Research Datasets for Machine Learning

Research Datasets for Machine Learning Agreement

This Research Datasets for Machine Learning Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Provider possesses certain datasets and associated metadata compiled for the purpose of research, development and evaluation of machine learning models and is willing to provide access to such datasets under the terms set forth in this Agreement; and

WHEREAS, Recipient is a research entity engaged in machine learning research and requires access to Provider datasets to conduct research experiments, subject to contractual restrictions designed to protect confidentiality, privacy, and Provider proprietary interests; and

WHEREAS, the parties desire to set forth the terms governing the description, delivery, permitted uses, security, payment and termination with respect to the datasets supplied by Provider to Recipient.

1. Scope of Work

Provider shall make available the datasets described below and Recipient shall use the datasets exclusively for research and development of machine learning models in accordance with the limitations and obligations in this Agreement.

2. Dataset Description and Access

Contains personal or identifiable information: Yes

3. License and Permitted Use

Provider grants Recipient a non-exclusive, non-transferable, limited license to use the provided datasets solely for the research activities described in Section 1. Recipient may use the datasets to train, validate and evaluate machine learning models and to publish research results so long as such publications do not disclose Provider confidential information or individual-level personal data in identifiable form.

Prohibited uses include: (a) resale, sublicensing, or commercial exploitation of raw dataset copies; (b) re-identification of individuals where data contains personal information; and (c) distribution of the dataset to third parties except as expressly authorized in writing by Provider.

4. Data Protection, Security and Privacy

Recipient shall implement and maintain appropriate technical and organizational measures to protect the datasets from unauthorized access, disclosure, alteration or destruction, consistent with industry standards and the sensitivity of the data. Recipient shall restrict access to the dataset to personnel with a documented need to know and who are subject to confidentiality obligations at least as protective as this Agreement.

In the event of any actual or reasonably suspected security breach affecting the datasets, Recipient shall notify Provider without undue delay and cooperate in any remediation, notification and investigation consistent with applicable law.

5. Payment Terms

Late payment shall incur interest at on overdue amounts, and Recipient shall be responsible for reasonable costs of collection.

6. Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of breach.

7. Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Recipient shall not use Confidential Information except as permitted under this Agreement and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of five (5) years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

8. Representations, Warranties and Disclaimers

Each party represents that it has the right and authority to enter into this Agreement. Provider represents that, to the best of its knowledge, the datasets provided to Recipient do not infringe third-party intellectual property rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DATASETS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification and Limitation of Liability

Recipient shall indemnify, defend and hold Provider harmless from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from Recipient's breach of this Agreement, misuse of the datasets, or acts of gross negligence or willful misconduct. Except for breaches of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, or punitive damages.

10. Governing Law

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

11. 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.

12. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an acquirer of substantially all of its assets or equity.

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