Data Sharing Agreement – 60 Decibels’ Lean Data Measurement Services

This Services Agreement (the “Agreement”) is made by and between 60 Decibels, Inc., a Delaware corporation (together with its affiliates, “60 Decibels”), and to you (the “Project Company” or “you”). 60 Decibels has contracted with its client (the “Client”) under funding from grantor (the “Grantor”) to provide Lean Data consumer data measurement services (the “Services”) to its Client. In performing the Services, 60 Decibels will collect data related to you. Each of 60 Decibels and Project Company may be referred to as a “Party,” or, collectively, as the “Parties.” In pursuance of the Services, the Parties hereby agree:

1. Data Measurement. In providing the Services, 60 Decibels will collect certain data and information from the Project Company and/or directly from Designated Individuals (as defined below), including data relating to social performance and/or customer behavior and feedback. You acknowledge that such Services would be valuable to you and hereby (i) authorize 60 Decibels to contact the Designated Individuals and collect the indicated data and information and (ii) represent and warrant that you have obtained all necessary consents and approvals for 60 Decibels to contact such Designated Individuals to collect the relevant data and information.
2. Cost.  The performance of the Services is funded by the grant awarded to the Client by the Grantor.  You have no obligation to pay 60 Decibels for the Services unless otherwise explicitly agreed in writing by you, nor will you receive any payment for entering into or performing the provisions of this Services Agreement.
3. Data Sharing and Data Aggregation.  You agree to facilitate any persons designated by 60 Decibels to interview and survey (i) officers, directors, employees, consultants or other agents and representatives of the Project Company and/or (ii) individuals who are consumers of or suppliers to the Project Company, as mutually agreed upon between 60 Decibels and the Project Company (such mutually agreed upon persons, the “Designated Individuals”), as applicable in the performance of 60 Decibels’ Services under this Agreement. The contact information provided by you pursuant to the foregoing will only be used by 60 Decibels in connection with their respective Services.
4. Communications, Meetings, and Visits.  Your cooperation is needed for 60 Decibels to perform their respective Services.  60 Decibels will be the project managers for the Services. You agree to be available for periodic meetings and phone calls with staff of 60 Decibels, as project manager, and any other person(s) designated by 60 Decibels to discuss the Services. You further agree to to fully cooperate with 60 Decibels to provide access to the information 60 Decibels may need in connection with the provision of their Services. 
5. Grant, Dissemination and Use of Information. 
   • Data Collected. We consider the data collected in the performance of the Services (the “Raw Data”) to be your Confidential Information (as defined below).  You hereby authorize 60 Decibels to use and reproduce the Raw Data collected by it (i) (a) to perform the Services, (b) for internal purposes or in any other additional manner that Client may consent to in writing in the future. 
   • You hereby authorize the Grantor, the Client and 60 Decibels to use and reproduce all Raw Data collected hereunder (i) to monitor the Services, data and work product, (ii) for internal purposes and (iii) publicly in an anonymous and aggregated fashion, in each case, for noncommercial purposes or for commercial purposes in accordance with the Global Access policy between Client and the Grantor (see http://globalaccess.gatesfoundation.org/ for further information about the Grantor’s Global Access policy). You acknowledge and agree that the Grantor may further publish and distribute the anonymized Raw Data pursuant to the Global Access policy between CLIENT and the Grantor (see http://globalaccess.gatesfoundation.org/ for further information about the Grantor’s Global Access policy).
   • The parties understand that the Raw Data provided by 60 Decibels under this Agreement may anonymize customer contact details where so requested by such respondent, or otherwise in its discretion.
