At Mozilla Foundation, we believe privacy-protecting research is essential to understanding harmful data practices at scale. This kind of access is foundational to maintaining trust—and to building better technology ecosystems.
Here's the problem: Online platforms typically set out contractual terms under which researchers are allowed to scrutinize them. Often, these terms actually hinder rigorous third party research, by preventing basic research practices—combining datasets, bringing new colleagues onto a project, submitting work for peer review, or publishing independently.
We decided to flip the script. We asked the data rights agency AWO to draft a prototype data sharing agreement which reflects user privacy and data security, and doesn't impose conditions that unnecessarily constrain research. The result is a model contract that both platforms and researchers can adapt. We believe it centers the realities of public-interest platform research while respecting user privacy and legitimate business interests.
If you're a public interest platform researcher, here are model data-sharing terms you adapt and can use right now..
We welcome contributions from platform researchers, data privacy and security experts, online platforms, and others with relevant expertise.
Download and adapt these model terms for your research needs, and contribute your adapted versions back to this repo.
To contribute: Fork, branch, and submit PRs
Public Data Access Programs, A First Look
These terms are maintained by Mozilla Foundation and AWO
Date: [[Day]{.mark}] [[Month]{.mark}] [[Year]{.mark}]
(1) [[PLATFORM]{.mark}]
(2) [[RESEARCHER(S)]{.mark}]
RESEARCH DATA SHARING AGREEMENT
CONTENTS
1. INTERPRETATION
2. REQUESTS FOR AND PROVISION OF PUBLIC DATA FOR RESEARCH
3. CHANGES TO RESEARCH
4. REPRESENTATIONS
5. MODES OF ACCESS AND ACCESS TOOLS
6. USE OF RESEARCH DATA
7. SHARING OF PERSONAL DATA
8. ONWARD SHARING
9. PUBLICATION OF RESEARCH FINDINGS
10. RECORD KEEPING
11. RESTRICTED INTERNATIONAL TRANSFERS
12. LICENSE AND USE
13. WARRANTIES
14. CONFIDENTIALITY
15. LIMITATION OF LIABILITY
16. NEW RESEARCHERS
17. TERM AND TERMINATION
18. NO WAIVER
19. REMEDIES CUMULATIVE
20. SEVERABILITY
21. ENTIRE AGREEMENT
22. ASSIGNMENT
23. NO PARTNERSHIP OR AGENCY
24. VARIATIONS
25. THIRD PARTY RIGHTS
26. NOTICES
25. GOVERNING LAW AND JURISDICTION
This Data Sharing Agreement (the "Agreement") is entered into on [[enter day, month and year]{.mark}] (the "Effective Date") by and between:
(1) [[Company name]{.mark}] of [[registered office address]{.mark}] (company number [[XXX]{.mark}]) (the "Platform"); and
(2) [[INDIVIDUAL RESEARCHER:]{.mark} [[Full name]{.mark}] of [[postal address]{.mark}].
[INSTITUTIONAL RESEARCHER:]{.mark} [[Institution name]{.mark}] of [[registered office address]{.mark}] ([[company/charity]{.mark}] number [[XXX]{.mark}])]
(the "Researcher(s)").
[[Drafting Note: Each relevant controller should enter into the Agreement. This is usually an institution but in some cases it could be an individual if they are a controller in their own right.]]{.mark}
RECITALS
(A) The Researcher(s) wish to obtain data from the Platform and the Platform has agreed to provide data for use in a specific research project, pursuant to Article 40(12) of the DSA. This Agreement sets out the terms and conditions governing the data sharing between Platform and the Researcher(s) for this purpose.
(B) [This Agreement includes European Union and United Kingdom standard contractual clauses in respect of cross-border transfers between the parties.]{.mark}
THEREFORE, in consideration of the promises each party makes to the other(s), which the parties acknowledge is sufficient consideration, each Researcher and Platform agree as follows:
- INTERPRETATION
The definitions and rules of interpretation in this clause apply in this Agreement.
