Data License Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

DATA LICENSE AGREEMENT

This Data License Agreement (the “Agreement”) is made and entered into as of this {{day}} day of {{month}}, {{year}} (the “Effective Date”), by and between:

{{Licensor_Company_Name}}, a company duly incorporated under the laws of {{Licensor_Jurisdiction}}, with its principal place of business at {{Licensor_Address}} (hereinafter referred to as “Licensor”); and

{{Licensee_Company_Name}}, a company duly incorporated under the laws of {{Licensee_Jurisdiction}}, with its principal place of business at {{Licensee_Address}} (hereinafter referred to as “Licensee”).

Licensor and Licensee are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, Licensor owns certain proprietary data as described in Schedule A (the “Data”);

WHEREAS, Licensee desires to obtain a license to use the Data for its business purposes; and

WHEREAS, Licensor is willing to grant such a license to Licensee, subject to the terms and conditions set forth herein.

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. GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to access and use the Data solely for the following permitted purposes: {{permitted_purposes}} (the “Permitted Purposes”).

1.2. Licensee shall not use the Data for any purpose other than the Permitted Purposes without the prior written consent of Licensor.

1.3. This license does not grant Licensee any ownership interest in the Data. All right, title, and interest in and to the Data shall remain with Licensor.

2. DATA DELIVERY AND FORMAT

2.1. Licensor shall deliver the Data to Licensee in the format specified in Schedule B, within {{number_of_days}} days of the Effective Date.

2.2. Licensee acknowledges that the Data is provided “as is” and Licensor makes no warranties regarding the accuracy, completeness, or fitness for a particular purpose of the Data.

3. FEES AND PAYMENT

3.1. In consideration for the license granted herein, Licensee shall pay Licensor a license fee of {{currency}}{{amount}} (the “License Fee”), payable in accordance with the payment schedule set forth in Schedule C.

3.2. All payments shall be made in {{currency}} and are non-refundable.

4. CONFIDENTIALITY

4.1. Licensee acknowledges that the Data constitutes confidential and proprietary information of Licensor. Licensee shall maintain the confidentiality of the Data and shall not disclose it to any third party without Licensor’s prior written consent, except as required by law.

4.2. Licensee shall take all reasonable steps to protect the Data from unauthorized access, use, or disclosure.

5. TERM AND TERMINATION

5.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{term_length}} unless terminated earlier in accordance with the provisions of this Agreement.

5.2. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within {{cure_period}} days after receiving written notice thereof.

5.3. Upon termination of this Agreement, Licensee shall immediately cease all use of the Data and shall, at Licensor’s option, return or destroy all copies of the Data in its possession or control.

6. LIMITATION OF LIABILITY

6.1. To the maximum extent permitted by law, Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) Licensee’s access to or use of or inability to access or use the Data; (b) any conduct or content of any third party on the Data; or (c) unauthorized access, use or alteration of Licensee’s transmissions or content.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

7.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

8. ENTIRE AGREEMENT

This Agreement, including any attached schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Data License Agreement as of the Effective Date first written above.

LICENSOR:

{{Licensor_Company_Name}}

By: ___________________________

Name: {{Licensor_Signatory_Name}}

Title: {{Licensor_Signatory_Title}}

LICENSEE:

{{Licensee_Company_Name}}

By: ___________________________

Name: {{Licensee_Signatory_Name}}

Title: {{Licensee_Signatory_Title}}