Research Data License Agreement

RESEARCH DATA LICENSE AGREEMENT

Parties and Effective Date

This Research Data License Agreement ("Agreement") is made as of Effective Date: between Licensor Name: and Licensee Name: .

WHEREAS

WHEREAS, Licensor owns or controls certain research data, datasets, and associated metadata (collectively, "Data") developed in the course of research activities and has the right to grant licenses for use of such Data; and

WHEREAS, Licensee seeks a limited license to use the Data for specified research purposes subject to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, limitations, confidentiality obligations, payment terms, and other provisions governing Licensee's access to and use of the Data.

1. Grant of License

1.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-transferable, non-sublicensable, [select one] license to access and use the Data solely for the Permitted Uses defined in Section 2. The parties may elect an exclusive license only by checking the Exclusive License box below and documenting additional consideration in Section 3.

Non-exclusive license    Exclusive license (check only if applicable and attach consideration)

2. Scope of Work and Permitted Uses

2.1 Restrictions. Licensee shall not use the Data for commercial purposes beyond the scope described above, shall not redistribute the Data to third parties except as expressly permitted in writing by Licensor, and shall not attempt to re-identify individuals or breach applicable privacy restrictions.

3. Payment Terms

3.1 Invoicing and Payment. Licensor shall invoice Licensee in accordance with the Payment Schedule. Payments not received within the period specified shall incur the Late Payment Fee compounded monthly on the outstanding balance. All fees and charges are exclusive of taxes, which shall be paid by Licensee.

4. Term and Termination

4.1 Term. The term of this Agreement commences on Start Date: and expires on End Date: , unless earlier terminated in accordance with this Section.

4.2 Effect of Termination. Upon expiration or termination, Licensee shall cease use of the Data and, at Licensor's election, either return or securely destroy all copies of the Data and certify such destruction in writing within thirty (30) days.

5. Confidentiality

5.1 Definition. For purposes of this Agreement, "Confidential Information" includes the Data, non-public technical or commercial information disclosed by Licensor marked or identified as confidential, and any analyses derived from the Data that contain or reveal confidential components.

5.2 Obligations. Licensee shall (a) restrict access to the Data to personnel with a need to know, (b) implement and maintain reasonable security measures consistent with industry practice, (c) notify Licensor without undue delay of any unauthorized access or disclosure, and (d) cooperate in mitigation efforts.

6. Representations, Warranties and Liability

6.1 Licensor represents that, to the best of its knowledge, it has the right to grant the license provided and that the Data are provided in the condition described in Section 2. Licensor MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.2 Limitation of Liability. Except for willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, or consequential damages. The aggregate liability of either party for claims arising from this Agreement shall not exceed the total fees paid by Licensee under this Agreement in the twelve (12) months preceding the claim.

7. Indemnification

Licensee shall indemnify, defend, and hold harmless Licensor from and against any third-party claims, liabilities, losses, or expenses (including reasonable attorneys' fees) resulting from Licensee's breach of this Agreement, misuse of the Data, or violation of applicable law in connection with its use of the Data.

8. Governing Law and Dispute Resolution

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. The parties agree to attempt in good faith to resolve disputes first through negotiation and, if unresolved, through binding arbitration in the chosen jurisdiction.

9. Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

10.1 Assignment. Licensee may not assign or transfer its rights under this Agreement without the prior written consent of Licensor. 10.2 Notices. Notices shall be in writing and delivered to the addresses set forth above. 10.3 Severability. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Acknowledgement

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound thereby.

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