Definitions:
"Access Period" has the meaning given to such term in clause 5.3;
"Affiliate" means in respect of a party, its subsidiaries, its holding companies and every subsidiary of each such holding company from time to time (and for this purpose "subsidiary" and "holding company" shall be construed in accordance with section 1159 of the Companies Act 2006) and any other entity agreed in writing by the parties as being an Affiliate in respect of a party;
"Authorised Personnel" means employees and office holders of a party to this Agreement and other persons acting under the authority of such a party and whom the party authorises to access Research Data, such as fellows or consultants;
"Confidential Information" means all information, other than personal data, in any medium or format (including written, oral, visual or electronic, and whether or not marked or described as "confidential"), together with any copies, which relates to a Researcher or Platform (the "Disclosing Party"), to its Group, or to its (or its Group members') employees, officers, customers or suppliers, and which is directly or indirectly disclosed by or on behalf of the Disclosing Party to the other (the "Receiving Party") under or in connection with this Agreement (or which is learnt or acquired by the Receiving Party in connection with this Agreement), whether before or after the date of this Agreement, and which would reasonably be regarded as confidential. Confidential Information shall not include (i) information (other than personal data) which is in the public domain other than as a result of a breach of this Agreement or any separate confidentiality undertaking between the parties; (ii) information which the Receiving Party received, free of any obligation of confidence, from a third party which was not itself under any obligation of confidence in relation to that information, whether before the date of its disclosure by the Disclosing Party or otherwise; or (iii) information which the Receiving Party can show by its written or other records was developed or created independently by the Receiving Party or any member of the Receiving Party's Group;
"Data" means Research Data and any other Confidential Information;
"Data Protection Legislation" means European Directive 2002/58/EC, the GDPR, the UK GDPR and all other applicable Laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities;
"Data Subject" has the meaning given in the GDPR in relation to any Personal Data included in any Research Data.
"Disclosing Party" means a party disclosing its Confidential Information to the Receiving Party;
"DSA" means Regulation (EU) 2022/2065 of the European Parliament and of the Council;
"EEA" means the European Economic Area;
"EU" means the European Union;
"GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council;
"Group" in relation to each party means that party and its Affiliates;
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, all other rights in the nature of copyright, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Protected Area" means, in the case of the transfer of personal data subject to GDPR, members states of the EU and the EEA and any country, territory, sector or international organisation in respect of which an adequacy decision under Article 45 of the GDPR is in force and, in the case of the transfer of personal data to which Data Protection Legislation of to the UK applies, the UK and any country, territory, sector or international organisation in respect of which an adequacy decision under Data Protection Legislation of the UK is in force;
"Public Data Request" has the meaning given to such term in clause 2.1;
"Purposes" means the purposes through which the Research Data is intended to contribute to achieving the aims of a Research Project;
"Quota" has the meaning given to such term in clause 5.4.1;
"Receiving Party" means a party receiving Confidential Information from the Disclosing Party;
"Research Data" means any data, in any medium or format, shared by the Platform with the Researcher(s) pursuant to this Agreement, which may include Personal Data, as defined in Article 4(1) of the GDPR and UK GDPR;
"Research Output" means any and all research, findings, results, analyses, conclusions, and other materials produced by the Researcher(s) derived from, based upon or including Research Data;
"Research Project" has the meaning given in clause 4.1;
"Research Publication" means any and all publications made by the Researcher(s) of Research Output;
"Restricted Transfer" means the transfer of personal data outside the relevant Protected Area;
"Standard Contractual Clauses" mean:
i. where GDPR is applicable to processing of personal data prior to transfer, the standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR, adopted by the European Commission under Commission Implementing Decision (EU) 2021/914 , including the text from the module one and not including any clauses marked as optional ("EU Standard Contractual Clauses");
ii. where Data Protection Legislation of the United Kingdom is applicable to processing of personal data prior to transfer:
a. the International Data Transfer Addendum to the EU Standard
Contractual Clauses, issued by the Information Commissioner and
laid before Parliament in accordance with s.119A of the Data
Protection Act 2018 on 2 February 2022 but, as permitted by
clause 17 of such addendum, the parties agree to change the
format of the information set out in Part 1 of the addendum so
that:
i. the details of the parties in table 1 shall be as set out
above (with no requirement for signature);
ii. for the purposes of table 2, the addendum shall be appended
to the EU Standard Contractual Clauses (including the
selection of modules and disapplication of optional clauses
as noted above)
("UK Standard Contractual Clauses"); and
"UK GDPR" means the GDPR as applicable as part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended).
