[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-data-license-agreement-D13952":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"DATA LICENSE AGREEMENT This Data License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [LICENSOR NAME] (the \"Licensor\"), an individual/entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of business located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual/entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of business located at: [COMPLETE ADDRESS] WHEREAS, the Licensor owns and controls certain data as described in Schedule A (the \"Data\"), and WHEREAS, the Licensee desires to obtain, and the Licensor agrees to grant, a license to use the Data under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows: GRANT OF LICENSE License Grant: The Licensor hereby grants to the Licensee an [exclusive/non-exclusive], [worldwide/territorial], royalty-bearing license to access, use, reproduce, modify, and distribute the Data, solely for the following purposes: [DESCRIBE PURPOSES, e.g., internal business purposes, research, commercial use]. Sublicensing: The Licensee [may/may not] sublicense the rights granted under this Agreement to third parties without the prior written consent of the Licensor. TERM AND TERMINATION 2.1 Term: This Agreement shall commence on [START DATE] and continue for a period of [NUMBER OF YEARS/MONTHS] years/months, unless terminated earlier in accordance with the terms of this Agreement. 2.2 Termination for Cause: Either Party may terminate this Agreement immediately if the other Party breaches any material obligation under this Agreement and fails to cure such breach within [NUMBER OF DAYS] days of receiving written notice of the breach. 2.3 Effect of Termination: Upon termination of this Agreement, the Licensee shall cease all use of the Data and shall promptly return or destroy any copies of the Data in its possession, except as otherwise agreed in writing by the Licensor. Any sublicenses granted by the Licensee prior to termination shall survive termination, subject to the terms of this Agreement. FEES AND PAYMENT 3.1 License Fee: The Licensee agrees to pay the Licensor a one-time license fee of [AMOUNT] upon execution of this Agreement. 3.2 Royalties: In addition to the license fee, the Licensee agrees to pay the Licensor a royalty of [PERCENTAGE]% of gross revenue generated from the Licensee's use of the Data. Royalties shall be payable on a [monthly/quarterly] basis, with payments due within [NUMBER OF DAYS] days following the end of each period. 3.3 Audit Rights: The Licensor shall have the right to audit the Licensee's records to ensure the accuracy of royalty payments. The Licensee agrees to provide reasonable access to its financial records for such audit purposes upon [NUMBER OF DAYS] days' written notice. INTELLECTUAL PROPERTY RIGHTS 4.1 Ownership of Data: The Licensor retains all right, title, and interest in and to the Data, including all intellectual property rights. This Agreement does not transfer ownership of the Data to the Licensee. 4.2 Data Modifications: The Licensee may modify the Data only to the extent necessary to perform the licensed activities. The Licensee shall notify the Licensor of any material modifications to the Data. The Licensor retains the right to review and approve any modifications to the Data prior to its use or distribution. WARRANTIES AND REPRESENTATIONS 5.1 Licensor's Warranty: The Licensor represents and warrants that it has the full legal right to grant the license herein and that the Data provided does not infringe any intellectual property rights of third parties. The Licensor agrees to indemnify and hold the Licensee harmless from any claims arising from third-party rights related to the Data. 5",null,"Data License Agreement","6",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/data-license-agreement-D13952.png","https://templates.business-in-a-box.com/imgs/250px/13952.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13952.xml",{"title":15,"description":6},"data license agreement",[17,20],{"label":18,"url":19},"Finance & Accounting","/templates/finance-accounting/",{"label":21,"url":22},"Shareholders & Investors","/templates/shareholders-investors/","Data License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13952.png","https://templates.business-in-a-box.com/imgs/600px/13952.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[39,43,47,51,55,59,63,67,71,75,79,83,87,103,115,129,145,158],{"label":40,"url":41,"thumb":42,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":44,"url":45,"thumb":46,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":48,"url":49,"thumb":50,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":52,"url":53,"thumb":54,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":56,"url":57,"thumb":58,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":60,"url":61,"thumb":62,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":64,"url":65,"thumb":66,"extension":10},"Video License Agreement","/template/video-license-agreement-D12743","https://templates.business-in-a-box.com/imgs/250px/12743.png",{"label":68,"url":69,"thumb":70,"extension":10},"License Agreement NonTransferable and Non Exclusive License","/template/license-agreement-nontransferable-and-non-exclusive-license-D1022","https://templates.business-in-a-box.com/imgs/250px/1022.png",{"label":72,"url":73,"thumb":74,"extension":10},"End User License Agreement","/template/end-user-license-agreement-D13011","https://templates.business-in-a-box.com/imgs/250px/13011.png",{"label":76,"url":77,"thumb":78,"extension":10},"Intellectual Property License Agreement","/template/intellectual-property-license-agreement-D13718","https://templates.business-in-a-box.com/imgs/250px/13718.png",{"label":80,"url":81,"thumb":82,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.png",{"label":84,"url":85,"thumb":86,"extension":10},"License Agreement Short Form","/template/license-agreement-short-form-D1027","https://templates.business-in-a-box.com/imgs/250px/1027.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":9,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":102},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":95,"description":6},"non disclosure agreement nda",[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":100,"url":101},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":104,"descriptionCustom":6,"label":105,"pages":8,"size":9,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":114},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":110,"description":6},"service agreement",[112,113],{"label":33,"url":98},{"label":33,"url":98},"/template/service-agreement-D12711",{"description":116,"descriptionCustom":6,"label":117,"pages":8,"size":118,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":123,"keywords":127,"url":128},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[124],{"label":125,"url":126},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":9,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":144},"SUBSCRIPTION AGREEMENT This Stock Subscription Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [INSERT COMPANY NAME], a [INSERT STATE OF INCORPORATION], corporation [the \"COMPANY\"]. AND: The undersigned