   • Reports and Other Work Product. In connection with the Services, 60 Decibels may produce and deliver a report summarizing its conclusions (a “Report”). 60 Decibels will be the sole and exclusive owner and copyright proprietor of all rights and title in and to any Report or other work product generated by it in connection with the Services (collectively, a “Work Product”). 60 Decibels will provide you with a copy of its Report and hereby grants to you an irrevocable, perpetual, non-exclusive, non-transferable, worldwide license to use and reproduce the Report for any noncommercial purpose. 60 Decibels further hereby grants to the Grantor and the Client an irrevocable, perpetual, non-exclusive, non-transferable, worldwide license to use and reproduce any Work Product for noncommercial purposes; provided that the Grantor may further distribute any such Work Product resulting from the Services under a Creative Commons Attribution-NonCommercial-ShareAlike 4.0 International (CC BY-NC-SA) license. In each case, each party hereto agrees to attribute any Work Product to 60 Decibels, with such attribution language to be mutually agreed with 60 Decibels.
   • Techniques and Methodologies. Each party acknowledges that the techniques, methodology and questions used by 60 Decibels in the performance of the Services are the sole and exclusive property of 60 Decibels, and no party other than 60 Decibels shall obtain any right, title or interest in or to such techniques, methodology or questions by virtue of this Agreement or the performance of the Services, subject to Global Access.
   • Notwithstanding anything to the contrary, 60 Decibels may, from time to time, publicly disclose your name as a recipient of its Services (including listing your name in any relevant published database); provided that any public disclosure beyond your name, other than any disclosure required by law, will require your approval.
   • The Grantor will be a third-party beneficiary of this clause 5, and may enforce the provisions hereof as if a party hereto.
6. Confidentiality. Each party agrees that it will keep confidential, using a reasonable degree of care, all Confidential Information, subject to the permitted disclosures described in this Services Agreement.  “Confidential Information” means all non-public, confidential or proprietary information concerning a party (the “Protected Party”), including but not limited to its respective business and operations and, with respect to the Project Company, the contact information of individuals surveyed and the data collected in connection with the Services. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of any breach of this Services Agreement by the other party or any of its representatives; (b) is or becomes available to the other party from a source other than the Protected Party, provided that the source is not, and was not, actually known by the other party to be prohibited from disclosing the information to the other party by any pre-existing confidentiality obligation, (c) is or becomes available to the other party on a non-confidential basis prior to disclosure by the Protected Party, or (d) was or is developed by any of the representatives of the other party independently of and without reference to any Confidential Information communicated to the other party by the Protected Party.  For the avoidance of doubt, a party may disclose Confidential Information if and to the extent disclosure is required by applicable law. Each party agrees that no right or licence is granted to it by any other party in relation to the Confidential Information and that the Protected Party retains all rights, title and interest in its Confidential Information, subject to the provisions of clause 5 above.
7. Release and Indemnity. You agree to release, indemnify, defend and hold 60 Decibels harmless from and against any and all liability, loss, and expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of or resulting from, or that are alleged to arise out of or result from, the actions or omissions by you or of any of your officers, agents, employees in connection with this Services Agreement.
8. Termination of Services.  The Project Company may terminate the Services at any time upon thirty (30) days written notice. 60 Decibels may terminate the Services at any time with immediate effect, including but not limited to upon request or early termination by the Grantor, and 60 Decibels will discontinue providing the Services at their discretion. Upon termination, 60 Decibels will deliver a copy of all respective data collected in connection with the Services to the Project Company. Clauses 5 through 12 shall survive the termination or expiration of this Agreement.
9. Relationship of the Parties. Neither party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever. Each party is entering into this Services Agreement solely on its own behalf and each such party shall solely be severally liable for any breaches of this Services Agreement by such party. In no event shall any party be liable for breaches of this Agreement by any other party hereto.
10. Governing Law; Exclusive Jurisdiction. This Services Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles of such state and any disputes will be exclusively decided in the State or Federal courts located in the Borough of Manhattan in the County and State of New York.
11. Entire Agreement; Amendment.  This Services Agreement constitutes the entire agreement as among the Project Company, 60 Decibels and supersedes any prior oral or written agreements or communications between us regarding its subject matter.  The provisions of this Services Agreement are severable so that if any term or provision is found for any reason to be invalid, illegal, or unenforceable, such finding shall not affect the validity, construction, or enforceability of any remaining term or provision. This Services Agreement may be amended or modified only by a mutual written agreement of the parties.