-
Where these Clauses use terms that are defined in GDPR or UK GDPR, those terms shall have the same meaning as in GDPR and UK GDPR unless otherwise stated.
-
The clause and Annex headings are for convenience only and shall not affect the interpretation of this Agreement.
-
Any reference to a clause, Annex, paragraph or section is to a clause of this Agreement, Annex to this Agreement, or section of an Annex to this Agreement.
-
References to the singular include the plural and vice versa, and references to one gender include the other genders.
-
Any reference to persons includes natural persons, firms, partnerships, limited liability partnerships, companies, corporations, unincorporated associations, local authorities, governments, states, foundations and trusts (in each case whether or not having separate legal personality) and any agency of any of the above.
-
Any phrase introduced by the terms "including", "include", "in particular", "such as", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms.
-
Any reference to a statute, statutory provision or subordinate legislation (legislation) (except where the context otherwise requires): (i) shall be deemed to include any by-laws, licences, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made under that legislation; and (ii) shall be construed as referring to any legislation which replaces, re-enacts, amends or consolidates such legislation (with or without modification) at any time.
-
The Annexes form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes its Annexes.
-
Any reference to "writing" or "written" includes email.
-
Any reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated from time to time in accordance with its terms (in each case, other than in breach of the provisions of this Agreement).
-
REQUESTS FOR AND PROVISION OF PUBLIC DATA FOR RESEARCH
-
In the scope of this Agreement, the Platform shall provide the Researcher(s) with access to data which is publicly accessible in its online interface pursuant to Article 40(12) DSA in response to one or more Public Data Requests.
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The Platform shall provide the Researcher(s) with such information about its data and systems as is reasonably required to formulate Public Data Requests.
-
A Public Data Request shall be submitted in writing and in the form set out in Annexes IA and B. Upon acceptance by the Platform, the content of a Public Data Request shall be incorporated into this Agreement.
-
Within twenty-one (21) days following receipt of a duly completed Public Data Request, the Platform shall either:
-
Accept the Public Data Request and provide the requested data;
-
If necessary to determine whether any of the grounds for refusal in clause 2.7 apply, request clarifications or additional information from the Researcher(s); or
-
Refuse to provide the data with reasons, if one of the grounds in clause 2.7 applies.
-
-
If the Platform fails to respond to a Public Data Request within 21 days, the Request shall be deemed refused in breach of this Agreement.
-
Where possible, on acceptance of a Public Data Request, the Platform shall inform the Researcher of any volume or rate limits in Access Tools which will be necessary in the scope of the Research Project.
-
Permitted grounds for refusal by a Platform of a Public Data Request are limited to:
-
The requested data is not within the control of the Platform or, if it is, it is technically impossible to provide it in the form requested.
-
The Public Data Request and/or the research which it proposes are not consistent with Article 40(12) DSA.
-
The Platform is otherwise prevented from providing the requested data by applicable law or regulation.
-
-
If the platform refuses a Public Data Request, it shall identify the ground for refusal relied upon and explain in detail, in writing, and with specific application to the request in question, why the ground for refusal is made out.
-
-
CHANGES TO RESEARCH
- If, following acceptance of a Public Data Request, the Researcher(s)' plans for the use of the Research Data materially change, the Researcher(s) shall submit an amended Public Data Request in the manner set out in Clause 2, with changes from the original request clearly indicated. That new request may be accepted or -- if a permitted ground for refusal is made out -- refused, in which case the Researcher(s)' access to any data provided pursuant to the original request may be terminated by the Platform.
-
REPRESENTATIONS
-
The Research Data will be shared pursuant to this Agreement for the purposes of the research project(s) described in each Public Data Request using the form set out in Annex IA (the "Research Project(s)").
-
Research Projects are expected to contribute to the detection, identification and understanding of systemic risks in the European Union pursuant to DSA Article 34(1).
-
The Researcher(s) represent that:
-
They are independent from commercial interests;
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They are capable of fulfilling the data protection requirements applicable to the Public Data Request set out in Annex V;
-
The Research Data and the time frames requested in each Public Data Request are necessary for, and proportionate to, the purposes of the Research Project, and consistent with the principles of data minimisation and storage limitation; and
-
The expected results of the Research Project will contribute to the purposes of conducting research that contributes to the detection, identification and understanding of systemic risks in the European Union, as set out in DSA Article 34(1), and to the assessment of the adequacy, efficiency and impacts of the risk mitigation measures pursuant to DSA Article 35.
