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Database Licence Agreement Template for United States

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Key Requirements PROMPT example:

Database Licence Agreement

"I need a Database License Agreement for licensing our customer relationship management database to a U.S.-based marketing firm, with the license term starting March 1, 2025, including standard commercial terms and basic data protection provisions."

Document background
The Database License Agreement is essential for organizations seeking to formalize the terms under which proprietary databases can be accessed and utilized. This agreement is particularly crucial in the United States context, where database rights are primarily protected through copyright law and contractual mechanisms, unlike jurisdictions with sui generis database rights. It should be used whenever a database owner wishes to grant access to their database while maintaining control over its use and protecting their intellectual property rights. The agreement typically covers database access methods, permitted uses, technical requirements, security measures, and update procedures. It's especially relevant for situations involving commercial databases, research data, or proprietary information collections, and must comply with U.S. federal and state regulations regarding data protection, privacy, and sector-specific requirements.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses

2. Background: Context of the agreement, nature of the database, and general purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Database', 'Licensed Materials', 'Intellectual Property Rights', etc.

4. Grant of License: Scope of the license, including permitted uses, territory, and whether exclusive or non-exclusive

5. License Restrictions: Specific restrictions on use of the database, including prohibited activities and sublicensing limitations

6. Term and Termination: Duration of the license, renewal terms, and circumstances for termination

7. Fees and Payment: License fees, payment terms, and any ongoing maintenance fees

8. Data Protection and Security: Obligations regarding data security, confidentiality, and compliance with data protection laws

9. Intellectual Property Rights: Ownership of IP rights in the database and any derivative works

10. Warranties and Disclaimers: Warranties regarding database accuracy, availability, and disclaimer of liabilities

11. Indemnification: Mutual indemnification obligations for breaches and third-party claims

12. Limitation of Liability: Caps on liability and exclusions of certain types of damages

13. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

Optional Sections

1. Service Levels: Include when specific performance metrics for database availability and updates are required

2. Personal Data Processing: Required when the database contains personal data, detailing GDPR or other privacy law compliance

3. Technical Support: Include when ongoing technical support and maintenance services are part of the agreement

4. Database Updates: When regular updates to the database content are part of the service

5. Audit Rights: Include when the licensor needs rights to audit licensee's use of the database

6. Export Control: Required when the database contains data subject to export control regulations

7. Disaster Recovery: Include when business continuity and disaster recovery procedures are critical

8. Change Control: When formal procedures for changes to the database or terms are needed

Suggested Schedules

1. Database Specification: Technical specifications of the database, including content, structure, and format

2. Pricing Schedule: Detailed breakdown of license fees, usage charges, and payment terms

3. Service Level Agreement: Detailed metrics for database availability, performance, and support response times

4. Security Requirements: Specific security standards and protocols to be maintained

5. Authorized Users: List of authorized users or user categories and their access rights

6. Acceptable Use Policy: Detailed rules and guidelines for acceptable use of the database

7. Data Processing Requirements: Specific requirements for processing personal data if applicable

8. Migration Plan: Details of any data migration process and responsibilities

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































Clauses






























Relevant Industries

Technology

Financial Services

Healthcare

Research & Development

Education

Market Research

Publishing

Professional Services

Telecommunications

E-commerce

Manufacturing

Pharmaceutical

Insurance

Real Estate

Legal Services

Relevant Teams

Legal

Information Technology

Data Management

Information Security

Compliance

Risk Management

Procurement

Research & Development

Operations

Privacy

Technical Support

Business Development

Relevant Roles

Chief Technology Officer

Data Protection Officer

Legal Counsel

IT Director

Database Administrator

Chief Information Officer

Compliance Manager

Information Security Manager

Data Scientist

Privacy Officer

Contract Manager

Intellectual Property Counsel

Systems Architect

Technology Procurement Manager

Risk Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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