Please note that this document is currently awaiting an update for the
GDPR. In the meantime, new GDPR-ready
standard clauses for data protection and data processing
are available in our
GDPR & Data Protection Group.
This Data Purchase Agreement is to be used by the owner of a database who
is purchasing data for the purposes of creating or refreshing a database.
That database will, in turn, be accessed by subscribers. In some cases, the
data accessed by the subscribers will be exactly that purchased by the
database owner: raw data. This agreement however is designed for those
situations where the data purchased is used in a “value-added” service.
A key factor in such transactions is consistency. If a database owner is
providing value-added services it is likely that they will already have
programming in place which is designed to receive, process and format data
before placing (or “locating”) it into a specific part of their database.
If data is delivered to the database owner in an unexpected format (either
deliberately or otherwise) at best, reprogramming (and thus more time and
expense) will be required and at worst, errors may occur in the service
being provided to the database’s subscribers. Notification is thus an
important point to be addressed in an agreement such as this – if changes
are made by the supplier; the purchaser will at the very least have
sufficient time to prepare for them.
Copyright is a further factor of importance. Data will often be proprietary
in nature. When it is presented in a database, it must be clear to users
and subscribers that it is protected by copyright, and to whom that
copyright belongs. Such copyright protection should also extend to the
terms and conditions under which subscribers access the database. Suitable
terms can be found in the Online Data Subscriber Agreement.
In addition to the standard terms and conditions, a number of schedules
have been included to allow users to insert bespoke details relating to
certain elements of the agreement such as a description of the data to be
purchased and details of fee structures, delivery and support.
Optional phrases / clauses are enclosed in square brackets. These should be
read carefully and selected so as to be compatible with one another. Unused
options should be removed from the document.
This Data Purchase Agreement contains the following clauses:
1. Definitions and Interpretation
3. Supply of Data
4. Data Delivery Guarantee
5. Fees and Payment
6. Development and Testing
7. Data Use
8. Support and Assistance
9. Data Quality
11. Liability and Indemnity
12. Intellectual Property
14. Term and Termination
17. Force Majeure
19. Entire Agreement
20. No Waiver
21. Law and Jurisdiction
And the following schedules:
1. Data Specification
2. The Database
3. Delivery of Data
5. Liquidated Damages
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