a [INSERT STATE OF INCORPORATION], corporation [the \"INVESTOR\"]. SUBSCRIPTION. Subject to the terms and conditions hereof, the Investor hereby subscribes to purchase that number of shares of common stock, par value [$____] per share, of the Company (the \"Common Stock\") set forth on the signature page of this Agreement at a purchase price of $____ per share (\"Purchase Price\"). Payment for the Common Stock shall be made in cash or by certified bank or cashier's check payable in immediately available funds in the amount of the Purchase Price made payable to the order of the Company and such payment shall be delivered on or prior to the execution and delivery of this Agreement. TERMS OF SUBSCRIPTION The Investor acknowledges and agrees that this Agreement is made subject to the following terms and conditions: The Investor hereby intends that his signature hereon shall constitute a subscription to the Company for the number of shares of Common Stock specified on the signature page of this Agreement. This subscription for the purchase of Common Stock is subject to acceptance by the Company and does not, prior to acceptance, bind the Company to sell the shares of Common Stock to the Investor. The Company shall have the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion for any reason. This subscription is and shall be irrevocable unless and until (i) this subscription is for any reason rejected, or (ii) this Agreement is terminated. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF INVESTOR The Investor hereby represents, warrants, and covenants to the Company that: The Investor acknowledges that the Investor has been advised and understands that the Common Stock to be acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), or registered or qualified under the securities laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such laws. Accordingly, the Investor understands that the Investor may not sell, pledge, hypothecate, dispose of, or otherwise transfer (a \"Transfer\") the Common Stock unless such shares are subsequently registered and qualified under such laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Investor further understands that (i) the Stockholders' Agreement, dated ____, 20___, by and among the Company and the shareholders identified therein (the \"Stockholders s Agreement\") contains certain restrictions on any Transfer of the Common Stock, and (ii) any Transfer that is permitted under the Stockholders Agreement must satisfy certain legal, procedural and other requirements. The Investor is the sole and true party in interest, and is acquiring the Common Stock solely for his or her own account, not as a nominee, agent, or representative for any person, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act. By executing this Agreement, the Investor further represents that he or she does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Common Stock in a manner contrary to the Securities Act or the securities laws of any other applicable jurisdictions, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Common Stock to such person. The Investor does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Common Stock, except in compliance with the terms of this Agreement, the Stockholders Agreement, and the securities laws of all applicable jurisdictions. The Investor understands and acknowledges that only the Company can register the Common Stock under applicable securities laws; the Company does not intend to register the Common Stock under the Securities Act or the securities laws of any other jurisdiction; no public market for the Common Stock is expected to develop; and, as a result, an investment in the Common Stock may not be liquid and the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that the Investor has adequate means of providing for the Investor's current needs and possible personal contingencies; the Investor can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; and the Investor has no need for liquidity in the Investor's investment in the Common Stock. The Investor has the net worth sufficient to bear the risks of and to sustain a complete loss of the Investor's entire investment in the Company. The Investor hereby agrees that it will not, directly or indirectly, offer to Transfer or to Transfer any shares of Common Stock (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any shares of Common Stock), except in compliance with this Agreement and the Securities Act, the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder. The Investor recognizes that in the future the Company may not satisfy the requirements which would permit the undersigned to sell the Common Stock pursuant to Rule 144 promulgated under the Securities Act. The Investor further acknowledges that it has, alone or together with its purchaser representative (\"Purchaser Representative\"), sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock. The Investor recognizes that an investment in the Common Stock and in the Company involves certain risks, and the Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Common Stock [including, without limitation, those risk factors set forth in Attachment A to this Agreement, which Attachment A is incorporated herein by reference]. The Investor is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Common Stock. The Investor represents and confirms that the address set forth on the signature page is the Investor's true and correct residence, and that the Investor has no present intention of becoming a resident of any other state or jurisdiction. The social security number set forth on the signature page hereof is the Investor's true and correct social security number. The Investor confirms that prior to the sale of the Common Stock to the Investor pursuant to this Agreement, the Investor and the Investor's Purchaser Representative, if any: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Common Stock pursuant to this Agreement; (ii) has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the sale of the Common Stock by the Company; and (iii) has been given the opportunity to obtain any additional information which the Investor or the Investor's Purchaser Representative, if any, deems necessary to verify the accuracy of the information supplied to them","Subscription Agreement","9","https://templates.business-in-a-box.com/imgs/1000px/subscription-agreement-D12537.png","https://templates.business-in-a-box.com/imgs/250px/12537.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12537.xml",{"title":137,"description":6},"subscription agreement",[139,141],{"label":18,"url":140},"finance-accounting",{"label":142,"url":143},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",{"description":146,"descriptionCustom":6,"label":147,"pages":8,"size":9,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":153,"keywords":156,"url":157},"Terms and Conditions Welcome to [COMPANY NAME]. Thanks for using our products and services (\"Services\"). The Services are provided by [COMPANY NAME] (\"COMPANY NAME\"), located at [ADRESSE, CITY, STATE, COUNTRY] By using our Services, you are agreeing to these terms. Please read these Terms and Conditions (\"Terms\", \"Terms and Conditions\") carefully before using the http://www.