-
-
The Platform represents that:
-
As far as it is aware, the Research Data is complete, accurate and up-to-date;
-
If the Research Data, in the Platform's knowledge, is inaccurate or outdated, the Platform will inform the Researcher(s) and identify the inaccurate or outdated data or time period in the dataset; and
-
The Research Data consists of all the data in its control that is specified in the Public Data Request, subject to any Quota under clause 5.4.1.
-
-
-
MODES OF ACCESS AND ACCESS TOOLS
-
Access to Research Data shall be provided by the Platform to the Researcher(s) by means which are appropriately secure, such security being proportionate to the risks (if any) of sharing the Research Data for the purposes indicated in the Public Data Request. For the avoidance of doubt, provision of Research Data through a secure research environment or clean room shall not be a default requirement.
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The Platform shall make reasonable efforts to ensure that Research Data made available under this Agreement is accurate and, where necessary, kept up to date. If the Platform becomes aware that data which has been shared or made available is inaccurate or outdated, it shall inform the Researcher(s).
-
Access shall be provided for the period of time set out in Annex IB, (the "Access Period") unless extended by written agreement.
-
Where the Platform provides access to Research Data through its own (or a third party's) data access tools ("Access Tools"), such Access Tools shall permit access to Research Data for Authorised Persons:
-
At a volume and rate which enables the Research Project to be carried out, save only for such volume or rate limits in Access Tools as are necessary to the cost efficient operation and integrity of the Platform's systems. Minimum volume and rate levels for Access Tools may be mutually agreed between the Parties and recorded in Annex IB (the "Quota").
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Otherwise in a manner which renders the Research Project capable of being carried out without further approval by the Platform (including the ability to export and download raw data, access to relevant search operators and the ability to statistically analyse the data).
-
-
Researcher(s) use of Access Tools may be subject to additional terms and conditions that may be presented upon initial log-in or at any other time during use of the Tools where these are reasonably necessary for the protection of Personal Data, for maintaining the confidentiality, integrity and availability of the Research Data, or to protect the Platform's systems ("Terms of Use"). In the event of any conflict between the terms of this Agreement and the Terms of Use, the terms of this Agreement will prevail.
-
Nothing in this Agreement prevents the Researcher(s) from accessing data that is publicly accessible in the Platform's online interface via automated means such as data scraping.
-
The Researcher(s) shall remain accountable and responsible for all actions by the Authorised Personnel granted access to the Research Data and will ensure that Authorised Personnel comply with the requirements in this Agreement that are applicable to the Researcher(s) as if such Authorised Personnel were directly bound by this Agreement. In the event that a member of Authorised Personnel is no longer involved in the applicable Research Project or no longer requires access to the Research Data for any reason, the Researcher(s) will promptly notify the Platform and, if relevant, the Platform may terminate that person's access to the Research Data.
-
-
USE OF RESEARCH DATA
The Researcher(s) shall only use the Research Data for purposes reasonably related to the Research Project described in the related Public Data Request including but not limited to verification and replication of research results.
-
SHARING OF PERSONAL DATA
-
Insofar as the Research Data includes Personal Data, the parties shall comply with Data Protection Legislation in relation to the sharing of Research Data and the subsequent processing of such Research Data. In particular, the Researcher(s) shall implement appropriate technical and organisational measures to ensure the security of any Personal Data, including protection against a personal data breach. In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject.
-
The parties are independent controllers for the purposes of the GDPR and UK GDPR, and each party is therefore responsible for its own compliance with the GDPR and UK GDPR.
-
-
ONWARD SHARING of research data
-
The Researcher(s) may only share with third parties (other than competent authorities) all or part of the Research Data as required by law or under the following conditions:
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The third party makes the representations in clauses 4.3.1 and 4.3.2 to the Researcher(s) in writing;
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The sharing is reasonably necessary for the Research Project including, but not limited to, verification and replication of research results; and
-
The Research Data (or part thereof) which has been shared is deleted by the third party once the purpose described in clause 8.1.2 is fulfilled.
