DATA SHARING AGREEMENT

This Data Sharing Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE DATA PROVIDER] having registered office at [INSERT ADDRESS OF THE DATA PROVIDER] (hereinafter referred to as the “Data Provider” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE RECIPIENT], having registered office at [INSERT ADDRESS OF THE RECIPIENT] (hereinafter referred to as the “Recipient” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Data Provider” and the “Recipient” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Data Provider possesses some data and wants to share it with recipient for the purpose of [INSERT THE PURPOSE OF DATA SHARING].
2. The Parties have a mutual interest and intends to enter into this agreement to govern the sharing, use, and protection of such Data.
3. The Parties mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Data Sharing” refers to the Data that is being shared by both the parties as per the terms and conditions of this agreement.
   2. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. DATA TO BE SHARED
   1. Data provider agrees to share data with the Recipient the following Data; [INSERT THE TYPE OF DATA AND LIST ANY CATEGORIES THAT WILL BE SHARED].
   2. Recipient acknowledges that the data provided, is for the purpose as stated in this agreement and shall be used only as agreed upon, with strict adherence to the data protection applicable laws and regulations.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. EFFECTS OF TERMINATION
   1. Upon termination of this agreement, regardless of the reason:
      1. The Recipient shall stop using the shared data for any purpose.
      2. The Recipient shall promptly return or securely delete all shared data as directed by the Data Provider.
5. DATA SHARING OBLIGATIONS
   1. Data Provider represents and warrants that it has the necessary rights and permissions to share the data and that the data is accurate to the best of its knowledge at the time of sharing.
   2. Recipient shall use the shared data solely for the purpose stated in this Agreement and in compliance with applicable laws and shall implement appropriate data protection measures as outlined in this agreement.
   3. Parties shall cooperate with each other in the event of a data breach affecting the shared data.
6. CONFIDENTIALITY
   1. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Shared Data, and Parties will not (i) use the Shared Data for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the shared data to any third party without the prior written consent of an authorized representative of the other Party.
   2. Parties agrees to protect the confidentiality of the shared data in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Data.
   3. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of shared data and all authorized copies thereof.
7. DISPUTE RESOLUTION
   1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
   2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
8. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY OF APPLICABLE LAWS].
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
      1. By direct negotiations between the Data Provider and Recipient.
      2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF NEGOTIATIONS IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
9. DATA PROTECTION
   1. Recipient agrees to comply with all applicable data protection and privacy laws and regulations, including but not limited to [INSERT RELEVANT LAWS, SUCH AS DPDP, GDPR, CCPA, ETC.].
   2. Recipient shall implement appropriate technical and organizational measures to protect the shared data from unauthorized access, disclosure, alteration, and destruction. These measures shall be in accordance with industry best practices and the requirements of applicable data protection laws.
   3. Recipient agrees to use the shared data solely for the purpose stated in this Agreement. Any other use or processing of the data requires the written consent of the disclosing Party.
   4. In the event of a data breach that affects the shared data, and on discovering the breach, the Recipient shall promptly notify the Data provider, and both Parties shall cooperate to mitigate any potential harm and comply with the legal requirements for data breach notification
10. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Data Provider: [INSERT EMAIL ID OR/AND ADDRESS OF THE DATA PROVIDER]
       2. If to the Recipient: [INSERT EMAIL ID OR/AND ADDRESS OF THE RECIPIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
11. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
12. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Data Provider

Name: [INSERT NAME OF DATA PROVIDER/ SIGNING AUTHORITY]

Signature:

Date: [INSERT DATE OF SIGNING BY DATA PROVIDER]

Signed, sealed and delivered on behalf of Recipient

Name: [INSERT NAME OF RECIPIENT/ SIGNING AUTHORITY]

Signature: 

Date: [INSERT DATE OF SIGNING BY RECIPIENT]