Key Terms of a Data Licensing Agreement
The most important provisions specific to data licensing that you should keep in mind during negotiations are as follows:
Description of the licensed data
Currency of the licensed data
Frequency and manner of updates for the data
Format in which the data is made available to the licensee
Mechanism of delivery and retrieval
Description of authorized users and usage
Permitted number of users with access to the licensed data
Permitted data usage limits in terms of time, data, download speed, API calls etc.
Purpose, scope and restrictions on usage
Purpose and scope of data use
Restrictions or limitations on storage, access, or use of data
Privacy and security
Description of the nature and sensitivity of the data sets being licensed
Steps the licensee must take to protect the data
Licensee's potential liability in case of a data breach
Acknowledgement of rights
Acknowledgement by the licensee of the licensor's ownership or rights to the data
Representations and warranties by the licensor regarding their good title to the rights and their ability to license those rights
Data audit rights
Licensor's right to audit the licensee's use of licensed data and licensee's agreement to provide reasonable access to the auditors.