Free Legal Contract Data Sharing Agreement Template
Legal Contract Data
Sharing Agreement
This Data Sharing Agreement ("Agreement") is made and entered into as of [Date] by and between [Your Company Name], a corporation duly organized and existing under the laws of the State of [State], with its principal place of business located at [Your Company Address], hereinafter referred to as "Data Provider", and [Name], a limited liability company duly organized and existing under the laws of the State of [State], with its principal place of business located at [Address], hereinafter referred to as "Data Recipient".
WHEREAS, Data Provider possesses certain data that is valuable for analytical and research purposes, and Data Recipient is engaged in the business of health data analysis and research;
WHEREAS, Data Recipient desires to access certain data provided by Data Provider for the purpose of conducting health-related research, analysis, and development;
WHEREAS, Data Provider is willing to share such data with Data Recipient, subject to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Data Provider and Data Recipient (collectively, "the Parties") agree to share data as specified in this Agreement.
I. Purpose of Data Sharing
A. The primary purpose of this Data Sharing Agreement is to enable Data Recipient to access and use certain datasets provided by Data Provider for the purpose of conducting health-related research and analysis.
B. The shared data is intended to facilitate the development of insights and solutions that can contribute to advancements in health care services, policy making, and public health awareness.
II. Definition of Terms
A. "Data" refers to non-personally identifiable information related to health metrics and outcomes, including but not limited to patient age groups, disease incidence rates, and treatment efficacy, provided by Data Provider to Data Recipient.
B. "Confidential Information" includes any information, in any form or medium, that is disclosed by either party to the other party under this Agreement and is identified as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
C. "Personal Data" means any information relating to an identified or identifiable natural person where such identification can be made directly or indirectly through linkage with other data.
D. "De-identified Data" means data that has been processed to remove or obscure personal identifying information to ensure that individuals cannot be readily identified.
III. Description of Data to be Shared
A. The Data to be shared under this Agreement consists of de-identified health-related datasets that have been collected and aggregated by Data Provider. This includes statistical information on health outcomes, treatment effectiveness, and demographic trends.
B. The Data will be provided in digital format, specifically in CSV or Excel files, and will be transferred to Data Recipient via secure electronic transfer methods agreed upon by both parties.
C. Data Provider will share data with Data Recipient on a quarterly basis, with the first dataset to be transferred within 30 days following the execution of this Agreement.
IV. Data Use and Restrictions
A. Data Recipient agrees to use the Data exclusively for the purpose of health-related research and analysis as outlined in this Agreement. Any use of the Data beyond the scope defined herein requires prior written consent from Data Provider.
B. Data Recipient shall not attempt to re-identify any individuals from the De-identified Data provided. In the event re-identification occurs inadvertently, Data Recipient must immediately notify Data Provider and take all necessary steps to re-secure the data.
C. Data Recipient is prohibited from selling, leasing, or otherwise providing access to the Data to any third parties without the explicit written permission of Data Provider.
V. Data Sharing Procedures
A. Data Provider will transfer the Data to Data Recipient using a secure file transfer protocol (SFTP) server. Access to the SFTP server will be restricted to authorized personnel of Data Recipient and will require two-factor authentication.
B. Data transfers will occur on a scheduled quarterly basis. The specific dates for these transfers will be agreed upon by both parties and documented in an annex to this Agreement.
C. Upon each transfer, Data Provider will provide Data Recipient with a manifest listing the datasets being transferred, including file names, sizes, and a brief description of the contents.
VI. Data Security and Confidentiality
A. Both parties agree to implement and maintain reasonable and appropriate security measures to protect the Data against unauthorized access, disclosure, alteration, or destruction. These measures shall comply with applicable legal and regulatory standards.
B. Data Recipient agrees to limit access to the Data to those employees or agents who need access to perform their job functions related to the purposes of this Agreement. All individuals granted access must agree to comply with the confidentiality provisions of this Agreement.
