Data Sharing Agreement (GIS)
Open Data Policy Appendix C
CITY OF TEMPE, ARIZONA INFORMATION TECHNOLOGY DEPARTMENT DIVISION OF INTERNAL SERVICES
DATA SHARING AGREEMENT
Requester
Agency Name: Data User: Title: Address: Phone:
Data Provider
City of Tempe Department: Custodian: Title: Address: Phone:
1. PURPOSE
Upon written consent to the following conditions and restrictions, the City of Tempe (hereinafter “the City”) will provide access to the following data: describe data and purpose, as requested, to Arizona State University Facilities Development and Management (hereinafter “Requestor”).
Requestor certifies that data will be used solely within the parameters of this Agreement and solely for the purpose of research and/or analysis. Furthermore, Requestor acknowledges that all shared data will be subject to all applicable requirements regarding privacy and confidentiality that are described herein.
2. PERIOD OF AGREEMENT
The period of this Agreement shall be five (5) years from the date of signature below. The Agreement may be extended by execution of a new Agreement, or by execution of a written instrument in a form acceptable to the City acknowledging continued adherence to the terms of this Agreement. The City may terminate this Agreement upon its own option at any time. Requestor may terminate this Agreement upon its own option at any time as well, but only upon compliance with the terms of Section IV(f) of this Agreement.
3. DESCRIPTION OF DATA
[Detailed information concerning the data to be shared and exchanged]
4. TERMS OF AGREEMENT
Data provided by the City is subject to the following conditions and restrictions:
DATA ACCESS
Data provided by the City are solely for the original recipient’s internal use in the conduct of its daily business affairs;
No data may be reproduced or redistributed without the City’s prior written permission;
Access to the data provided by the City shall be exclusively for Requestor’s employees only. The term “employee” shall mean any person directly employed on a full-time or part-time basis by Requestor.
In certain circumstances, the City shall also allow third-party contractors retained by Requestor to access the data. Requestor shall require any third-party contractor hired to perform work that utilizes the data to agree to not use, reproduce, or redistribute the City’s GIS data for any purpose other than indicated in the applicable contract. Prior to granting any contractor access to the City’s data, Requestor will obtain written consent from the City. Upon completion of any work performed by the contractor, all copies of the City’s data must be returned to Requestor. The provisions of this paragraph apply in equal force to any independent contractor Requestor may choose to employ. Requestor shall provide any third-party contract with a copy of this signed agreement.
CONFIDENTIALITY
Requestor expressly acknowledges that the City considers the data subject to this Agreement to be confidential critical infrastructure information within the meaning of A.R.S. § 41-1801(2). Consequently, in accordance with the terms of A.R.S. § 37-178, the City requests that Requestor withhold the data from public discourse.
In the event that Requestor receives a request for access to the data, it shall either (1) refuse the request on the grounds that the data is protected from disclosure under the terms of A.R.S. §§ 37-178 and 41-1801; or (2) provide prompt notice of the request to the City so that the City may object to the disclosure in whatever manner it sees fit. Requestor agrees it will not share any of the data without express permission from the City or a court order compelling disclosure.
Requestor agrees to establish appropriate administrative, technical, and physical safeguards to protect the confidentiality of the data and to prevent unauthorized use or access to it.
To the extent any data or information exchanged under this Agreement is subject to any other Federal and/or State privacy or confidentiality laws, Requestor agrees to take appropriate steps to maintain the privacy and/or confidentiality of that data or information.
LIABILITIES AND LIMITATIONS FOR THE ACCURACY OF DATA PROVIDED
By signing this Agreement, Requestor shall become contractually bound by all provisions stated in this Agreement.
Although the City has verified the data to the best of its ability, the City makes no representations of any kind as to its complete accuracy, nor does it guarantee the complete accuracy of any digital data furnished. The City additionally makes no warranties of merchantability or fitness for a particular use, nor are such warranties to be implied, with respect to the data provided under this Agreement.
Requestor is responsible for understanding the accuracy limitations of all data provided. In particular, alterations and/or manipulation of the original data may adversely affect their accuracy, meaning, and design integrity.
Requestor agrees to hold the City and all its employees and agents harmless from any claim, suit, or proceeding arising out of the use of the data in accordance with this agreement, including indemnification of the City for reasonable expenses incurred in defending such claims.
PRODUCTION OF PRINTED OR DIGITAL MAPS, REPORTS OR PUBLICATION PRODUCTS USING DATA PROVIDED
Requestor may reproduce digital data layers in the form of a printed product provided that Requestor abides by this Agreement;
Any maps, reports, or publications created using the digital data provided by the City shall give credit to the City of Tempe GIS by using the following statement/disclaimer: “This (map/report/publications) was created using City of Tempe Geographic Information System digital data, but this is a secondary product which has not been verified or authorized by the City of Tempe.
Any maps, reports, or publications produced pursuant to the authority of this section remain subject to all terms of this Agreement, including the data access, confidentiality, and limitation of liability provisions above.
SHARING OF THE DATA WITH OTHER PERSONS OR ENTITIES
If at any time during the course of this Agreement, Requestor determines that it is necessary to share portions of the data with a person or entity not employed by Requestor, Requestor shall first request permission from the City before sharing any portion of the data, unless otherwise committed by this Agreement or as required by law. Any such request shall be in writing to the City to the Custodian identified above and shall specify the persons or entities Requestor wishes to share the data with and the reasons why such sharing of information is necessary. Commercial or revenue-generating uses of the City’s data shall not be considered a legitimate purpose for sharing data with a third party under this Agreement.
DISPOSITION OF DATA
At either (1) the termination of this Agreement, or (2) the conclusion of their use of any confidential information or data exchanged under this Agreement, Requestor and/or its agents agree to:
Destroy any hard copies containing confidential data;
Return all original electronic data subject to this Agreement to the City;
Delete or erase all copies of electronic data subject to this Agreement.
Provide a written acknowledgement to the City that Requestor has complied with this Section.
DATA SHARING COSTS
To the extent possible, the City agrees to provide Requestor reasonable access to the data free of charge. If the City is unable to provide Requestor reasonable access to the data free of charge, the City will provide Requestor with notice of the potential costs for access to the data, and Requestor agrees to bear those costs.
SIGNATURES
The undersigned hereby accepts and agrees to be bound by the terms and conditions set forth in this Agreement. The undersigned affirms that he/she has the authority to legally obligate Requestor to the terms of this Agreement.
NAME: ___________________________ TITLE: __________________________________
SIGNATURE: _____________________________ DATE: ____________________________
The undersigned hereby accepts and agrees to be bound by the terms and conditions set forth in this Agreement. The undersigned affirms that he/she has the authority to grant access to the data on behalf of the City.
NAME: ___________________________ TITLE: __________________________________
SIGNATURE: _____________________________ DATE: ____________________________
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