-
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Nothing in this Agreement shall prevent the Researcher(s) from sharing Research Data, including personal data, with Digital Services Coordinators or the European Commission, or other competent authority provided that this sharing has the purpose of assisting these authorities with the detection, identification and understanding of systemic risks in the Union, as set out pursuant to DSA Article 34(1), and to the assessment of the adequacy, efficiency and impacts of the risk mitigation measures pursuant to DSA Article 35, or as otherwise required by law.
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PUBLICATION of RESEARCH FINDINGS
-
The Researcher(s) agrees to use reasonable efforts to provide the Platform with a copy of each Research Publication at least seven (7) days before its publication. This timeframe may be extended, upon written agreement of the parties at the time of signing this Agreement or by subsequent amendment, if the nature of the Research Project or of the Research Data justifies an in-depth review, for the purposes of ensuring the protection of the rights and interests of Data Subjects, and/or protecting the Platform against serious and significant security threats.
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The Platform will not have any editorial discretion or input in any Research Publication. In addition, the Platform will not have any intellectual property rights in or to be affiliated with or credited in any Research Output or Research Publication including, without limitation, any recommendations or conclusions included therein.
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The Researcher(s) may reference the Platform as the source of the Research Data obtained. The Researcher(s) may not otherwise through its Research Outputs or Research Publications infringe any of the Platform's Intellectual Property Rights.
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The Platform may not use or publish any Research Output or Research Publication without the Researcher(s)'s express, prior written permission, unless these are available under an open research framework.
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RECORD-KEEPING
-
The Researcher(s) shall maintain such records as are reasonably required to be able to demonstrate compliance with their obligations under this Agreement, including their obligation to process and Personal Data shared pursuant to it in compliance with the Data Protection Legislation.
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Platforms may request sight of the records referred to in Clause 10.1 insofar as strictly necessary to satisfy themselves of the Researcher(s) compliance with this Agreement where the Platform has reasonable grounds to suspect non-compliance, or otherwise to comply with their legal obligations.
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RESTRICTED INTERNATIONAL TRANSFERS
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In the event of a Restricted Transfer from the Platform to the Researcher(s) or from the Researcher(s) to third parties (as permitted under clause 8.1), each Researcher and the Platform agree to comply with the obligations set out in the Standard Contractual Clauses (where such Restricted Transfer would be unlawful under Data Protection Legislation without such Standard Contractual Clauses being in place) as though they were set out in full in this Agreement with the data exporter and data importer as the parties and with the parties' signatures and dating of the Agreement being deemed to be the signature and dating of the Standard Contractual Clauses.
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For the purposes of the EU Standard Contractual Clauses the following shall apply:
-
Clause 17 (Governing law): [[insert]{.mark}]; and
-
Clause 18 (Choice of forum and jurisdiction): [[insert]{.mark}]. [[Note: the governing law and jurisdiction here should be those in which the Researcher(s) are a resident (if an individual) or registered (if an institution)]]{.mark}
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LICENCE AND USE
-
Without the prior written authorisation of the Platform, the Researcher(s) shall not sell, rent, or commercially exploit any Research Data, or any portion or derivative thereof (including any data models derived therefrom), to any third party for any purpose whatsoever, save as permitted by law.
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To the extent any Data is disclosed in connection with this Agreement, upon the disclosure of such Data, the Platform grants a non-exclusive, royalty-free, non-transferable licence to the Researcher(s) to use any Intellectual Property Rights subsisting in or related to the disclosed Data as is reasonably necessary for the Researcher(s) to achieve the specific aims of the Research Project as set out in Annex IA to exercise any rights or fulfil any obligations of the Researcher(s) under this Agreement. Each aforementioned licence shall terminate automatically upon the earlier of: (i) the end of the Access Period; or (ii) the Researcher(s) ceasing to be a party to this Agreement or upon the termination of the Researcher(s)'s rights under this Agreement.
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WARRANTIES
Mutual warranties
-
Each party (unless a natural person) represents, warrants and undertakes that it is duly incorporated and validly existing under the Laws of the jurisdiction of their registered office address.
-
Each party represents, warrants and undertakes that it has the requisite power, right and authority to enter into and perform its obligations under this Agreement, and this Agreement, when executed, will constitute valid, lawful and binding obligations on it, enforceable in accordance with its terms.
