Data Purchase Contract Template

Data Purchase Agreement

TR.DB.03
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
2. Data
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
10. Warranty
11. Liability and Indemnity
12. Intellectual Property
13. Confidentiality
14. Term and Termination
15. Assignment
16. Notices
17. Force Majeure
18. Severance
19. Entire Agreement
20. No Waiver
21. Law and Jurisdiction

And the following schedules:

1. Data Specification
2. The Database
3. Delivery of Data
4. Fees
5. Liquidated Damages
6. Support

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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