Project Data Agreement

PROJECT DATA AGREEMENT

This Project Data Agreement ("Agreement") is entered into as of by and between Data Provider: and Data Recipient: . Each of Data Provider and Data Recipient may be referred to herein as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Data Provider possesses certain data, metadata, and related information concerning the project identified as Project Name: (the "Project Data");

WHEREAS, Data Recipient requires access to the Project Data solely for the purposes of performing the tasks described in the Scope of Work below and for no other commercial use; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the provision, use, protection, and ownership of the Project Data.

SCOPE OF WORK

Data Recipient shall use the Project Data exclusively for the activities described above and in accordance with the restrictions set forth in this Agreement. Any use outside the defined Scope of Work requires prior written authorization from Data Provider.

PAYMENT TERMS

Any undisputed amount not paid within days of its due date shall accrue a late fee of per month on the outstanding balance, compounded monthly, in addition to any other remedies available at law or equity.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination or expiration, Data Recipient shall, at Data Provider's election, return or securely destroy all Project Data and certify in writing the completion of destruction within 30 days, except to the extent retention is required by applicable law, in which case Data Recipient shall identify the retained materials and continue to protect them as Confidential Information.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by Data Provider to Data Recipient, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Project Data. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully known to Data Recipient prior to disclosure; (c) is rightfully obtained from a third party without restriction and without breach of an obligation to Data Provider; or (d) is independently developed by Data Recipient without use of or reference to Confidential Information.

Data Recipient shall not disclose Confidential Information to any third party except to its personnel and contractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Data Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

DATA OWNERSHIP AND LICENSE

Data Provider retains all right, title and interest in and to the Project Data. Data Provider grants to Data Recipient a non-exclusive, non-transferable, revocable license to use the Project Data solely for the limited purpose set forth in the Scope of Work for the Term of this Agreement. No rights are granted to Data Recipient by implication, estoppel, or otherwise, except as expressly set forth in this Agreement.

DATA SECURITY AND BREACH NOTIFICATION

Data Recipient shall implement and maintain appropriate administrative, physical and technical safeguards to protect the Project Data against unauthorized access, disclosure, alteration or destruction. These safeguards shall be at least those that Data Recipient uses to protect its own confidential information of similar nature.

In the event of any actual or suspected unauthorized access to or acquisition of Project Data, Data Recipient shall notify Data Provider promptly and without undue delay, and shall cooperate with Data Provider in investigating and remediating the incident.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Data Provider represents that to its knowledge it has the right to disclose the Project Data and grant the license herein.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROJECT DATA IS PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY DATA RECIPIENT TO DATA PROVIDER 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 conflict of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement.

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 to this Agreement must be in writing and signed by duly authorized representatives of both Parties.

Sign Now