[YOURWEBSITE].com website and the mobile application (the \"Service\") operated by [COMPANY NAME] (\"us\", \"we\", or \"our\"). Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services. Terminology The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer notice, and any or all Agreements: \"Client\", \"You\" and \"Your\" refer to you, the person accessing this website and accepting the Company's terms and conditions. \"The Company\", \"Ourselves\", \"We\" and \"Us\" refer to our Company. \"Party\", \"Parties\" or \"Us\" refers to both the Customer and ourselves, or either the Customer or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether through formal meetings of a fixed duration, or by any other means, with the express purpose of meeting the Client's needs in terms of providing the Company's declared services / products, in accordance with and subject to applicable US laws. Any use of the above terminology or other words in the singular, plural, capital letters and/or plural, and/or these terms, is considered interchangeable and therefore a reference to them. Using our Services You must follow any policies made available to you within the Services. Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct. Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don't remove, obscure, or alter any legal notices displayed in or along with our Services. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications. Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws. Privacy Statement We are committed to protecting your privacy. [COMPANY NAME]'s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that [COMPANY NAME] can use such data in accordance with our privacy policies. Only authorized employees within the company who, in the course of their duties, can access and use information collected from individual customers. We are constantly reviewing our systems and data to ensure the best possible service to our customers. Government authorities have created specific offences for unauthorized actions against computer systems and data. We will investigate such actions with a view to bringing legal action and/or civil action for damages against those responsible. Purchases If you wish to purchase any product or service made available through the Service (\"Purchase\"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your [SPECIFY]. Subscriptions Some parts of the Service are billed on a subscription basis (\"Subscription(s)\"). You will be billed in advance on a recurring [SPECIFY]. Software in our Services When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings. [COMPANY NAME] gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by [COMPANY NAME] as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by [COMPANY NAME], in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. Disclaimer Exclusions and Limitations The information contained on this website is provided on an \" as is \" basis. To the fullest extent permitted by law, this company: excludes all representations and warranties with respect to this website and its content or that are or may be provided by affiliates or any other third party, including with respect to any inaccuracy or omission in this website and/or the Company's documentation; and excludes any liability for damages arising out of or in connection with your use of this website. [COMPANY NAME], and [COMPANY NAME]'s suppliers and distributors, will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, punitive damages or damage caused to your computer, computer software, systems and programs and data relating thereto or any other direct or indirect, consequential or incidental damages. Liability for our Services To the extent permitted by law, the total liability of [COMPANY NAME], and its suppliers and distributors, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Services. In all cases, [COMPANY NAME], and its suppliers and distributors, will not be liable for any loss or damage that is not reasonably foreseeable. However, this company does not exclude liability for death or personal injury caused by its negligence. The above exclusions and limitations apply only to the extent permitted by law. We recognize that in some countries, you might have legal rights as a consumer. None of your legal rights as a consumer are affected waived by contract. Business uses of our Services If you are using our Services on behalf of a business, that business accepts these terms","Terms And Conditions","https://templates.business-in-a-box.com/imgs/1000px/terms-and-conditions-D12667.png","https://templates.business-in-a-box.com/imgs/250px/12667.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12667.xml",{"title":152,"description":6},"terms and conditions",[154,155],{"label":33,"url":98},{"label":33,"url":98},"terms conditions","/template/terms-and-conditions-D12667",{"description":159,"descriptionCustom":6,"label":160,"pages":90,"size":9,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":165,"url":173},"DATA PRIVACY POLICY INTRODUCTION [COMPANY NAME] is committed to protecting the privacy and confidentiality of personal data collected or processed during its business operations. This Data Privacy Policy outlines the principles and practices that govern the collection, use, and disclosure of personal data by the Company. SCOPE This Policy applies to all employees, contractors, vendors, and third parties who collect, use, or process personal data on behalf of the Company. It also applies to all personal data collected from customers, clients, partners, and other individuals. PERSONAL INFORMATION COLLECTION We may collect personal information, such as name, address, email, phone number, and job title, from customers, employees, and stakeholders. We collect personal information through various channels, such as our website, email, phone, and in-person interactions. We may also collect personal information from third-party sources, such as service providers and business partners. USE OF PERSONAL INFORMATION The Company will only use personal data for the purposes for which it was collected or as otherwise permitted by applicable laws and regulations. Personal data may be used for, but not limited to, the following purposes: Providing products or services requested by individuals; Communicating with individuals about products, services, or other business-related matters; Conducting market research, analytics, and improving business operations; Managing and administering employee or contractor relationships; Complying with legal or regulatory requirements; Protecting the rights and interests of the Company or its customers. DISCLOSURE The Company may share personal data with third parties for legitimate business purposes, including but not limited to, service providers, vendors, contractors, and business partners. Personal data may also be disclosed to comply with legal or regulatory requirements, or in response to lawful requests from public authorities. The Company will take appropriate measures to ensure that third parties receiving personal data are bound by confidentiality obligations and provide adequate protection to the personal data. DATA RETENTION","Data Privacy Policy","https://templates.business-in-a-box.com/imgs/1000px/data-privacy-policy-D13465.png","https://templates.business-in-a-box.com/imgs/250px/13465.