1. Parties
This DUA is entered into between [Hospital Legal Name] ("Data Provider") and [EchoReview AI Legal Entity] ("Recipient").
2. Purpose
The data is provided solely for the purpose of conducting a quality-improvement and product-validation pilot of Recipient's echocardiogram triage software. The pilot is not intended to inform individual clinical decisions.
3. Data Description
De-identified DICOM echocardiogram studies stripped of HIPAA Safe Harbor identifiers (45 CFR ยง 164.514(b)(2)), accompanied by optional non-identifying metadata (study date offsets, modality, indication code).
4. Permitted Uses
- Algorithm benchmarking against cardiologist ground-truth reads.
- Workflow validation and turnaround-time measurement.
- Internal product improvement and aggregate reporting.
5. Prohibited Uses
- Re-identification of any individual.
- Use of pilot outputs to direct clinical care.
- Re-disclosure to any third party except subcontractors bound by equivalent terms.
6. Security
Recipient will maintain encryption at rest (AES-256) and in transit (TLS 1.2+), role-based access controls, audit logging, and the technical safeguards described at /compliance.
7. Term & Termination
This DUA is effective for ninety (90) days and may be terminated by either party with thirty (30) days' written notice. Upon termination, Recipient will destroy or return all data within thirty (30) days.
8. Liability
Recipient's aggregate liability under this DUA is limited to direct damages and shall not exceed $10,000. Recipient disclaims all warranties; the software is provided AS IS for research purposes.
9. Governing Law
This DUA is governed by the laws of [State], without regard to its conflicts-of-law principles.
Disclaimer: This template is provided for convenience and is not legal advice. Both parties should have qualified counsel review and execute the final agreement.