Creating a Data License Agreement

Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom.
Also note: This is not legal advice.

Introduction

Data license agreements are vital for businesses who use and share data, to ensure the protection of intellectual property, the responsible use of information, and secure sharing of data. A data license agreement is a contractual document which details how data can be used, for what purpose and for how long. It also outlines necessary security measures which must be taken when handling and transferring that information.

At Genie AI we understand the significance of having a comprehensive agreement in place, which is why our team provides free templates to help ensure businesses have everything they need to protect their assets. Our template library contains millions of datapoints so users can access and customise high quality legal documents without having to pay an expert lawyer.

By using a data license agreement, businesses can safeguard their intellectual property by only allowing authorised access to use or share that information. It also helps companies abide by privacy laws as the agreement will detail how personal data should be handled whilst protecting individuals’ rights. A sound contract will provide clear parameters around how long the data may be stored or used for too - preventing any misuse or illegal activity taking place with it; this is where many current dilemmas surrounding misuse arise from as companies often fail to define these terms appropriately.

The importance of creating robust ways to control and protect your business’s sensitive information cannot be overstated - a lacklustre approach could put profits at risk not only through theft but due to reputational damage caused by mishandling customer’s personal details too; both equally detrimental outcomes when it comes to maintaining success in business today. For all those reasons it’s time companies start taking greater care with their contracts - if you’re looking for guidance on creating your own contract then read on here below for our step-by-step guide on what needs covering in your document - including accessing our free Genie AI template library today!

Definitions (feel free to skip)

Scope: The range of what is to be included or considered in an agreement.
Responsibilities: The tasks or duties that each party in an agreement has to fulfill.
Restrictions: Rules or limitations that are imposed on how data can be used.
Ownership: Having the legal right to possess or control something.
Compensation: Payment or reward given to someone for services rendered.
Jurisdiction: The legal authority to hear and decide a case.
Governing law: A set of laws that apply to a certain area.
Dispute resolution: The process of settling a disagreement or conflict between two or more parties.
Termination: The end of a legal agreement.
Confidentiality: Keeping certain information private or secret.
Security measures: Steps or precautions taken to protect data.
Signature page: A page in an agreement containing details needed for signing.

Contents

• Defining the scope of the agreement
• Identifying the data to be provided
• Establishing how the data will be used
• Establishing the responsibilities of each party
• Identifying restrictions on how the data may be used
• Clarifying the ownership of the data
• Establishing who owns and controls the data
• Outlining the rights and obligations of each party to the data
• Outlining the duration of the agreement
• Establishing the compensation for use of the data
• Identifying the payment amounts
• Specifying the payment schedule
• Determining the rights and obligations of the parties
• Specifying the jurisdiction the agreement applies to
• Specifying the governing law of the agreement
• Creating a dispute resolution process
• Identifying the dispute resolution process to be used
• Establishing the timeframe for dispute resolution
• Setting up procedures for termination of the agreement
• Specifying the terms and conditions for termination
• Establishing the notice period for termination
• Including a confidentiality clause
• Establishing the non-disclosure requirements for each party
• Outlining the authorized use of the data
• Setting out the methods for data security and data protection
• Establishing the security measures to be employed
• Identifying the roles and responsibilities of each party
• Including a signature page for completion of the agreement
• Outlining the details needed for signature
• Establishing the procedures for signing the agreement

Get started

Defining the scope of the agreement

• Clarify the purpose of the data license agreement between the parties
• Outline the rights, restrictions, and responsibilities of each party
• Determine the duration of the agreement
• Specify the laws that govern the agreement
• Establish dispute resolution procedures
• When all of the above points have been determined and agreed upon, you can check this step off your list and move onto the next step.

Identifying the data to be provided

• Determine the type of data being provided, such as images, text, or numerical data
• Identify the format of the data and how it is stored, such as a spreadsheet or an API
• Make sure to include any metadata associated with the data
• Make a list of what data and associated metadata will be included in the agreement

Once you have identified the data to be provided and made a list of it, you can check this off your list and move on to the next step.

Establishing how the data will be used

• Define the scope of use for the data (e.g. for internal use only, making it available to a limited number of external partners, etc.)
• Identify the purposes for which the data will be used (e.g. for analytics, research, marketing, etc.)
• Specify any restrictions on how the data can be used (e.g. no modifications allowed, no redistribution, etc.)
• Outline any obligations on the part of the recipient regarding the use of the data (e.g. agreeing to use the data only for the specified purpose, ensuring data security, etc.)

