DATA USE AND NON-DISCLOSURE AGREEMENT
This Data Use and Non-Disclosure Agreement ("Agreement") is made and entered into as of today by and between Transparent California, a project of the Nevada Policy Research Institute ("NPRI"), with offices at 7130 Placid St, Las Vegas, Nevada ("Disclosing Party"), and "Recipient".
1. Purpose
Transparent California collects, standardizes, and publishes compensation data obtained through lawful public records requests from state and local government entities. This Agreement governs the Recipient's access to and use of data files prepared and provided by Transparent California ("Data Files"), solely for the purpose of research, reporting, academic analysis, or other non-commercial uses consistent with the public interest.
2. Nature of Data
The Data Files contain public information as defined by applicable open records laws, including but not limited to the California Public Records Act (Gov. Code § 6250 et seq.). Although the underlying data are public, the compilation, formatting, and organization of these data represent proprietary work product of Transparent California.
3. Permitted Use
The Recipient may:
• Use the Data Files exclusively for non-commercial purposes such as academic research, journalism, or policy analysis;
• Cite Transparent California as the source of the data in any publication or report;
• Store the data securely and restrict access to authorized personnel only.
4. Prohibited Uses
The Recipient shall not, without prior written consent from Transparent California:
• Sell, license, or otherwise distribute the Data Files or any portion thereof for profit or in connection with any commercial product or service;
• Post, host, or make the full datasets publicly available in raw or derivative form;
• Alter, remove, or obscure attribution to Transparent California;
• Use the Data Files in any manner that violates applicable privacy, labor, or data protection laws.
5. Fees
Any fees paid by the Recipient are solely for the preparation, formatting, and delivery of the Data Files—including staff time, data cleaning, and compilation—and not for the purchase or licensing of the underlying public data.
6. Confidentiality of Compiled Format
The Recipient acknowledges that while the raw data are public, the structure, selection, and arrangement of the Transparent California Data Files constitute proprietary intellectual effort. Recipient agrees to protect such formatting and not to replicate or reverse engineer Transparent California's database architecture.
7. Term and Termination
This Agreement shall commence on the Effective Date and remain in effect for one year, automatically renewing unless terminated by either party with written notice. Transparent California may terminate immediately upon any breach of Sections 3 or 4, and Recipient must destroy or return all Data Files upon termination.
8. Indemnification
Recipient agrees to indemnify and hold harmless Transparent California and NPRI from any claim, loss, or liability arising from Recipient's use or disclosure of the Data Files in violation of this Agreement.
9. No Warranty
The Data Files are provided "as is." Transparent California makes no representations or warranties, express or implied, regarding accuracy, completeness, or fitness for a particular purpose.
10. Governing Law and Venue
This Agreement shall be governed by and construed under the laws of the State of Nevada. Any dispute shall be resolved in the state or federal courts located in Clark County, Nevada.
11. Entire Agreement
This document constitutes the entire understanding between the parties and supersedes any prior oral or written agreements relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
