Database Licence Agreement

Database Licence Agreement: License Access to Your Data on Clear Terms

A database licence agreement lets the owner of a database (the licensor) give another person or business (the licensee) permission to use it, on set terms. It defines the database, the rights granted, how the data can and can't be used, the fees, how long the licence lasts and what happens to the data when it ends. Robot Lawyer drafts your database licence agreement from your answers and frames it under the law of the country or state you choose. On the Verified plan, a legal professional checks it before you sign.

It is also known as a data licence agreement, a data licensing agreement or a database licence.

CONTENTS

What Is a Database Licence Agreement?

Data is valuable, and a database can take years and significant investment to build. A licence lets you earn from it, or share it with a partner, while keeping ownership and control. The licensee gets clear permission to use the data for an agreed purpose; the licensor sets the limits and keeps the right to enforce them.

UK only: databases can be protected by copyright and by a separate "database right". Under the Copyright and Rights in Databases Regulations 1997, database right protects a database where there has been a substantial investment in obtaining, verifying or presenting its contents. It generally lasts for fifteen years from the end of the year the database was completed or first made available to the public, and a substantial new investment can start a new term.

When Should You Use One?

• Selling access to data
  Market data, research datasets, directories, mailing lists or pricing data.
• Data partnerships
  Sharing data with a partner for a joint project or product.
• Software and platforms
  Licensing a dataset for use in an app, tool or AI model.
• Research and academia
  Allowing researchers to use a dataset under defined conditions.
• Internal group use
  Licensing data between companies in the same group.

If the database contains personal data, you will also need to think about data protection law. A separate data processing or data sharing agreement may be needed.

What's Included in Your Database Licence Agreement?

• The parties
  The licensor and licensee, with addresses.
• The database
  Its name, the type of data it contains and its intended use.
• The licence
  The rights granted, such as access, copying, extraction, modification or distribution.
• Exclusive or non-exclusive
  Whether the licensor can license the same rights to others.
• Permitted use and restrictions
  The purposes the database can be used for, and limits such as territory or number of users.
• Term
  When the licence starts and how long it lasts.
• Fees
  One-off payments, royalties or subscription fees, and when they are paid.
• Updates
  Whether the licensee will receive updates or new versions.
• Warranties
  Any promises about the accuracy, completeness or reliability of the data.
• Indemnities
  Whether either party will cover the other against claims, such as infringement claims.
• Confidentiality
  Obligations to keep the data or other information confidential.
• Ownership and termination
  The licensor keeps ownership, and what happens to the data when the licence ends.
• Governing law
  The country or state whose law applies.

Key Points to Consider

• Define the database precisely
  Say exactly which data, fields, versions and formats are covered, so there is no doubt about what is licensed.
• Be clear about extraction
  Say whether the licensee can download, copy or reuse substantial parts of the database, and whether it can combine the data with other data.
• Limit warranties sensibly
  Many licensors provide data "as is", or give only limited promises about accuracy. Licensees relying on data for important decisions may want more.
• Plan for the end
  Decide whether the licensee must delete the data, can keep data it has already used, or can continue using derived works.
• Personal data
  If the data identifies individuals, each party's data protection responsibilities must be set out, and the use must be lawful.

How It Works on Robot Lawyer

1. Answer the questions
   Tell us about the parties, the database, the rights granted, the fees and the terms you want.
2. Generate your agreement
   We draft a clear database licence agreement under the law you choose.
3. Get it verified
   On the Verified plan, a qualified legal professional checks the document within 24 hours and makes amendments where needed. See how our documents are verified.
4. Sign and share the data
   Both parties sign before the data is shared.

Robot Lawyer is a subscription. The Essentials plan is £13.99 a month, and the Verified plan, which includes verification of your finished document by a legal professional, is £24.99 a month. Both start with a 7-day free trial. See our pricing.

Database Licence Agreement FAQs

What is the difference between an exclusive and a non-exclusive licence?

With an exclusive licence, the licensor agrees not to license the same rights to anyone else, and sometimes not to use them itself. A non-exclusive licence lets the licensor license the database to as many people as it likes. Exclusive licences usually cost more.

Does the licensee own the data?

No. A licence is permission to use the database on the agreed terms. The licensor keeps ownership, and the licensee can only use the data as the agreement allows.

Can the licensee modify the database?

Only if the agreement allows it. Your agreement says whether the licensee can modify the database and who owns any changes or new material it creates.

What if the database contains personal data?

Data protection law will apply. The agreement should make clear each party's role and responsibilities, and you may need a separate data processing or data sharing agreement. Take advice if you're unsure.

Can I use this agreement outside the UK?

Yes. Your agreement is drafted under the law of the country or state you choose. Our lawyers are qualified in England and Wales and check documents for good practice, clear formatting and the law of England and Wales. They are not qualified in other countries' law, so if your agreement is governed by another country's law, we recommend having a local lawyer check it too.

Create a Verified Database Licence Agreement Online

License your data on clear terms in minutes. Related documents: Data Sharing Agreement, Data Processing Agreement (DPA) and Software License Agreement.