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13465.xml",{"title":165,"description":6},"data privacy policy",[167,170],{"label":168,"url":169},"Human Resources","human-resources",{"label":171,"url":172},"Company Policies","company-policies","/template/data-privacy-policy-D13465",false,{"seo":176,"reviewer":187,"quick_facts":191,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":454,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":511,"classification":512},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Data License Agreement Template (Free Word)","Free data license agreement template for licensing datasets, databases, and data products. Covers permitted use, restrictions, IP ownership, and liability. Free Word and PDF download.","data license agreement template",[15,181,182,183,184,185,186],"data licensing agreement template","database license agreement","data use agreement template","data license agreement word","data license agreement free download","data licensing contract template",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":192,"legal_review_recommended":193,"signature_required":193},"advanced",true,{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Data License Agreement is a legally binding contract between a data licensor and a data licensee that defines the terms under which a dataset, database, or data product may be accessed, used, and redistributed. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF — covering permitted use, restrictions, IP ownership, confidentiality, fees, and liability in a single document.\n","Use it whenever you share, sell, or receive access to proprietary data — including market research datasets, aggregated analytics, location data, financial feeds, or any structured database with commercial value. It is equally necessary for data providers protecting their IP and for data consumers needing clear documentation of what they are permitted to do.\n","Definitions of licensed data and permitted use, grant of license with scope and restrictions, IP ownership and attribution requirements, confidentiality and data security obligations, fees and payment terms, representations and warranties, limitation of liability, term and termination, and governing law.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Data vendors and providers","Licensing proprietary datasets to business customers with usage restrictions","persona-data-vendor",{"title":204,"use_case":205,"icon_asset_id":206},"SaaS and analytics companies","Governing third-party access to enriched or aggregated data feeds","persona-saas-founder",{"title":208,"use_case":209,"icon_asset_id":210},"Research institutions and universities","Sharing research datasets with commercial partners under defined terms","persona-researcher",{"title":212,"use_case":213,"icon_asset_id":214},"Financial services firms","Receiving licensed market data, credit data, or alternative data from providers","persona-fintech",{"title":216,"use_case":217,"icon_asset_id":218},"Marketing and adtech companies","Licensing audience segments or behavioral data for targeted campaigns","persona-marketing-agency",{"title":220,"use_case":221,"icon_asset_id":222},"Enterprise procurement teams","Formalizing data supply agreements with multiple external data sources","persona-operations-director",[224,228,232,236,239,243,246],{"situation":225,"recommended_template":226,"slug":227},"Two parties jointly contributing and sharing data with each other","Mutual Data Sharing Agreement","data-sharing-agreement-D13514",{"situation":229,"recommended_template":230,"slug":231},"Sharing personal or health data under regulatory obligation","Data Processing Agreement","data-processing-agreement-D13954",{"situation":233,"recommended_template":234,"slug":235},"Granting a one-time transfer of data with no ongoing license","Data Transfer Agreement","agreement-of-transfer-D935",{"situation":237,"recommended_template":44,"slug":238},"Licensing an API that delivers data in real time","api-license-agreement-D12726",{"situation":240,"recommended_template":241,"slug":242},"Protecting confidential data before negotiations begin","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":244,"recommended_template":60,"slug":245},"Licensing software alongside an embedded dataset","software-license-agreement-D12928",{"situation":247,"recommended_template":248,"slug":249},"Providing data as part of a broader SaaS subscription","SaaS Subscription Agreement","subscription-agreement-D12537",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Licensed Data","The specific dataset, database, or data product that the licensor authorizes the licensee to access and use under the terms of the agreement.",{"term":255,"definition":256},"Permitted Use","The expressly authorized purposes for which the licensee may use the licensed data — any use outside this scope is prohibited.",{"term":258,"definition":259},"Sublicense","A right granted by the licensee to a third party to use the licensed data — typically restricted or prohibited without the licensor's prior written consent.",{"term":261,"definition":262},"Derivative Work","A new dataset, model, report, or product created by processing, combining, or transforming the licensed data — ownership of derivative works is a critical negotiation point.",{"term":264,"definition":265},"Data Controller","Under GDPR and similar privacy laws, the party that determines the purposes and means of processing personal data — relevant when licensed data includes personal information.",{"term":267,"definition":268},"Anonymization","The irreversible process of removing or altering identifying information so that individuals cannot be re-identified — often a condition for exemption from privacy regulations.",{"term":270,"definition":271},"Audit Rights","A contractual right allowing the licensor to inspect the licensee's systems or records to verify compliance with usage restrictions and fee calculations.",{"term":273,"definition":274},"Attribution","A requirement that the licensee credit the licensor as the data source in reports, publications, or products derived from the licensed data.",{"term":276,"definition":277},"Residual Data","Information retained in the unaided memory of employees who have been exposed to licensed data — most agreements cannot practically prohibit its use, but many restrict its deliberate recording.",{"term":279,"definition":280},"Field of Use","A defined industry, geography, or application area within which the licensee is permitted to use the data — restrictions by field of use allow licensors to license the same dataset to multiple non-competing parties.",{"term":282,"definition":283},"Data Escrow","An arrangement where a copy of the licensed dataset is held by a neutral third party, to be released to the licensee if the licensor ceases to maintain or deliver the data.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Definitions","Establishes precise meanings for key terms used throughout the agreement — Licensed Data, Permitted Use, Authorized Users, Derivative Works, and Confidential Information — so no party can later claim ambiguity.","'Licensed Data' means the dataset(s) described in Schedule A, as updated by [LICENSOR NAME] from time to time. 