Participant Data License Agreement

Participant Data License Agreement

This Participant Data License Agreement ("Agreement") is entered into as of by and between Licensor Name: ("Licensor") and Licensee Name: ("Licensee"). Licensor and Licensee may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Licensor has collected or aggregated participant-level data, including non-identifiable and identified participant information, generated in connection with Licensor's programs and services (the "Data"); and

WHEREAS, Licensee desires to obtain a limited license to use the Data for the purposes described in this Agreement, and Licensor is willing to grant such a license subject to the terms and conditions set forth herein.

WHEREAS, the Parties intend to protect participant confidentiality and comply with applicable data protection laws while permitting Licensee to analyze and use Data pursuant to this Agreement.

Definitions

"Data" means all participant-level information, records, datasets, metadata, and associated documentation provided by Licensor to Licensee under this Agreement, whether in electronic or physical form.

"Permitted Use" means Licensee's use of the Data strictly for the research, analysis, product development or operational purposes expressly described in the Scope of Work below and consistent with the restrictions in this Agreement.

Scope of Work

License Grant and Restrictions

Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to access and use the Data solely for the Permitted Use during the Term. Licensee shall not (a) sublicense, transfer, sell, rent, or otherwise distribute the Data to any third party except as expressly authorized in writing by Licensor; (b) attempt to re-identify or deanonymize participants; (c) combine the Data with other datasets in a manner that would permit identification of individual participants without Licensor's prior written consent; or (d) use the Data for direct marketing, employment decisions, or any purpose prohibited by applicable laws.

Payment Terms

All fees are payable in U.S. dollars unless otherwise agreed in writing. Overdue amounts shall accrue interest at the rate specified above and Licensee shall be responsible for reasonable collection costs and attorneys' fees incurred by Licensor in collecting overdue amounts.

Term and Termination

The Term of this Agreement commences on and continues until unless earlier terminated as provided herein.

Either Party may terminate this Agreement upon material breach by the other Party that remains uncured for thirty (30) days following receipt of written notice specifying the breach. Licensor may suspend access to the Data immediately upon notice if Licensee's access or use of the Data presents a material risk of harm to participants or violates applicable law.

Confidentiality

Each Party shall treat the Data and any non-public information exchanged under this Agreement as Confidential Information. Confidential Information shall not be disclosed to any third party except to employees, contractors, or agents who have a strict need to know and are bound by written confidentiality obligations at least as restrictive as those in this Agreement. Confidential Information shall be protected with reasonable administrative, physical, and technical safeguards appropriate to its sensitivity.

The confidentiality obligations do not extend to information that (a) is or becomes publicly available through no fault of the receiving Party; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) was in the receiving Party's possession without restriction prior to receipt; or (d) is required to be disclosed by law, provided the disclosing Party gives prompt notice and cooperates to the extent permitted to seek protective measures.

Data Security and Compliance

Licensee shall implement and maintain appropriate technical and organizational measures to protect the Data against unauthorized access, disclosure, alteration, loss or destruction. Licensee shall promptly notify Licensor upon becoming aware of any security incident affecting the Data and shall cooperate in good faith with Licensor to investigate and remediate the incident. Licensee shall comply with all applicable data protection and privacy laws in its use of the Data.

Representations, Indemnity and Liability

Licensor represents that, to the best of its knowledge, it has the rights necessary to grant the license herein. Licensee represents that it shall use the Data only as permitted by this Agreement. Each Party agrees to indemnify and hold harmless the other Party from third-party claims arising from its breach of this Agreement, gross negligence, or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

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

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. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Notices

Notices to Licensor:

Notices to Licensee:

Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder shall continue in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The Parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or license restrictions and that injunctive relief may be appropriate in such circumstances.

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