When you can check this off your list: Once you have outlined the scope and use of the data, as well as any restrictions and obligations, you have completed this step and can move on to the next one.

Establishing the responsibilities of each party

• Define the roles and responsibilities of the data provider and the data user
• Identify and list any services that the data provider will provide to the data user
• Outline the data provider’s responsibilities for protecting the data and ensuring its accuracy
• Specify the data user’s obligations to protect the data and ensure its accuracy
• Establish a timeline for when the data provider and user must complete their respective obligations
• When all the obligations have been agreed to and specified, you can move on to the next step: Identifying restrictions on how the data may be used.

Identifying restrictions on how the data may be used

• Analyze what restrictions should be placed on the data to ensure it is used responsibly and legally
• Outline and agree on restrictions that should be placed on the data, such as prohibiting the data from being sold or shared with third parties
• Document these restrictions in the data license agreement
• You will know that you have completed this step when you have documented the restrictions that should be placed on the data in the data license agreement.

Clarifying the ownership of the data

• Identify who owns the data by understanding the individual or organization who created it
• Determine who has the right to transfer or assign ownership of the data
• Specify who will be the legal owner of the data
• Establish who will be responsible for the data’s security and privacy
• Designate who will have the right to use the data
• Specify who will have the right to alter or update the data
• Determine who will have the right to access the data
• Outline who will have the right to redistribute the data

How you’ll know when you can check this off your list and move on to the next step:

• You will know that you have completed this step when you have clarified the ownership of the data by identifying and specifying the rights of the individuals or organizations responsible for the data.

Establishing who owns and controls the data

• Confirm who owns the data and who will control it
• Assign responsibility for determining who has access to the data
• Outline the circumstances in which the data can be shared
• Specify the responsibilities of the parties involved in managing the data
• Define the conditions necessary for transferring the data to another party
• Once all parties agree to the terms of the ownership and control of the data, the step is complete.

Outlining the rights and obligations of each party to the data

• Draft the terms of the agreement that clearly define the rights and obligations of each party.
• Consider including provisions such as licenses or restrictions, warranties and liabilities, confidentiality, and dispute resolution.
• Finalize the terms after the two parties have come to an agreement.
• When all parties have agreed to the terms, the agreement should be signed.

How you’ll know when you can check this off your list and move on to the next step: Once both parties have agreed to the terms of the agreement and the agreement has been signed, this step will have been completed and you can move on to the next step.

Outlining the duration of the agreement

• Determine the start date for the agreement and when it will expire
• Include provisions for automatic renewal and termination of the agreement
• Make sure to include a clause for early termination in the event of a breach of the agreement
• Once all the details have been agreed upon and documented, the agreement is ready to be signed by both parties
• When both parties have signed the agreement, it is considered legally binding and enforceable
• Check this step off your list and proceed to the next step: Establishing the compensation for use of the data

Establishing the compensation for use of the data

• Decide between the two parties which type of payment structure should be used: a lump-sum payment or an ongoing payment structure
• Agree on an appropriate payment amount for the data that is being used
• Discuss any additional compensation for future use of the data
• Determine any other payment methods that may apply
• Write out the payment details in the data license agreement
• When both parties are satisfied with the payment terms, check off this step and move on to the next step.

Identifying the payment amounts

• Consider the value of the data to the other party and establish a payment rate that is reasonable for both parties
• Estimate how much the data will be used by the other party and calculate an appropriate cost for the data license
• Consider any additional costs associated with providing the data, such as software license fees, and add these to the payment amount
• Once the payment amounts have been agreed upon, document them in the data license agreement
• Check that the payment amounts are satisfactory for both parties and move on to the next step, specifying the payment schedule

Specifying the payment schedule

• Establish a payment schedule with dates for when each payment is due and when the agreement will be completed.
• Consider making the payment schedule flexible depending on the circumstances and needs of the parties.
• Decide on a payment schedule that is most suitable for all the parties involved.
• When the payment schedule is finalized, document the details in the agreement and attach it to the agreement.

You can check this step off your list when all the parties have agreed on the payment schedule and the details have been documented in the agreement.

