Business API Change

Business API Change Agreement

Recitals

WHEREAS, Client operates business processes that rely upon Vendor application programming interfaces (“APIs”) for integration of services and data exchange; and

WHEREAS, Vendor develops, maintains and controls the API implementations and periodically issues changes, updates and version upgrades; and

WHEREAS, the parties desire to document the scope, schedule, responsibilities and terms under which a specific API change will be implemented and accepted by the parties.

Change Identification

Change Title:

Effective Date:

Current API Version:    Proposed New Version:

Scope of Work

Describe the change, including endpoints, data model changes, expected behavioral differences, and any migration steps. Include impacted modules and dependencies.

Implementation Plan and Risk

Impacted Systems / Services:

Rollback Plan:

Testing and Acceptance Criteria:

Change Type: Breaking Non-breaking

Risk Level: Low Medium High

Scheduling

Scheduled Maintenance Window Start: Time:

Scheduled Maintenance Window End: Time:

Payment Terms

Payment Amount:

Payment Schedule / Milestones:

Late Payment Fee:

Term and Termination

Term Start Date:

Term End Date:

Termination Notice Period (days):

Either party may terminate this Agreement for material breach that remains uncured for the notice period above, or immediately upon insolvency or cessation of business operations.

Confidentiality

Each party shall treat as confidential and shall not disclose to any third party any information designated as confidential or that by its nature is reasonably understood to be confidential, including API specifications, authentication credentials, non-public business data and security-related details. Confidential information shall be used solely for performance of this Agreement.

Exceptions: Confidential obligations shall not apply to information that is (a) publicly known through no fault of the recipient, (b) rightfully received from a third party without obligation of confidentiality, or (c) independently developed without use of the disclosing party's confidential information. Confidentiality obligations survive termination for years.

Notices and Contacts

Representations and Warranties

Each party represents that it has full corporate power and authority to enter into this Agreement and to perform its obligations. Vendor warrants that the change will be performed in a professional manner consistent with industry standards and that it will use reasonable efforts to avoid downtime beyond the scheduled window.

Limitation of Liability

Except for indemnification for third-party claims arising from gross negligence or willful misconduct, and for breach of confidentiality, neither party shall be liable for consequential, special or punitive damages. The aggregate liability of each party for any claim arising out of this Agreement shall be limited to the total amounts paid under this Agreement in the six (6) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to its conflict of laws principles. The parties agree to seek resolution of disputes in good faith and may pursue remedies in courts of competent jurisdiction within that State.

Entire Agreement

This Agreement, together with any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and agreements, whether written or oral. Any amendment must be in writing and executed by authorized representatives of both parties.

Execution

The parties below certify that they are authorized to bind their respective organizations and that they accept and agree to the terms of this Business API Change Agreement.

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