C. In the event of any breach of data security, the party experiencing the breach must promptly notify the other party and take immediate steps to mitigate the effects of the breach. Both parties agree to cooperate fully with each other to investigate and resolve the breach.
D. Confidential Information received from the other party shall not be disclosed to any third parties except as permitted by this Agreement or required by law. In the case of legal compulsion, the party required to disclose Confidential Information shall give the other party reasonable advance notice to allow for the opportunity to challenge or limit the disclosure requirements.
VII. Compliance with Laws and Regulations
A. Both Data Provider and Data Recipient agree to comply with all applicable federal, state, and local laws and regulations regarding data protection and privacy, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA) and the General Data Protection Regulation (GDPR), in relation to the use, protection, and transfer of the Data.
B. Data Recipient shall ensure that the use of the Data under this Agreement does not violate any laws or regulations, taking all necessary measures to maintain compliance. This includes obtaining any required consents or authorizations for the use of the Data in the agreed-upon manner.
VIII. Data Quality and Integrity
A. Data Provider warrants that to the best of its knowledge, the Data provided under this Agreement is accurate and reliable. However, Data Provider does not guarantee the completeness or suitability of the Data for any specific purpose.
B. Data Recipient is responsible for verifying the accuracy, quality, and integrity of the Data upon receipt and before use. Should any inaccuracies or inconsistencies be discovered, Data Recipient must notify Data Provider within 30 days of data receipt for possible correction or clarification.
IX. Intellectual Property Rights
A. All intellectual property rights in the Data provided under this Agreement remain the property of Data Provider. Data Recipient is granted a non-exclusive, non-transferable license to use the Data solely for the purposes described in this Agreement.
B. Any new intellectual property developed as a result of the analysis, processing, or any other use of the Data by Data Recipient will be jointly owned by both Data Provider and Data Recipient, unless agreed otherwise in writing. The parties agree to negotiate in good faith the terms of any such joint ownership, considering the contributions of each party to the creation of the new intellectual property.
X. Liability and Indemnification
A. Data Recipient agrees to indemnify, defend, and hold harmless Data Provider and its officers, directors, employees, and agents from and against any claims, actions, demands, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from or in connection with Data Recipient's use of the Data, breach of this Agreement, or violation of any laws or regulations.
B. Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages.
XI. Term and Termination
A. This Agreement shall commence on the date it is signed by both parties and shall remain in effect for a period of 2 years, unless terminated earlier as provided herein.
B. Either party may terminate this Agreement upon 60 days written notice to the other party if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within the notice period.
C. Upon termination or expiration of this Agreement, Data Recipient shall cease all use of the Data and, at Data Provider's direction, either return or destroy all copies of the Data in its possession. A certificate of destruction or return shall be provided to Data Provider within 30 days of termination or expiration.
XII. Amendments and Modifications
A. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties.
B. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of a breach of any provision shall not constitute a waiver of any other breach or of such provision.
XIII. Dispute Resolution
A. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, the parties shall first attempt to resolve the dispute through mutual consultation and negotiation in good faith and a spirit of mutual cooperation.
B. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the dispute to binding arbitration under the rules of the American Arbitration Association. The arbitration shall take place in the State of [State], and the decision of the arbitrator(s) shall be final and binding upon the parties.
XIV. Notices
A. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and delivered by personal delivery, emailed, or sent by registered or certified mail (postage prepaid, return receipt requested) to the addresses specified below or to such other address as either party may specify in writing to the other party.
B. Notice shall be deemed given when received if personally delivered; when receipt is electronically confirmed, if transmitted by email; or three days after being sent by registered or certified mail.
XV. Miscellaneous Provisions
A. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both oral and written.
B. This Agreement may not be assigned by either party without the prior written consent of the other party, except to a successor in the event of a merger, acquisition, or other change of control.
C. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
Signatures
This Agreement has been executed by the parties as of the date first written above.
Data Provider
[Signature]
[Your Name]
[Title]
[Date]
Data Recipient
[Signature]
[Name]
[Title]
[Date]