Exclusion of implied warranties
- The express terms and conditions of this Agreement will apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise (including implied undertakings of satisfactory quality and fitness for purpose), all of which are excluded to the fullest extent permitted by law.
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CONFIDENTIALITY
-
Each Receiving Party shall only use and disclose (including making copies of) Confidential Information in connection with and to the extent necessary for the purposes of this Agreement and in connection with and for the furtherance of Research Projects and as permitted by clauses 14.2 and 14.3.
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The Receiving Party may disclose any Confidential Information to any regulator, law enforcement agency or other third party if it is required to do so by law, regulation, or similar authority. In those circumstances the Receiving Party shall (to the extent practical and lawful to do so) notify the relevant Disclosing Party in writing as soon as practicable before the disclosure and use all reasonable endeavours to consult with the relevant Disclosing Party with a view to agreeing the timing, manner and extent of the disclosure.
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To the extent that any other provision of this Agreement contains restrictions or limitations on the processing of personal data which goes beyond clauses 14.1 or 14.2 then the relevant other provision of this Agreement shall prevail.
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Each party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other party of the provisions of this clause 14. Accordingly, it is agreed that any party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this clause 14 by the other party, without prejudice to any other rights and remedies which that first party may have.
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LIMITATION OF LIABILITY
-
Nothing in this Agreement shall operate so as to exclude or limit the liability of either party to the other for:
-
[[death or personal injury arising out of negligence;]{.mark}
-
[fraud or fraudulent misrepresentation; or]]{.mark}
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any [other] liability that cannot be excluded or limited by law.
-
-
[15.1.1 and 15.1.2 are UK-specific. Ideally, consult local advice on this clause or - if not possible - include only the wording in 15.1.3]{.mark}
- Each party shall be liable to the other party/ies for any damages it causes the other party/ies by any intentional or negligent breach of this Agreement. Neither party shall be liable to the other for any amount exceeding EUR 100,000 (inclusive of any legal costs if applicable) in total for all breaches of this Agreement.
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NEW RESEARCHERS
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An additional Researcher involved in the Research Project (a "New Researcher") shall automatically become a party to this Agreement and be bound by the terms of the Agreement if, and once, both of the following conditions are fulfilled:
-
the New Researcher entity wishing to become a party has validly signed the relevant Declaration of Accession in the form of Annex II; and
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the signed Declaration of Accession has been accepted by Platform and the other parties to this Agreement hereby authorise Platform to do this at its reasonable discretion.
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TERM and TERMINATION
-
This Agreement commences on the Effective Date and continues for as long as Research Data is shared between any Researcher and Platform in connection with the Research Project.
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Either party shall promptly inform the other(s) if it is unable to comply with this Agreement, for whatever reason.
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In the event that the Researcher(s) is in breach of this Agreement or unable to comply with this Agreement, the Platform may notify the Researcher(s) of its intention to suspend access to the Research Data. The Researcher(s) shall then have seven (7) days from the Platform's notice to rectify the breach, after which the Platform will be entitled to suspend access to or require deletion of the Research Data shared with the Researcher(s).
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The Platform shall be entitled to terminate this Agreement where:
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The Researcher(s) no longer meets the conditions in Article 40(8)(b) to (e);
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The Platform has suspended the transfer of Research Data to the Researcher(s) pursuant to clause 17.3 and compliance with this Agreement is not restored within a reasonable time and in any event within one month of suspension;
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The Researcher(s) is in material or persistent breach of this Agreement; or
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The Researcher(s) fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under this Agreement.
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Upon termination or expiration of this Agreement:
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any Research Data that has been shared shall, if required by the Platform, immediately be returned or deleted in its entirety. In case of local laws applicable to Recipient that prohibit the return or deletion of the Research Data, the Researcher(s) will continue to ensure compliance with this Agreement and will only use the Research Data to the extent and for as long as required under that local law;
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Receiving Party shall return or destroy, and (in each case) make no further use of Disclosing Party's Confidential Information (except the Platform may retain reasonable professional records of the Researcher(s)'s and its Authorised Personnel's access to Research Data and shall be entitled to retain the Researcher(s)'s Confidential Information for the purposes of internal audit, litigation and/or to comply with applicable Laws);
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any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiration, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
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any provisions which are necessary for the interpretation or enforcement of this Agreement shall continue in force notwithstanding termination.