'Permitted Use' means use of the Licensed Data solely for [DESCRIBE PURPOSE] by Authorized Users within [FIELD OF USE / GEOGRAPHY].","Defining 'Licensed Data' by reference to a URL or live feed without versioning. If the licensor modifies the dataset, the licensee has no record of what they originally licensed or paid for.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Grant of License","Specifies whether the license is exclusive or non-exclusive, the scope of authorized use, which users may access the data, and what the licensee may not do — including restrictions on sublicensing, redistribution, and resale.","Licensor grants Licensee a [non-exclusive / exclusive], non-transferable, revocable license to access and use the Licensed Data solely for the Permitted Use. Licensee may not sublicense, sell, redistribute, or make the Licensed Data available to any third party without Licensor's prior written consent.","Granting a 'non-exclusive' license without clarifying whether the licensor can license the same dataset to the licensee's direct competitors — leaving the licensee exposed to competitive harm with no contractual remedy.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Permitted Use and Restrictions","Enumerates exactly what the licensee can and cannot do with the data — permitted analytical uses, prohibited commercial resale, restrictions on training AI or machine learning models, and limits on combining the data with other sources.","Licensee may use the Licensed Data for internal business analytics and reporting only. Licensee shall not: (a) use the Licensed Data to train machine learning or AI models; (b) combine the Licensed Data with personal data of Licensee's customers; or (c) publish or publicly display the Licensed Data in identifiable form.","Omitting an explicit restriction on using the data to train AI or ML models. Without it, the licensee can legally build a competing product trained on the licensor's proprietary data.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Intellectual Property Ownership","Confirms that the licensor retains all ownership rights in the licensed data and any underlying databases, and addresses who owns derivative works created by the licensee.","All right, title, and interest in the Licensed Data, including all intellectual property rights, remain exclusively with Licensor. Licensee acquires no ownership rights by virtue of this Agreement. Derivative Works created by Licensee from the Licensed Data shall be owned by Licensee, provided they do not incorporate the Licensed Data in identifiable form.","Failing to address derivative works ownership entirely. Courts will then apply default IP rules — which vary by jurisdiction — often awarding ownership to the party that created the derivative, not the original data owner.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Confidentiality and Data Security","Obligates the licensee to treat the licensed data as confidential, restricts disclosure to authorized personnel, and requires specific technical and organizational security measures proportionate to the sensitivity of the data.","Licensee shall maintain the Licensed Data in strict confidence and shall not disclose it to any party other than Authorized Users with a need to know. Licensee shall implement and maintain security measures at least equivalent to [ISO 27001 / SOC 2 Type II / industry-standard encryption at rest and in transit].","Referencing vague 'reasonable security measures' without specifying a standard. If a breach occurs, 'reasonable' is litigated — a named standard sets a clear benchmark and reduces the licensor's exposure.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Fees, Payment, and Audit Rights","Sets out the license fee structure — one-time, recurring, or usage-based — payment timing, late-payment interest, and the licensor's right to audit the licensee's usage to verify fee calculations and compliance.","Licensee shall pay Licensor a license fee of $[AMOUNT] per [year / quarter], due within [30] days of invoice. Licensor may, on [30] days' written notice, audit Licensee's use of the Licensed Data no more than once per calendar year. Underpayments revealed by audit shall be due within [15] days with interest at [1.5]% per month.","Setting a flat annual fee with no mechanism to adjust if usage scales significantly. Licensors end up subsidizing a high-volume user at a rate negotiated for modest use.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Representations and Warranties","States what each party promises to be true — the licensor warrants it has the right to license the data and that the data does not violate third-party rights; the licensee warrants it will use the data only as permitted.","Licensor represents and warrants that: (a) it has full authority to grant the rights in this Agreement; (b) the Licensed Data does not infringe any third-party intellectual property rights; and (c) to the best of Licensor's knowledge, the Licensed Data does not include personal data of EU data subjects without appropriate legal basis. EXCEPT AS EXPRESSLY STATED, THE LICENSED DATA IS PROVIDED 'AS IS.'","The licensor warranting data accuracy or completeness without qualification. Data is inherently imperfect — an unqualified accuracy warranty creates strict liability for downstream decisions the licensee makes based on the data.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Limitation of Liability and Indemnification","Caps each party's total liability under the agreement — typically at fees paid in the prior 12 months — and allocates responsibility for third-party claims arising from IP infringement, privacy violations, or misuse of the licensed data.","In no event shall either party's aggregate liability exceed the fees paid by Licensee in the [12] months preceding the claim. Each party shall indemnify the other against third-party claims arising from its own breach of this Agreement, including any claim that the Licensed Data infringes a third party's intellectual property rights.","Applying the liability cap symmetrically when the licensor's IP infringement exposure is far larger than the licensee's. Consider carving out IP indemnification from the cap on the licensor's side.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Term, Termination, and Data Return","Defines the agreement's initial term, renewal mechanics, each party's termination rights (for cause and — optionally — for convenience), and what happens to the data after termination, including deletion certification obligations.","This Agreement commences on [START DATE] and continues for [1] year, renewing automatically for successive [1]-year terms unless either party gives [60] days' prior written notice. Upon termination, Licensee shall, within [30] days, destroy or return all copies of the Licensed Data and certify destruction in writing.","Auto-renewal without a notice window that works in practice. A 60-day notice window in a license that auto-renews annually means the licensee must decide whether to cancel before they have experienced even half the license year.