Data License Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Data License Agreement

Data License Agreement

{{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 {{effective_date}} ("Effective Date") by and between:

{{licensor_company_name}}, a company registered 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 registered 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.”

1. RECITALS

WHEREAS, Licensor possesses certain proprietary data as described herein, which it desires to license to Licensee;

WHEREAS, Licensee desires to obtain a license to use such data in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

2. DEFINITIONS

2.1. "Data" refers to the specific datasets, information, and any associated materials provided by the Licensor to the Licensee, as more particularly described in Schedule A.

2.2. "Permitted Use" refers to the specific purposes and manners in which the Licensee is authorized to use the Data, as outlined in Section 3 of this Agreement.

2.3. “Confidential Information” means all non-public information, whether oral, written, or visual, disclosed by one Party to the other, which is designated as confidential or which, by its nature, would reasonably be understood to be confidential, including but not limited to trade secrets, business plans, financial information, customer lists, and technical data.

2.4. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

3. GRANT OF LICENSE

3.1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Data solely for the Permitted Use. The Permitted Use is defined as: {{permitted_use_description}}.

3.2. This license specifically excludes any right to sublicense, sell, distribute, or otherwise transfer the Data to any third party without the express prior written consent of the Licensor.

3.3. The Licensee shall not use the Data for any illegal, unethical, or unauthorized purpose, or in any manner that infringes on the intellectual property rights of any third party.

4. LICENSE FEE AND PAYMENT

4.1. In consideration for the license granted herein, Licensee shall pay Licensor a license fee of {{license_fee_currency}} {{license_fee_amount}} (the “License Fee”).

4.2. The License Fee shall be payable as follows: {{payment_terms}}.

4.3. All payments shall be made in {{currency}} to the bank account specified by the Licensor. Any taxes, duties, or charges imposed by governmental authorities shall be borne by the Licensee.

5. DATA DELIVERY AND FORMAT

5.1. The Licensor shall deliver the Data to the Licensee on or before {{delivery_date}}.

5.2. The Data shall be delivered in the following format: {{data_format}}.

5.3. The method of delivery shall be: {{delivery_method}}.

6. CONFIDENTIALITY

6.1. Both Parties agree to treat all Confidential Information received from the other Party with the utmost confidentiality and to use such information only for the purposes explicitly permitted by this Agreement.

6.2. Neither Party shall disclose, reproduce, or distribute any Confidential Information to any third party without the prior written consent of the disclosing Party.

6.3. These confidentiality obligations shall survive the termination or expiration of this Agreement for a period of {{confidentiality_term}} years.

7. INTELLECTUAL PROPERTY

7.1. All intellectual property rights in and to the Data remain solely with the Licensor.

7.2. This Agreement does not transfer any ownership rights of the Data to the Licensee. The Licensee acknowledges that it is only granted a limited license to use the Data as specifically set forth herein.

7.3. Licensee agrees not to challenge the validity of Licensor's intellectual property rights in the Data.

8. WARRANTIES AND DISCLAIMERS

8.1. Licensor warrants that it has the full right and authority to enter into this Agreement and to grant the license to the Data as provided herein.

8.2. THE DATA IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.3. Licensor does not warrant that the Data will be error-free or that its use will be uninterrupted. Licensee assumes all risk associated with the use of the Data.

9. LIMITATION OF LIABILITY

9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR 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) YOUR 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 YOUR TRANSMISSIONS OR CONTENT.

9.2. LICENSOR’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE DATA SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

10. TERM AND TERMINATION

10.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{agreement_term}} unless sooner terminated as provided herein.

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

10.3. Upon termination, Licensee shall immediately cease all use of the Data and, at Licensor’s option, return or destroy all copies of the Data and any Confidential Information, certifying such destruction in writing.

11. GOVERNING LAW AND DISPUTE RESOLUTION

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

11.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved through good faith negotiations between the Parties.

11.3. If the Parties are unable to resolve the dispute amicably, they agree to first attempt to settle the dispute through mediation administered by {{mediation_body}} under its then-current mediation rules. If mediation is unsuccessful, either Party may refer the dispute to arbitration in accordance with the rules of {{arbitration_body}}.

12. ENTIRE AGREEMENT

This Agreement, including any attached schedules and appendices, constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever, with respect to the subject matter hereof.

13. SIGNATURES

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

LICENSOR:

________________________ By: {{licensor_signatory_name}} Title: {{licensor_signatory_title}} Date: {{licensor_signature_date}}

LICENSEE:

________________________ By: {{licensee_signatory_name}} Title: {{licensee_signatory_title}} Date: {{licensee_signature_date}}

SCHEDULE A: DESCRIPTION OF THE DATA {{data_description}}