Determining the rights and obligations of the parties

• Consider the roles of the parties and what they expect from the agreement.
• Identify the scope of the data that will be shared and the authorized uses of the data.
• Determine any restrictions or prohibitions on how the data may be used.
• Establish if the data is to be provided for a fee or for free.
• Establish if the data will be provided on a one-time or ongoing basis.
• Establish any applicable confidentiality requirements.
• Establish any requirements for attribution or branding.
• Establish any applicable warranties.
• Establish any applicable indemnification provisions.
• Establish any applicable limitation of liability provisions.

Once you have determined the rights and obligations of the parties, move on to the next step: ## Specifying the jurisdiction the agreement applies to.

Specifying the jurisdiction the agreement applies to

• Check the current laws of the jurisdiction where the data will be used
• Determine which jurisdiction the agreement should apply to, considering the parties involved and the data’s use
• Include a choice of law clause in the agreement that specifies the governing jurisdiction
• List the applicable jurisdiction in the agreement
• Check off this step when you have included the applicable jurisdiction in the agreement.

Specifying the governing law of the agreement

• Research the laws of the jurisdiction specified in the agreement and determine which governing law should be applied
• Choose the governing law that will be most beneficial to both parties
• Include the governing law in the data license agreement
• Verify that the governing law is up-to-date
• Once the governing law has been determined and included in the agreement, you can move on to creating a dispute resolution process

Creating a dispute resolution process

• Decide on the dispute resolution process to be used in the agreement. This could include arbitration, mediation, negotiation, or any other method of resolving disputes.
• Identify the details of the dispute resolution process, such as the location, the type of dispute, and the governing rules.
• Include all relevant information about the dispute resolution process in the agreement.
• Once you are satisfied that the dispute resolution process has been sufficiently addressed in the agreement, you can move on to the next step.

Identifying the dispute resolution process to be used

• Review the laws in the relevant jurisdiction(s) that apply to dispute resolution
• Consider any applicable industry standards or practices
• Determine the most appropriate dispute resolution process for the Data License Agreement, such as mediation, arbitration, or small claims court
• Create a clause in the Data License Agreement outlining the dispute resolution process to be used
• Make sure both parties agree to the dispute resolution process and sign the Data License Agreement
• Once the Data License Agreement is signed, you can check this step off your list and move on to establishing the timeframe for dispute resolution.

Establishing the timeframe for dispute resolution

• Define the timeframe for dispute resolution in the agreement. This will help set expectations for how long it should take to resolve any disputes that may arise between the parties.
• Consider setting a hard deadline for submitting any disputes to ensure that they are addressed promptly.
• Outline any possible consequences of not meeting the dispute resolution timeline.
• When the timeframe for dispute resolution has been established, you can check this step off your list and move on to setting up procedures for termination of the agreement.

Setting up procedures for termination of the agreement

• Decide whether the agreement can be terminated by either party with or without notice
• Decide whether the agreement can be terminated immediately or after a set period of time
• Include any applicable laws or regulations regarding termination of the agreement
• Specify any applicable fees or penalties associated with termination of the agreement
• Include any applicable restrictions or limitations on the right to terminate the agreement
• Include any applicable requirements for notification of termination of the agreement

When you have completed this step, you will have determined the procedures for termination of the agreement and specified any applicable fees or penalties associated with termination.

Specifying the terms and conditions for termination

• Outline the circumstances under which the agreement will be terminated - this could include expiration of the agreement, termination by either party, or a breach of terms
• Include the consequences of termination, such as the return of confidential information or the destruction of data
• Specify the timeframe for each party to take action upon termination, such as returning data within 5 business days
• When you have outlined the terms and conditions of termination, you can check this step off your list and move on to establishing the notice period for termination.

Establishing the notice period for termination

• Include the length of notice required for each party to terminate the agreement.
• Specify the time period in which the termination notice must be received by the other party.
• Include the date on which the termination will take effect.
• Make sure to include a clause that states the agreement will terminate automatically if the other party does not respond to the notice in the designated time frame.

You can check this off your list and move on to the next step once you have included the notice period for termination in the agreement.

Including a confidentiality clause

• Draft a confidentiality clause that outlines the duties of both parties to keep any sensitive information confidential
• Include language that outlines the consequences of a breach of the confidentiality clause
• Make sure the confidentiality clause applies to all confidential information, even after the termination of the agreement
• Make sure the clause applies to any information marked as confidential, regardless of whether it was already known by the receiving party prior to the agreement
• Check off this step when you have completed the confidentiality clause and have both parties agree to the terms.

Establishing the non-disclosure requirements for each party

• Determine the specific information that will be confidential
• Identify who will be required to keep the information confidential
• Create a definition of confidential information in the agreement
• Describe the duration of the non-disclosure requirements
• Outline the authorized use of the data
• Specify the consequences for unauthorized disclosure or use of the data
• Include a clause that states that the parties have the right to seek legal remedies in the event of a breach

Once all of the above points have been addressed, you can move on to the next step in creating a data license agreement.

Outlining the authorized use of the data

• Draft and agree upon the parameters for how the data can be used, including who can access the data, how it can be shared, and for what purposes it can be used
• Ensure that the terms are clear and enforceable, and that each party understands their respective obligations
• Consider adding limitations, such as prohibiting the sale or commercialization of the data, as outlined in the agreement
• Once the authorized use of the data has been agreed upon and legally documented, this step can be considered complete.

Setting out the methods for data security and data protection

• Identify all the data types that will be included in the license agreement
• Specify both physical and digital security measures that will be in place
• Define the roles, responsibilities, and processes for protecting the data
• Outline the protocols for monitoring and responding to security threats
• Describe the procedures for reporting a data breach
• Clarify the consequences for any unauthorized use, access, or storage of data
• Once these methods are established, you can move on to the next step of establishing the security measures to be employed in the agreement.

Establishing the security measures to be employed

• Establish the security measures employed to protect the data.
• This could include measures such as encryption, password protection, two-factor authentication, and data access control.
• Be sure to include details on who will be responsible for implementing and monitoring these security measures.
• Document the security measures and provisions in the data license agreement.
• Once the security measures have been established, documented and agreed upon, you can move on to the next step: Identifying the roles and responsibilities of each party.

Identifying the roles and responsibilities of each party

• Determine the roles and responsibilities of each party involved in the data license agreement
• Outline the expectations of each party in the agreement
• Make sure that the roles and responsibilities of each party are clearly stated and agreed upon
• Have each party sign off on the roles and responsibilities as outlined in the agreement
• Once all parties have signed off, this step is complete and you can move on to the next step.

Including a signature page for completion of the agreement

• Create a signature page with a place for each party to sign, date, and print their names
• Include a witness line, if necessary
• Include a notary line, if necessary
• Have a copy of the agreement for each party to sign
• Once the signature page is completed, you can move on to the next step.

Outlining the details needed for signature

• Identify the parties to the agreement
• Describe the data that is being licensed
• Outline the permitted uses of the data and any restrictions
• Describe the scope of the license
• Include any applicable fees
• Outline any ownership rights to the data
• Include any applicable warranties and disclaimers
• Include any applicable terms for termination of the agreement

When all of these details have been outlined, the step is complete and you can move on to Establishing the procedures for signing the agreement.

Establishing the procedures for signing the agreement

• Decide who from the organization will sign the agreement and at what level (e.g. executive, mid-level manager, etc.)
• Determine if there is a signature template to be used for the agreement
• Agree on how many copies of the agreement need to be signed and distributed
• Determine if there are digital signature options available and if they will be used
• Establish the timeframe for signing the agreement
• When all of the above steps have been completed, the procedures for signing the agreement are established and can be checked off the list.

FAQ:

Q: What is a data license agreement?

Asked by John on April 7th, 2022.
A: A data license agreement is a legal document which outlines the terms and conditions for the use of data between two or more parties. It is a formal agreement that defines how the data can be used, shared and stored. It also specifies who owns the data, and what happens if the agreement is broken.

Q: What are the differences between UK, USA and EU data laws?

Asked by Sarah on August 12th, 2022.
A: Data laws vary significantly between countries, and even within countries due to different jurisdictions. In general, the UK has implemented a more stringent set of laws around data protection, while in the US there are a variety of state-based laws in addition to federal law. The European Union’s General Data Protection Regulation (GDPR) sets out a range of rights for individuals with regard to their personal data, and is one of the most comprehensive sets of laws governing data protection in the world.

Q: How do I know which type of data license agreement applies to my industry or business model?

Asked by Michael on May 25th, 2022.
A: The type of data license agreement you need will depend on your industry or business model. For example, if you are a software-as-a-service (SaaS) provider then you may need an agreement that covers software licensing and usage rights. If you are a technology company then you may need an agreement that covers intellectual property rights. It is important to research the relevant laws and regulations in your jurisdiction so that you can ensure your agreement meets all applicable requirements.

Q: How do I create a legally binding data license agreement?

Asked by David on October 6th, 2022.
A: Creating a legally binding data license agreement requires careful consideration of the applicable laws and regulations in your jurisdiction, as well as any industry-specific requirements that may be relevant. The agreement should clearly outline the terms and conditions for using the data, as well as specifying who owns the data and what happens if the agreement is broken. It is important to consult with an experienced legal professional before drafting or signing any such agreements to ensure that all applicable laws have been taken into account.

Q: What should I include in my data license agreement?

Asked by Jessica on February 15th, 2022.
A: Your data license agreement should include key elements such as a description of what constitutes ‘data’ under the terms of the agreement; information about how the data can be used; details regarding ownership; limitations on use; restrictions on disclosure; indemnification clauses; termination clauses; and dispute resolution provisions. Depending on your specific context, other elements may also be necessary - it is important to consult with an experienced legal professional to ensure that all relevant requirements are taken into account when drafting your agreement.

Q: Can I use my own templates when creating a data license agreement?

Asked by Jeffrey on March 3rd, 2022.
A: While using templates when creating a data license agreement may provide some guidance, it is important to remember that each situation is different and there may be requirements specific to your context which must be taken into account when drafting your agreement. To ensure that all relevant legal requirements have been met it is best practice to seek advice from an experienced legal professional when creating any such agreements.

Q: Is it possible to modify an existing template or example for my own use?

Asked by Robert on July 17th, 2022.
A: While modifying an existing template or example for your own use may be possible in some cases, it is important to remember that each situation is unique and there may be requirements specific to your context which must be taken into account when drafting your agreement. To ensure that all relevant legal requirements have been met it is best practice to seek advice from an experienced legal professional when creating any such agreements.

Q: What safeguards should I include in my data license agreement?

Asked by Barbara on June 1st, 2022.
A: When creating a data license agreement it is important to include safeguards which protect both parties involved in the transaction. These safeguards can include restrictions on use, limitations on disclosure and indemnification clauses which provide protection should any breach of the terms occur. It is also important to include termination clauses which outline what will happen if either party wishes to end the contract at any point during its duration. Finally, dispute resolution provisions should also be included so that any disagreements can be resolved quickly and efficiently without resorting to costly legal proceedings.

Q: Are there any particular issues I should consider when creating a multi-party data license agreement?

Asked by Stephen on November 22nd, 2022.
A: When creating a multi-party data license agreement there are several additional factors which must be taken into account compared to single-party agreements - such as how ownership will be divided between parties; how responsibilities will be divided; how disputes between parties will be resolved; and whether each party has sufficient rights within the contract in order to protect its interests adequately over time. It is important to consult with an experienced legal professional when creating such agreements so that these issues can be addressed appropriately before signing off on any document.

Q: How do I ensure my data license agreement remains legally valid over time?

Asked by Lisa on January 10th, 2022.
A: To ensure that your data license agreement remains legally valid over time it is important to review it periodically in order to take into account any changes in legislation or industry regulations which may have occurred since its initial creation. It may also be necessary to update certain sections in order to reflect changes in technology or business practices which have occurred since its initial drafting - for example if new security measures have been implemented or new types of personal information are now being collected or stored as part of its scope of coverage. Finally, it is always advisable to seek advice from an experienced legal professional whenever making any changes or updates so as to ensure they are done correctly and in accordance with applicable law.

Example dispute

Data License Agreement Lawsuits

• A plaintiff may raise a lawsuit which references a data license agreement if they feel they have been wronged by the other party in the agreement.
• Examples of possible wrongs may include breach of contract, intellectual property rights violation, or an act of negligence.
• In order to win such a lawsuit, the plaintiff must prove that they were the victim of the breach or violation and that they suffered some form of tangible harm or loss as a result.
• Plaintiffs may seek to recover damages for lost profits, legal fees and other costs associated with the lawsuit, or even punitive damages.
• If a settlement is reached, the parties may agree to an out-of-court settlement, or the court may order a specific remedy for the plaintiff.
• Damages may be calculated based on the terms of the data license agreement and any applicable laws or regulations.

Templates available (free to use)

Data License Agreement

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