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose law governs the agreement and how disputes are resolved — litigation, arbitration, or mediation — including venue and language of proceedings.","This Agreement is governed by the laws of [STATE / COUNTRY], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / ICC / LCIA] in [CITY], conducted in [LANGUAGE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing governing law based on where the licensor is incorporated without considering where enforcement will actually occur. A New York governing-law clause in an agreement with a European licensee may require expensive cross-border enforcement proceedings.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify the parties and describe the licensed data","Enter the full legal names of the licensor and licensee, and attach a Schedule A describing the dataset precisely — format, volume, update frequency, delivery method, and any version or snapshot date.","A vague description like 'company data' creates disputes. Reference the specific dataset name, file format (e.g., CSV, API feed, SQL database), and the date range of records covered.",{"step":342,"title":343,"description":344,"tip":345},2,"Define the permitted use and field of use","Write out specifically what the licensee may do with the data — internal analytics, resale to end users, training statistical models — and explicitly list prohibited uses. Include any geographic or industry-sector restrictions.","If you are unsure whether a use case should be permitted, prohibit it explicitly and address it in a separate addendum with its own fee. Ambiguous permissions create licensing disputes.",{"step":347,"title":348,"description":349,"tip":350},3,"Choose the license type and exclusivity","Decide whether the license is exclusive (only this licensee may use the data in this field of use) or non-exclusive (the licensor can license the same data to others). Price and duration should reflect the exclusivity decision.","Exclusive licenses in a narrow field of use command a significant premium — typically 3–5× the non-exclusive fee — and should include minimum revenue or usage commitments from the licensee.",{"step":352,"title":353,"description":354,"tip":355},4,"Set the fee structure and audit mechanism","Enter the license fee amount, payment frequency, and whether fees are flat, tiered, or usage-based. Include the audit-rights clause with a specified notice period and frequency cap.","For usage-based fees, require the licensee to provide a monthly usage report. Self-reported usage without an audit right is practically unenforceable.",{"step":357,"title":358,"description":359,"tip":360},5,"Address IP ownership of derivative works","Decide whether derivative works — reports, models, or products built using the licensed data — belong to the licensee, the licensor, or are jointly owned. Document this clearly in the IP clause.","If the licensee will build AI or ML models using the data, address model ownership explicitly. Courts in most jurisdictions have not yet settled whether training a model on licensed data creates a derivative work.",{"step":362,"title":363,"description":364,"tip":365},6,"Specify confidentiality and security requirements","Reference a named security standard (ISO 27001, SOC 2 Type II, or equivalent) rather than generic 'reasonable measures.' List which internal roles qualify as Authorized Users and whether contractors are included.","Require the licensee to notify you within 72 hours of any suspected unauthorized access — this mirrors GDPR breach notification windows and creates a consistent compliance posture.",{"step":367,"title":368,"description":369,"tip":370},7,"Set the term, renewal, and data-return obligations","Enter the start date, initial term, and auto-renewal mechanics. Include a data-return or destruction clause requiring written certification within 30 days of termination.","If the data is delivered incrementally over time (e.g., a daily data feed), specify whether the licensee may retain historical snapshots after termination or must delete all accumulated data.",{"step":372,"title":373,"description":374,"tip":375},8,"Execute before data access is granted","Both parties must sign the agreement before any data is transferred or API credentials are issued. Retroactive agreements are harder to enforce and create a gap in IP protection.","Use a click-wrap acceptance mechanism for self-serve data products — a signed PDF is better for negotiated enterprise licenses. Never deliver data access credentials in the same email as an unsigned draft.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"No restriction on AI and ML model training","Without an explicit prohibition, a licensee can legally train a machine learning model on your proprietary dataset and use that model commercially long after the license expires — effectively keeping your data forever in encoded form.","Add an explicit clause prohibiting use of the licensed data to train, validate, or fine-tune AI or ML models unless separately agreed in writing with additional compensation.",{"mistake":382,"why_it_matters":383,"fix":384},"Vague permitted-use language","Terms like 'internal business purposes' are interpreted broadly by licensees and narrowly by licensors — courts have found that 'internal use' permits a much wider range of activities than licensors intended, including product development and customer-facing analytics.","List permitted uses affirmatively and exhaustively in Schedule A, then add a catch-all: 'Any use not expressly permitted is prohibited.'",{"mistake":386,"why_it_matters":387,"fix":388},"No data-return or destruction obligation on termination","Without it, a licensee who does not renew can retain and continue using copies of the licensed data indefinitely — the license terminates but the data does not disappear.","Include a clause requiring the licensee to certify in writing, within 30 days of termination, that all copies of the licensed data have been deleted or returned, including backup copies and derivatives.",{"mistake":390,"why_it_matters":391,"fix":392},"Licensor warrants data accuracy without qualification","An unqualified accuracy warranty creates strict liability if the licensee makes a business decision based on erroneous data — damages claims for bad data can far exceed the license fee.","Limit the warranty to 'best efforts to maintain accuracy as of the delivery date' and disclaim all implied warranties. Include a consequential-damages exclusion covering data-based decisions.",{"mistake":394,"why_it_matters":395,"fix":396},"Auto-renewal with no practical cancellation window","A 30-day notice window on an annual license that bills on January 1 means the licensee must decide by December 1 whether to cancel — before they have received most of the year's data. Disputes arise when licensees miss the window and are billed for a year they did not intend to renew.","Use a 60–90 day notice window and send an automated renewal reminder 120 days before the renewal date. Include a mutual convenience-cancellation right with pro-rata refund.",{"mistake":398,"why_it_matters":399,"fix":400},"Omitting governing law and arbitration seat","Without a governing-law clause, courts apply complex choice-of-law analysis — the outcome is unpredictable and expensive. Data license disputes often involve parties in different countries, making venue even more critical.","Specify governing law, arbitration forum, seat city, and language of proceedings. For cross-border deals, ICC or LCIA arbitration with a neutral seat is generally preferable to litigation.