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The Data License Agreement serves as a critical legal instrument for organizations engaged in data sharing and licensing activities within the United States jurisdiction. This document is essential when one party (the licensor) wishes to grant another party (the licensee) rights to access, use, and possibly redistribute specific data sets while maintaining control over how the data is used and protected. The agreement becomes particularly relevant in today's data-driven economy where organizations need to establish clear terms for data usage, ensure compliance with various U.S. data protection regulations, and protect their intellectual property rights. It addresses key concerns such as data security, privacy compliance, usage restrictions, and liability allocation, while accommodating sector-specific regulatory requirements and state-specific data protection laws.

1. Parties: Identifies and provides details of the licensor and licensee, including registered addresses and company details

2. Background: Sets out the context of the agreement, including the nature of the data and the purpose of the license

3. Definitions: Defines key terms used throughout the agreement, including technical terms related to data and licensing

4. License Grant: Specifies the scope, nature, and limitations of the data license being granted

5. License Fees and Payment Terms: Details the financial terms, including license fees, payment schedule, and any usage-based pricing

6. Data Delivery and Access: Specifies how the data will be delivered or made accessible to the licensee

7. Use Restrictions: Outlines prohibited uses of the licensed data and any territorial or field-of-use restrictions

8. Data Security Requirements: Specifies the security measures required to protect the licensed data

9. Confidentiality: Sets out obligations regarding the protection of confidential information

10. Representations and Warranties: Details the guarantees made by each party regarding the data and its use

11. Liability and Indemnification: Addresses liability limitations and indemnification obligations

12. Term and Termination: Specifies the duration of the agreement and conditions for termination

13. Post-Termination Obligations: Details obligations after the agreement ends, including data deletion or return

14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment