DATA PURCHASE AGREEMENT
This Data Purchase Agreement (the "Agreement") is entered into as of [Date], by and between [Your Company Name], a [State/Country of Incorporation] corporation ("Seller"), and the undersigned purchaser ("Purchaser").
- DATA PROVIDED: Seller agrees to provide Purchaser with the data described in Exhibit A attached hereto (the "Data").
- PAYMENT: Purchaser agrees to pay Seller the amount specified in Exhibit A for the Data. Payment shall be made in accordance with the terms set forth in Exhibit A.
- RESTRICTIONS ON USE:
a. No Redistribution: Purchaser agrees not to sell, lease, rent, distribute, or otherwise provide access to the Data to any third party.
b. No Derivative Works: Purchaser agrees not to create derivative works from or of the Data without the express written consent of Seller.
c. Internal Use Only: Purchaser agrees to use the Data solely for its internal business purposes and shall not use the Data for the benefit of any third party.
- CONFIDENTIALITY: Purchaser acknowledges that the Data is proprietary to Seller and contains trade secrets. Purchaser agrees to keep the Data confidential and not to disclose or permit access to the Data to anyone other than its employees who need to access the Data for Purchaser's internal business purposes.
- WARRANTY: Seller warrants that it has the right to sell the Data to Purchaser. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DATA IS PROVIDED "AS IS" AND SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY: In no event shall Seller be liable for any indirect, incidental, consequential, special, or exemplary damages arising out of or related to this Agreement, even if advised of the possibility of such damages.
- TERMINATION: If Purchaser breaches any of its obligations under this Agreement, Seller may terminate this Agreement upon written notice to Purchaser.
- GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles.
- ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.