Business API Bridge Renewal

Business API Bridge Renewal

Parties and Identifying Information

Recitals

WHEREAS, Client and Service Provider previously entered into a written API Bridge Agreement or Master Services Agreement dated (the "Original Agreement") governing the provision, licensing, and support of certain API integration services; and

WHEREAS, the parties desire to renew and extend the Original Agreement on the terms and conditions set forth in this Business API Bridge Renewal (the "Renewal"), thereby continuing Provider's access provisioning, maintenance, data translation, and support obligations for the API Bridge to Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows.

Scope of Work

Provider shall continue to provide the API Bridge services described below and in any attachments or statement of work incorporated by reference. Services include, without limitation: maintenance of endpoints, authentication management, data mapping and transformation, monitoring, and reasonable support during Provider's published support hours.

Payment Terms

In consideration for the renewed services, Client shall pay Provider the fees as set forth below. Fees are exclusive of taxes unless otherwise stated; the paying party shall be responsible for any applicable taxes.

Term and Termination

The Renewal shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Renewal for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Additionally, either party may terminate for convenience upon days' prior written notice to the other party.

Termination shall not relieve Client of its obligation to pay for services performed and fees incurred through the effective date of termination, and sections that by their nature survive termination shall remain in effect.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes API keys, authentication credentials, data schemas, business and technical documentation, pricing, and non-public performance metrics.

The receiving party shall: (a) hold such Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein; and (c) use Confidential Information only to perform its obligations under this Renewal. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, that was rightfully known by the receiving party prior to disclosure, or that is independently developed without use of the other party's Confidential Information.

Upon termination or expiration, the receiving party shall promptly return or destroy the disclosing party's Confidential Information and certify in writing that it has done so, except for archival copies retained solely to comply with legal or regulatory recordkeeping requirements.

Representations, Compliance and Liability

Each party represents and warrants that it has the legal power to enter into and perform this Renewal. Provider represents that it will provide services in a professional manner consistent with industry standards. Each party shall comply with all applicable laws, regulations, and third-party terms in connection with performance under this Renewal.

Except as otherwise expressly set forth in the Original Agreement, neither party shall be liable for special, incidental, indirect, or consequential damages arising out of or relating to this Renewal, except to the extent such damages arise from willful misconduct or gross negligence.

Governing Law and Dispute Resolution

This Renewal shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The parties agree that the state and federal courts located in that jurisdiction shall have exclusive venue over any dispute arising out of or relating to this Renewal.

Entire Agreement; Amendment

This Renewal, together with the Original Agreement and any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral, regarding such subject matter. No amendment or modification of this Renewal is effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Renewal shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notice is effective when received.

Acknowledgement

Each signatory below represents and warrants that he or she is duly authorized to execute and deliver this Renewal on behalf of the party for which he or she signs.

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