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- NO WAIVER
The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If a party waives a right, power or remedy arising as a result of a breach of any provision of this Agreement, this shall not operate as a waiver of any right, power or remedy arising as a result of any subsequent breach of that provision or any other provision of this Agreement, which will instead require a variation to this Agreement in accordance with clause 24.
- REMEDIES CUMULATIVE
The rights, powers and remedies provided in this Agreement are (except as expressly provided) cumulative, and not exclusive of, any rights, powers and remedies provided by law or otherwise.
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SEVERABILITY
-
If any provision, or part of a provision, of this Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of the provisions of this Agreement shall not be affected, unless otherwise required by operation of applicable law.
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The parties shall use reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to this Agreement which may be necessary in order to achieve, to the greatest extent possible, the same commercial effect as would have been achieved by the provision, or part-provision, in question and with no fundamental change to the bargain between the parties.
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ENTIRE AGREEMENT
-
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, arrangements, promises, undertakings, proposals, warranties, representations and understandings between them at any time before their respective signature ("Pre-Contractual Statements"), whether written or oral, relating to its subject matter.
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Each party acknowledges that in entering into this Agreement, it does not rely on any Pre-Contractual Statement made by or on behalf of the other party (whether made innocently or negligently) in relation to the subject matter of this Agreement, other than those which are set out expressly in this Agreement.
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Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on, and hereby waives all rights and remedies which might otherwise be available to it in relation to, any Pre-Contractual Statements.
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Nothing in this clause shall limit or exclude the liability of either party arising out of any pre-contractual fraudulent misrepresentation or fraudulent concealment.
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ASSIGNMENT
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The parties may not assign, novate or otherwise transfer or dispose of any of its rights or obligations under this Agreement.
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To the extent the performance of any of its obligations under this Agreement are sub-contracted, the party appointing the sub-contractor will be responsible for any acts and omissions of its sub-contractors as if they were that party's own acts or omissions.
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NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to, or shall be deemed to, establish or constitute any partnership or joint venture between the parties, create a relationship of principal and agent for any purpose between the parties, or authorise either party to make or enter into any commitments for or on behalf of the other party.
- VARIATIONS
No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the parties or by their duly authorised representatives.
- THIRD PARTY RIGHTS
Except as explicitly provided in this Agreement, or in applicable Standard Contractual Clauses in relation to them, a person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
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NOTICES
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Any notice given to a party under or in connection with this Agreement shall be in writing by email.
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This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
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GOVERNING LAW AND JURISDICTION
[[Note: the governing law and jurisdiction here should be those in which the Researcher(s) are a resident (if an individual) or registered (if an institution)]{.mark}]
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Except as provided for in applicable Standard Contractual Clauses in relation to the Standard Contractual Clauses, this Agreement , and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of [[governing law]{.mark}][[Note: ensure that the chosen governing law allows contractual third party rights]]{.mark}.
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Except as provided for in applicable Standard Contractual Clauses in relation to the Standard Contractual Clauses, each party irrevocably agrees that the courts of [[jurisdiction]{.mark}] shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement entered into under it, or their subject matter or formation.
AS WITNESS this Agreement has been signed by or on behalf of the parties by their authorised representatives.