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a data license agreement?","A data license agreement is a legally binding contract between a data owner (licensor) and a data user (licensee) that defines the terms under which a dataset or database may be accessed, used, and redistributed. It grants specific usage rights while retaining the licensor's underlying intellectual property ownership. Unlike a data sale, a license does not transfer ownership — it specifies what the licensee may and may not do with the data for a defined period.\n",{"question":406,"answer":407},"When do I need a data license agreement?","You need one any time proprietary data changes hands commercially — when you sell access to a dataset, receive a third-party data feed, share aggregated analytics with a partner, or provide a data product as part of a SaaS offering. Even internal data sharing between affiliated entities benefits from a data license agreement when different legal entities are involved or when regulatory compliance requires documented data governance.\n",{"question":409,"answer":410},"What is the difference between a data license agreement and a data sharing agreement?","A data license agreement is typically a commercial arrangement where the licensor grants usage rights in exchange for fees and retains IP ownership. A data sharing agreement usually describes a non-commercial or reciprocal arrangement between two parties who exchange data — common in research partnerships, consortium arrangements, or public sector data programs. Both define permitted use and restrictions, but the license agreement is more focused on IP protection and monetization terms.\n",{"question":412,"answer":413},"Does a data license agreement need to address GDPR?","Yes, if the licensed data includes personal data of individuals in the European Union. In that case, the agreement must identify whether the licensor or licensee is the data controller or processor, reference applicable legal bases for processing, and include data protection obligations aligned with GDPR Article 28 requirements. Transferring personal data outside the EU also requires appropriate safeguards such as Standard Contractual Clauses. A template that ignores GDPR where personal data is involved exposes both parties to significant regulatory fines.\n",{"question":415,"answer":416},"Can a data license agreement prevent a licensee from training AI models on the data?","Yes — a well-drafted data license agreement can and should explicitly prohibit the use of licensed data to train, validate, or fine-tune machine learning or AI models unless separately authorized. Without this restriction, a licensee may legally encode your proprietary data into a model that persists and operates commercially long after the license expires. As of 2025, AI training restrictions are one of the most actively negotiated terms in data licensing.\n",{"question":418,"answer":419},"What happens to the licensed data when the agreement ends?","The agreement should require the licensee to destroy or return all copies of the licensed data — including backup copies, derivative datasets, and cached versions — within a specified period after termination, typically 30 days. The licensee should provide written certification of destruction. Without this clause, a licensee who does not renew can retain and continue using copies of the data indefinitely, undermining the entire licensing arrangement.\n",{"question":421,"answer":422},"Should the license be exclusive or non-exclusive?","An exclusive license prevents the licensor from licensing the same dataset to competitors in the same field of use or geography — it commands a significant price premium and is appropriate when the licensee's competitive advantage depends on unique data access. A non-exclusive license allows the licensor to license the same data to multiple parties, which supports broader revenue generation but gives each licensee less protection. Most commercial data licenses are non-exclusive unless the licensee specifically negotiates exclusivity and pays accordingly.\n",{"question":424,"answer":425},"Do I need a lawyer to draft a data license agreement?","For straightforward internal or low-value data sharing, a high-quality template is generally sufficient. Legal review is strongly recommended when the licensed data includes personal information, the deal value exceeds $50,000 annually, the licensee operates in a regulated industry such as financial services or healthcare, or the agreement involves cross-border data transfers. A lawyer familiar with data licensing can typically review and tailor a template in 2–4 hours for $600–$1,500.\n",{"question":427,"answer":428},"What is a field-of-use restriction in a data license?","A field-of-use restriction limits the licensee's use of the data to a defined industry, application, or purpose — for example, 'use in financial services risk modeling only' or 'use in North American markets only.' These restrictions allow a licensor to license the same dataset to multiple non-competing parties in different fields, maximizing revenue without granting any single licensee broad rights. Violating a field-of-use restriction is typically treated as a material breach.\n",[430,434,438,442,446,450],{"industry":431,"icon_asset_id":432,"specifics":433},"Financial Services","industry-fintech","Licensed market data, credit bureau feeds, and alternative data are subject to exchange rules, FINRA oversight, and strict redistribution restrictions that must be incorporated by reference into the license terms.",{"industry":435,"icon_asset_id":436,"specifics":437},"Healthcare and Life Sciences","industry-healthtech","Clinical trial data, patient registries, and claims datasets require HIPAA Business Associate Agreement provisions alongside the data license, with de-identification standards and breach notification timelines clearly defined.",{"industry":439,"icon_asset_id":440,"specifics":441},"Technology and SaaS","industry-saas","Data vendors supplying enrichment feeds, firmographic data, or behavioral signals to SaaS platforms must address API rate limits, SLA uptime commitments, and restrictions on embedding data into customer-facing outputs.",{"industry":443,"icon_asset_id":444,"specifics":445},"Advertising and Marketing","industry-marketing","Audience segment and intent data licenses must address CCPA and GDPR consent chain documentation, cookie-based data restrictions, and prohibitions on onboarding licensed data into competing identity graphs.",{"industry":447,"icon_asset_id":448,"specifics":449},"Retail and E-commerce","industry-retail","Location data, transaction data, and foot-traffic analytics licenses require explicit consent documentation for individual-level data, field-of-use limits by retail category, and prohibitions on resale to competitors.",{"industry":451,"icon_asset_id":452,"specifics":453},"Research and Academia","industry-professional-services","Research data licenses typically