other warranties, whether express, implied, statutory or arising by course of dealing, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, or non-infringement.

8.2 No Guarantee. Licensor does not warrant that the Data is free of errors, that access to the Data will be uninterrupted, or that results obtained from use of the Data will meet Licensee's requirements.

9. INDEMNIFICATION

Licensee shall defend, indemnify and hold harmless Licensor and its officers, directors and employees from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or relating to Licensee's use of the Data, breach of this Agreement, or violation of applicable law, except to the extent caused by Licensor's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

Except for liability arising from a party's indemnification obligations or a party's willful misconduct, in no event shall either party be liable for any indirect, incidental, consequential, special or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party arising under or in connection with this Agreement shall not exceed the amounts actually paid by Licensee to Licensor under this Agreement in the twelve (12) months preceding the event giving rise to liability.

11. CONFIDENTIALITY

11.1 Definition. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential.

11.2 Obligations. Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose it to any third party except as required by law or as expressly permitted under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years.

12. ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all its assets, provided that the assignee assumes all obligations under this Agreement.

13. NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices are effective upon receipt.

14. AMENDMENTS AND WAIVER

No modification, amendment or waiver of any provision of this Agreement shall be effective unless 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.

15. COUNTERPARTS; ELECTRONIC EXECUTION

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. Facsimile, PDF or other electronic copies of signatures shall be treated as original signatures for all purposes.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules.

16.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

16.3 Severability. 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 invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

17. ADDITIONAL PROVISIONS

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