For and on behalf of each Researcher:
Name and Title:
Position:
Signature:
Date:
For and on behalf of Platform:
Name and Title:
Position:
Signature:
Date:
[FORM OF PUBLIC DATA REQUEST]
[ANNEX IA: RESEARCH PROJECT AND DATA REQUESTED]
A. Description of the research project(s) for which Research Data will be shared pursuant to this Agreement (the "Research Project") and its aims
[[insert]{.mark}]
B. Detail of why the Research Project is expected to contribute to the detection, identification and understanding of systemic risks in the European Union pursuant to DSA Article 34(1)
[[insert]{.mark}]
[[The detail here should clearly set out how the research will contribute to the detection, identification and understanding of systemic risks in the European Union stemming from the design or functioning of the Platform's service and its related systems, including algorithmic systems, or from the use made of its services. The relevant risks include:]{.mark}
[the dissemination of illegal content through the Platform's services;]{.mark}
[any actual or foreseeable negative effects for the exercise of fundamental rights, in particular the fundamental rights to human dignity enshrined in Article 1 of the Charter of Fundamental Rights of the EU, to respect for private and family life enshrined in Article 7 of the Charter, to the protection of personal data enshrined in Article 8 of the Charter, to freedom of expression and information, including the freedom and pluralism of the media, enshrined in Article 11 of the Charter, to nondiscrimination enshrined in Article 21 of the Charter, to respect for the rights of the child enshrined in Article 24 of the Charter and to a high-level of consumer protection enshrined in Article 38 of the Charter;]{.mark}
[any actual or foreseeable negative effects on civic discourse and electoral processes, and public security;]{.mark}
[any actual or foreseeable negative effects in relation to gender-based violence, the protection of public health and minors and serious negative consequences to the person's physical and mental well-being.]{.mark}]
C. Detail of why the Research Data sharing is necessary to achieve the aims of the Research Project (the "Purposes")
[[insert]{.mark}]
D. Disclosure of the funding for the Research Project
[[insert]]{.mark}
[ANNEX IB: PROPOSALS FOR DATA SHARING, SECURITY ETC.]
A. Description of data to be shared by Platform (the "Research Data")
[[Describe, at a high level, the Research Data -- in terms of nature, volume, format, etc]]{.mark}
B. Categories of data subjects whose personal data is to be shared (if any)
[[List the categories of data subjects whose data is expected to be in the Research Data, e.g. users of X services of the Platform, including/excluding users known to be or who should reasonably be known to be under 18...]]{.mark}
C. Will the dataset include Special categories of personal data (as defined under GDPR and UK GDPR Article 9)?
[[Yes/No/Possibly]{.mark}]
[[If Yes or Possibly, list the expected types of special categories data (personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person)]]{.mark}
D. Proposed or agreed mode of sharing or access & security protocols for Access Tools
[[Describe how data will be shared -- e.g. a download or through Access Tools. Where sharing modalities are determined by security of processing requirements, these should be reasonable and proportionate in relation t the specific Research project.]]{.mark}
E. Frequency of the transfer and/or refresh of any Data Access Tools
[[Describe refresh obligations, in terms of frequency at which the Research Data must be refreshed or updated, both in the Secure Research Environment and in any dataset downloaded or exported by the Researcher(s). These should be reasonable in light of (1) data protection requirements and (2) accuracy and usefulness of the Research Project]]{.mark}
F. Quota
[[X queries per second per IP address or other metric]{.mark}]
G. Period for which the Researcher(s) is permitted to retain the Research Data, or for which they will have access to any Data Access Tools
[[Dates/Until conclusion of the Research Project]{.mark}]
[[This can be determined by a time period after conclusion of the Research Project, or by occurrence of a certain event, e.g. acceptance of the Research Output in a publication]]{.mark}
ANNEX II: FORM OF DECLARATION OF ACCESSION
DECLARATION OF ACCESSION
This Declaration of Accession by [[insert legal name of new Researcher]{.mark}] of [[registered office address]{.mark}] (the "New Researcher") pursuant to the Data Sharing Agreement dated [[date]{.mark}] ("Data Sharing Agreement") is made effective as of [[date]{.mark}] (the "Accession Date").
(a) The New Researcher confirms it has been provided with an up-to-date and full copy of the Data Sharing Agreement including its Annexes, as may have been amended from time to time.
(b) The New Researcher agrees to be party to the Data Sharing Agreement and be bound by its provisions and comply with the terms of the Data Sharing Agreement as a party with effect as from the Accession Date as if it had been a party to it on its date of execution, subject to this Declaration of Accession being accepted by [[insert legal name of Platform]{.mark}] ("Platform").
(c) The governing law and jurisdiction provisions in the Data Sharing Agreement also apply to this Declaration of Accession.
For and on behalf of New Researcher:
Name and Title:
Position:
Signature:
Date:
The accession of the New Researcher to the Data Sharing Agreement as set forth above is accepted by Platform pursuant to clause 17.1.2 of the Data Sharing Agreement, causing the New Researcher to be a party to the Data Sharing Agreement as set out above as of the Accession Date:
For and on behalf of Platform:
Name and Title:
Position:
Signature:
Date: