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What is a Data Transfer Agreement?
A data transfer agreement (DTA) is a legal document that lays out the terms and conditions of sending or receiving personal data to another jurisdiction or organization. This agreement will include provisions for how data will be used and protected as a result of the transfer.
A data transfer agreement can be used when transferring data outside of the European Economic Area (EEA) to ensure appropriate safeguards are put in place before any personal information is transferred. Having agreements in place will help you with your compliance obligations under GDPR or other data privacy regulations around the world.
Common Sections in Data Transfer Agreements
Below is a list of common sections included in Data Transfer Agreements. These sections are linked to the below sample agreement for you to explore.
Data Transfer Agreement Sample
Exhibit 10.31
DATABASE TRANSFER AGREEMENT
THIS DATABASE TRANSFER AGREEMENT (this “Agreement”) is made and entered into this day of December , 2005 (the “Effective Date”) by and among , a Delaware (“Transferor”) and , a Delaware (“Transferee”). Any capitalized terms not defined herein shall have the meaning ascribed to such terms in the Distribution Agreement by and between Alloy, Inc. (“Alloy”) and dELiA*s, Inc. (“dELiA*s”) dated as of , 2005 (the “Distribution Agreement”)
WHEREAS, Transferor has collected, assembled and maintains a database which contains information on individual customers or prospective customers and may include navigational information, transactional information, including billing and credit information, and internet/email addresses, postal addresses, and/or other identifying information (the “Customer Data”);
WHEREAS, the Parties hereto have entered into that the Distribution Agreement to effect the separation of the merchandising and retail business from the other businesses conducted by Alloy and its Subsidiaries and the transfer of substantially all of the assets and liabilities related to the merchandising business, including stock and membership interests in certain Subsidiaries, to dELiA*s followed by the distribution of the stock of dELiA*s to Alloy’s shareholders;
WHEREAS, as a result of the Spinoff, Transferor will be wholly-owned and controlled by dELiA*s and Transferee will be wholly-owned and controlled by Alloy;
WHEREAS, the Alloy and dELiA*s, in connection with the Spinoff entered into that certain Media Services Agreement dated as of , 2005 (the “Media Services Agreement”) regarding, among other things, Alloy acting as agent for dELiA*s and its Subsidiaries for certain advertising purposes and the joint ownership of certain data;
WHEREAS, Transferor and Transferee currently share certain categories of the Customer Data and in contemplation of the Spinoff desire to jointly own all categories of the Customer Data except for credit card data (the “Profile Data”), subject to the limitations herein set forth; and
NOW THEREFORE, in consideration of the premises hereof, and the mutual obligations herein, the parties hereto, intending to be legally bound, hereby covenant and agree as follows:
1. Delivery of Profile Data by Transferor. No later than the Effective Date, Transferor shall deliver to Transferee complete copies of any and all Profile Data, in electronic form in a format used by the parties immediately in effect prior to the Effective Date. Along with such delivery, Transferor agrees to assign and hereby does assign to the Transferee an undivided and joint right, title and interest in and to such Profile Data, subject to the terms and conditions herein contained.
2. Application of Privacy Policy. The parties agree that the Profile Data is subject to certain limitations on subsequent use and dissemination (including Opt-Outs, as described below) in accordance with the privacy policy in effect at the time such Profile Data was provided. Each party agrees that it will use any Profile Data solely in accordance with the terms of such privacy policy and each party shall indemnify the other as set forth in this Agreement for any breach of the foregoing.
3. Error Corrections, Opt-Outs. The parties shall cooperate to correct any error(s) in the Profile Data that may materially impair the use or dependability of the Profile Data and/or identify and remove any Customer Data erroneously included in the Profile Data. Each party further agrees that it will honor any request received by current or prospective customer to restrict the disclosure or dissemination of the Customer Data identifying such customer (each an “Opt-Out”). Each party agrees to transmit to the other party on a daily basis any Opt-Outs it receives during the previous day in a format used by the parties in effect immediately before the Effective Date or otherwise mutually agreeable to both parties. Each party further agrees that that any such Customer Data shall be so restricted within a reasonable time after receiving the Opt-Out request and to negotiate in good faith with the other party any changes the processes and procedures followed by the parties in effect immediately before the Effective Date.
4. Enhancements. Each party shall advise the other party of any enhancements it makes to the Profile Data (“Enhancements”) and to the extent requested by such other party, the enhanced data will be shared with the requesting party in a form and format mutually acceptable to both parties in a commercially reasonable time frame. Along with such delivery, the sending party agrees to assign and hereby does assign to the receiving party an undivided and joint right, title and interest in and to such Enhancements, subject to the terms and conditions of this Agreement. To the extent that such Enhancements are shared between the parties, they shall be merged into and be considered part of the Profile Data.
5. Restrictions.
5.1 Restrictions upon Transferor. Transferor shall, and shall cause its Affiliates to, abide by the restrictions set forth below regarding the Profile Data:
(a) each shall be entitled to use any Profile Data in connection with the Company Business (as defined in the Media Services Agreement), provided that to the extent such Profile Data consists of Buyers and Requestors (as such terms are defined in the Media Services Agreement), each shall only use and transfer the Profile Data in a manner consistent with how it may use and transfer the Company Data as set forth in the Media Services Agreement and to the extent such Profile Data consists of Online Registrants (as set forth in the Media Services Agreement), each shall only use and transfer the Profile Data in a manner consistent with how it may use and transfer the Alloy Data as set forth in the Media Services Agreement.
5.2. Restrictions upon Transferee. Transferee shall and shall cause it Affiliates to, abide by the restrictions set forth below regarding the Profile Data:
(a) each shall be entitled to use any Profile Data in connection with the Alloy Business (as defined in the Media Services Agreement), provided that to the extent such Profile Data consists of Buyers and Requestors, each shall only use and transfer the Profile Data in a manner consistent with how it may use and transfer the
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Company Data as set forth in the Media Services Agreement and to the extent such Profile Data consists of Online Registrants, each shall only use and transfer the Profile Data in a manner consistent with how it may use and transfer the Alloy Data as set forth in the Media Services Agreement.
5.3. The restrictions set forth in this section 5 shall survive for a period of 2 years from the Effective Date.
6. Indemnification. Each party agrees to hold the other party and its Affiliates and their officers, directors, employees, agents and representatives harmless from any and all damaged (including reasonable attorney’s fees) incurred or related to the other party’s breach of any representation, warranty or covenant hereunder, provided that the Indemnified Party promptly notifies the Indemnifying Party in writing of the claim, and allows the Indemnifying Party to participate in the defense or any related settlement negotiations.
7. Limitations. The Transferee acknowledges that any collection and compilation of data, including the Profile Data, entails the likelihood of some human and machine errors, omissions, delays, interruptions, and losses, including inadvertent loss of data or damage to media, that may give rise to loss or damage. Accordingly, the Transferee agrees THAT EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN THE PROFILE DATA IS PROVIDED “AS IS”; TRANSFEROR MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, COMPLETENESS, OR CURRENTNESS OF THE PROFILE DATA; AND TRANSFEROR SPECIFICALLY DISCLAIMS ANY ADDITIONAL WARRANTIES, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TRANSFEROR SHALL NOT BE LIABLE ON ACCOUNT OF ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED BY TRANSFEROR’S NEGLIGENCE. THE TRANSFEREE AGREES THAT IN NO EVENT WILL TRANSFEROR BE LIABLE FOR THE RESULTS OF ITS USE OF THE PROFILE DATA, FOR ITS INABILITY OR FAILURE TO CONDUCT ITS BUSINESS, OR FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES.
8. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York as it applies to a contract made and performed in such state, without giving effect to its principles of conflicts of laws.
9. Modifications and Waivers. This Agreement may not be modified except by a writing signed by authorized representative of all parties. A waiver by a party of its rights hereunder shall not be binding unless contained in a writing signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on one (1) occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice or
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method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.
10. Further Assurances. Each of the parties hereto agrees that from time to time at the request of any of the other party hereto and without further consideration, it will execute and deliver such other documents and take such other action as such other party may reasonably request in order to fully effect the intent of this Agreement.
11. Assignment. This Agreement may not be assigned by a party hereto without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
IN WITNESS WHEREOF, the parties have executed and sealed this Agreement the day and year first above written.
Transferee |
Transferor | |||||||
By: |
By: | |||||||
Authorized Signature |
Authorized Signature | |||||||
Name |
Name | |||||||
Title |
Title | |||||||
Alloy, Inc. |
dELiA*s, Inc. | |||||||
By: |
By: | |||||||
Authorized Signature |
Authorized Signature | |||||||
Name |
Name | |||||||
Title |
Title |
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Reference:
Security Exchange Commission - Edgar Database, EX-10.31 5 dex1031.htm FORM OF DATABASE TRANSFER AGREEMENT, Viewed September 22, 2021, View Source on SEC.
Who Helps With Data Transfer Agreements?
Lawyers with backgrounds working on data transfer agreements work with clients to help. Do you need help with a data transfer agreement?
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Meet some of our Data Transfer Agreement Lawyers
Daehoon P.
Advised startups and established corporations on a wide range of commercial and corporate matters, including VC funding, technology law, and M&A. Commercial and Corporate Matters • Advised companies on commercial and corporate matters and drafted corporate documents and commercial agreements—including but not limited to —Convertible Note, SAFE, Promissory Note, Terms and Conditions, SaaS Agreement, Employment Agreement, Contractor Agreement, Joint Venture Agreement, Stock Purchase Agreement, Asset Purchase Agreement, Shareholders Agreement, Partnership Agreement, Franchise Agreement, License Agreement, and Financing Agreement. • Drafted and revised internal regulations of joint venture companies (board of directors, employment, office organization, discretional duty, internal control, accounting, fund management, etc.) • Advised JVs on corporate structuring and other legal matters • Advised startups on VC funding Employment Matters • Drafted a wide range of employment agreements, including dental associate agreements, physician employment agreements, startup employment agreements, and executive employment agreements. • Advised clients on complex employment law matters and drafted employment agreements, dispute settlement agreements, and severance agreements. General Counsel • As outside general counsel, I advised startups on ICOs, securities law, business licenses, regulatory compliance, and other commercial and corporate matters. • Drafted or analyzed coin or token sale agreements for global ICOs. • Assisted clients with corporate formations, including filing incorporation documents and foreign corporation registrations, drafting operating and partnership agreements, and creating articles of incorporation and bylaws. Dispute Resolution • Conducted legal research, and document review, and drafted pleadings, motions, and other trial documents. • Advised the client on strategic approaches to discovery proceedings and settlement negotiation. • Advised clients on employment dispute settlements.
Justin A.
I am an entrepreneurial lawyer in the Seattle area dedicated to helping clients build and plan for the future. I earned my law degree from the University of Chicago and worked in a top global law firm. But I found advising real people on legal issues far more rewarding. Reach out to discuss how we can work together!
Benjamin E.
Benjamin is an attorney specializing in Business, Intellectual Property, Employment and Real Estate.
Michael O.
A corporate and commercial attorney with experience in transactional legal services including corporate and finance transactions, mergers and acquisitions, real estate, commercial contracts, bankruptcy, restructuring, international business transactions and general counsel services. Additional background skills and experience include investment banking, financial analysis, and commercial litigation. Sectors covered include technology, media, franchises, and business services providers, from start-ups to medium and large enterprises.
Daliah S.
Daliah Saper operates a cutting-edge internet and social media law practice that regularly leads local and national media outlets to solicit her commentary on emerging internet law issues involving cyberbullying, sexting, catfishing, revenge porn, anonymous online defamation, domain name and user-name squatting, privacy, and the latest business decisions made by social media platforms such as Facebook, Twitter and YouTube. As a litigator Daliah represents companies bringing or defending business and intellectual property disputes. (She has argued cases in a number of jurisdictions including taking a case all the way to the Illinois Supreme Court.) As a transactional lawyer she helps clients choose the right business entity, drafts contracts and licensing agreements, advises on sweepstakes and contest rules, and ensures website terms of use and privacy policies are compliant, and provides comprehensive trademark and copyright counseling. Since founding Saper Law Offices in 2005, Daliah has been named a 40 Under 40 by Law Bulletin Publishing Co., a top Media & Advertising attorney by Super Lawyers Magazine 14 years in a row, and has been repeatedly recognized as a leading media and entertainment lawyer by Chambers and Partners. For the past eleven years, she also has taught entertainment and social media law at Loyola University Chicago School of Law.
August 22, 2021
Chris J.
I'm a business law generalist with over 24 years of experience, including as in-house General Counsel, as outside counsel through my own firm and as an attorney in an Am Law 100 law firm. My employers and clients uniformly appreciate my ability to (i) negotiate and close transactions quickly and effectively, and (ii) to make the complex simple. Among other things, I can efficiently assist you on entity formation, governance, and structure; HR issues; mergers and acquisitions; and the negotiation and drafting of all types of commercial contracts. I'm the proud recipient of multiple Martindale-Hubbell Client Distinction Awards given only to the top 5% of attorneys for quality of service.
August 23, 2021
Gregory W.
Strategic thinking business minded Outside General Counsel here to help you with your company. I have been able to help guide business owners from startup through series A, B, & C funding and ultimately IPO's. Regardless of your plans I am here to help you succeed as you grow your business.
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Data Transfer Agreement
New York
New companies databases is possible?
We're a US-based company with clients around the country. We help new, small and medium businesses to grow as well. Although, we do it through marketing and sales strategies. I was wondering if an attorney is able to sell databases of companies that have recently been created in the US. What we want to do is to help these companies to grow (to be on the map, so to speak) with our strategies. I can provide more details if required. Thanks in advance
Adjckwc B.
Business formation is public record in most states in the US. Delaware, Nevada, New Mexico, and Wyoming are exceptions. If you are looking for data on newly formed companies you can obtain the same from the Secretary of State. There are also many companies who offer data lists for sale. If you need a data transfer agreement we can assist with that as well.
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