require attribution in publications, restrict commercial use of findings, and impose embargoes on publication until the licensor has reviewed derived outputs for confidential information.",[455,457,460,463],{"vs":241,"vs_template_id":242,"summary":456},"An NDA protects confidential information from disclosure before or during a business relationship but does not grant any usage rights. A data license agreement affirmatively grants specific rights to use data while imposing restrictions. Use an NDA first to protect data during negotiations, then execute a data license agreement before any data is actually transferred.",{"vs":230,"vs_template_id":458,"summary":459},"D{DATA_PROCESSING_AGREEMENT_ID}","A Data Processing Agreement governs how a processor handles personal data on behalf of a controller — it is a GDPR compliance document, not a commercial licensing instrument. A data license agreement is a commercial contract defining usage rights and IP ownership. When licensed data includes personal data, both documents are typically required simultaneously.",{"vs":60,"vs_template_id":461,"summary":462},"software-license-agreement-D13862","A software license agreement governs use of executable code and applications. A data license agreement governs use of datasets, databases, and data products. When a SaaS product delivers both software functionality and proprietary data, separate agreements for each are preferable so that data-specific restrictions — such as AI training prohibitions — are clearly documented and enforceable.",{"vs":464,"vs_template_id":465,"summary":466},"API Terms of Service","D{API_TERMS_OF_SERVICE_ID}","API Terms of Service govern technical access to a service endpoint and are typically click-wrap agreements applied unilaterally to all users. A data license agreement is a negotiated bilateral contract appropriate for enterprise data supply relationships with custom pricing, audit rights, and tailored restrictions. High-value API data relationships should use a data license agreement rather than relying on standard API terms.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Non-personal, low-value data sharing between known business partners with straightforward permitted-use terms","Free","30–60 minutes",{"best_for":473,"cost":474,"time":475},"Commercial data products, licensed datasets worth over $10,000 annually, or data involving EU personal data or regulated industries","$600–$1,500","2–5 days",{"best_for":477,"cost":478,"time":479},"Exclusive data licenses, large-scale data marketplace agreements, cross-border transfers with complex privacy obligations, or AI training data licensing","$2,500–$8,000+","1–3 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Database copyright protection in the US is limited — facts and raw data are generally not copyrightable, but original selection and arrangement of data may qualify. Trade secret law (Defend Trade Secrets Act) and contractual restrictions are the primary mechanisms for protecting proprietary datasets. The FTC and state attorneys general have increasingly scrutinized data broker practices, and CCPA in California requires specific provisions when licensed data includes California residents' personal information.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and provincial equivalents govern personal data in commercial contexts. Quebec's Law 25 imposes the strictest provincial requirements, including mandatory privacy impact assessments for cross-border data transfers and data minimization obligations. Database protection in Canada also relies primarily on trade secret and contract law rather than a sui generis database right.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","The UK retained a sui generis database right post-Brexit under the Copyright and Rights in Databases Regulations 1997, providing 15 years of protection for databases representing substantial investment in obtaining, verifying, or presenting data. UK GDPR mirrors EU GDPR for personal data transfers but requires separate adequacy or SCCs for transfers to non-adequate countries. The UK ICO actively enforces data licensing compliance in regulated sectors.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","The EU Database Directive grants a sui generis database right to database makers who demonstrate substantial investment, offering 15 years of protection independent of copyright. GDPR applies whenever licensed data contains personal data of EU residents, requiring a documented lawful basis and, for cross-border transfers, Standard Contractual Clauses or an adequacy decision. The EU Data Act (effective 2025) introduces new rights around industrial data sharing and may constrain certain exclusivity arrangements in data licenses.",[242,245,502,503,249,504,505,506,507,508,509,510],"service-agreement-D12711","independent-contractor-agreement-D160","terms-and-conditions-D12667","data-privacy-policy-D13465","intellectual-property-assignment-D5229","master-service-agreement-D12657","terms-of-service-agreement-D920","joint-venture-agreement-D889","confidentiality-agreement-D950",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":98,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":522},"intellectual-property-and-licensing","agreement","general","all-stages",[518,514,519,520,521],"intellectual-property","data-protection","data-license","licensing",0.95,"\u003Ch2>What is a Data License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Data License Agreement\u003C/strong> is a legally binding contract between a data licensor — the party that owns or controls a dataset — and a data licensee — the party seeking access to it — that defines precisely how the data may be used, who may access it, what restrictions apply, and what rights the licensor retains. Unlike an outright data sale, a license preserves the licensor's underlying intellectual property ownership while granting the licensee a defined set of usage rights for a specified period. The agreement covers permitted use, sublicensing restrictions, IP ownership of derivative works, confidentiality and security obligations, fees, and what happens to the data when the arrangement ends.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a data license agreement, sharing or receiving proprietary data creates serious and compounding risks on both sides of the transaction. A licensor who delivers a dataset without written terms has no enforceable restriction on how the licensee uses it — including training AI models that encode your data permanently, redistributing it to competitors, or retaining copies indefinitely after the relationship ends. A licensee who receives data without a formal agreement has no documented right to use it, no warranty that the data is fit for purpose, and no recourse if the provider stops delivering or claims misuse. Regulators in the EU, UK, and Canada increasingly expect documented data governance for any data that touches personal information — and an absent or inadequate agreement is treated as a compliance failure. This template gives both parties a structured, enforceable foundation that protects IP, clarifies obligations, and withstands the scrutiny of an audit, a dispute, or a regulatory inquiry.\u003C/p>\n",1781185997662]