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

1. Currency of the licensed data

2. Frequency and manner of updates for the data

3. Format in which the data is made available to the licensee 

4. Mechanism of delivery and retrieval

Description of authorized users and usage

1. Permitted number of users with access to the licensed data

2. Permitted data usage limits in terms of time, data, download speed, API calls etc.

Purpose, scope and restrictions on usage

1. Purpose and scope of data use

2. Restrictions or limitations on storage, access, or use of data

Privacy and security

1. Description of the nature and sensitivity of the data sets being licensed

2. Steps the licensee must take to protect the data

3. Licensee's potential liability in case of a data breach

Acknowledgement of rights

1. Acknowledgement by the licensee of the licensor's ownership or rights to the data

2. Representations and warranties by the licensor regarding their good title to the rights and their ability to license those rights

Data audit rights

1. Licensor's right to audit the licensee's use of licensed data and licensee's agreement to provide reasonable access to the auditors.