ABSTRACT
Key Contractual Protections ☐ Include basic contractual protections common to all technology agreements
S Confidentiality S Limitation of liability S Termination rights
☐ Ensure the scope of the license is broad enough to include all intended uses, both those existing at the time the contract is signed and reasonably anticipated in the future
☐ Pre-negotiate fees for increasing the scope of the license ☐ Avoid overreaching audit rights
S Limit frequency of audits S Limit the type of records that can be reviewed S Limit the duration of the audit S Include protections relating to third party audits (e.g., require auditors to sign an NDA and to be mutually agreed upon by the parties)
S Limit costs recoverable for third party auditors S Reject requests from the vendor to recover internal personnel costs
☐ Warranties S Rights to grant the license S The vendor has no knowledge of infringement claims S Reasonable efforts to ensure timeliness and accuracy of data S Reasonable efforts to notify the customer of known errors in the data
☐ Include an indemnification against infringement claims based on the customer’s licensed use of the data
☐ Negotiate broad termination rights, including termination for convenience, wherever possible
☐ The contract should specify the manner and format of delivery for the data
☐ The customer should ensure it has the unilateral right to renew the contract for at least a few years
☐ The agreement should include price protection for the initial term and first few renewal terms
Data or data feed agreements are a special type of license agreement that involves access to a collection of data. That data is typically harvested by the vendor from various public sources. The data can relate to mapping data for real estate-related transactions, market data relating to the financial markets, data gleaned from public records (e.g., real estate transactions, business licenses, marriage licenses), or aggregated data harvested from user interactions with websites or search engine requests. The common thread is that the data is generally not created by the vendor, but merely collected or harvested from various public sources and then licensed as a package. In many instances, the vendor may have invested extraordinary time and money in creating the database.
