The Data License Agreement is essential for organizations operating in the UAE that need to formally license or share data with other entities. This document is particularly relevant given the UAE's growing digital economy and strict data protection requirements under Federal Decree-Law No. 45 of 2021. The agreement covers critical aspects such as data usage rights, territorial restrictions, security measures, and compliance with UAE privacy laws. It's commonly used in scenarios involving commercial data sharing, database licensing, or when organizations need to monetize their data assets while maintaining control over usage and distribution. The agreement must account for specific requirements if the data is processed in UAE free zones like DIFC or ADGM, or if it involves cross-border data transfers.
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1. Parties: Identification of the Data Licensor and Licensee, including full legal names, registration details, and addresses
2. Background: Context of the agreement, nature of the data, and general purpose of the licensing arrangement
3. Definitions: Detailed definitions of terms including 'Licensed Data', 'Intellectual Property Rights', 'Confidential Information', 'Permitted Purpose', and other key terms
4. Grant of License: Scope of the license, permitted uses, and any territorial or time limitations
5. License Fees and Payment Terms: Financial terms, payment schedule, and any usage-based fee calculations
6. Data Delivery and Format: Specifications for how the data will be delivered, technical formats, and delivery timeline
7. Data Protection and Security: Compliance with UAE data protection laws, security measures, and data handling requirements
8. Representations and Warranties: Warranties regarding data quality, ownership, and compliance with UAE laws
9. Confidentiality: Protection of confidential information and trade secrets
10. Term and Termination: Duration of the agreement and termination rights
11. Post-Termination Obligations: Requirements for data deletion or return upon termination
12. Liability and Indemnification: Limitations of liability and indemnification provisions compliant with UAE law
13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction specifications
1. Data Updates and Maintenance: Include when the license involves ongoing data updates or maintenance services
2. Audit Rights: Include when the licensor requires rights to audit the licensee's use of data
3. Sub-licensing Rights: Include when sub-licensing is permitted, specifying conditions and limitations
4. Data Migration: Include when specific data migration services are required
5. Service Levels: Include when specific service levels for data availability or quality are required
6. International Data Transfer: Include when data will be transferred outside the UAE
7. Change Control: Include when the data structure or format may need to change during the term
8. Force Majeure: Include when specific force majeure provisions related to data availability are needed
1. Schedule 1 - Licensed Data Description: Detailed technical description of the licensed data, including format, fields, and structure
2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment terms, and calculation methodologies
3. Schedule 3 - Technical Requirements: Technical specifications for data delivery, storage, and processing
4. Schedule 4 - Security Requirements: Specific security measures and protocols required for data protection
5. Schedule 5 - Service Levels: Detailed service levels and performance metrics if applicable
6. Appendix A - Data Processing Terms: Specific terms for data processing in compliance with UAE data protection laws
7. Appendix B - Authorized Users: List of authorized users or user categories and their access rights
8. Appendix C - Approved Sub-processors: List of approved sub-processors if data processing is involved
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Healthcare
Technology
E-commerce
Telecommunications
Real Estate
Education
Manufacturing
Energy
Professional Services
Government Services
Research and Development
Artificial Intelligence
Digital Media
Smart Cities
Insurance
Relevant Teams
Legal
Information Technology
Compliance
Data Governance
Information Security
Commercial
Risk Management
Business Development
Innovation
Digital Transformation
Procurement
Research and Development
Relevant Roles
Chief Technology Officer
Data Protection Officer
Legal Counsel
Compliance Manager
Information Security Manager
Commercial Director
Chief Data Officer
Privacy Officer
Licensing Manager
IT Director
Risk Manager
Business Development Manager
Data Governance Manager
Contract Manager
Technology Partnership Manager
Innovation Director
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