Business API Expansion Package

Business API Expansion Package

Client Name:    Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client operates a commercial software platform and requires expansion of certain application programming interface capabilities to support increased transaction volume, additional endpoints, and enhanced authentication and telemetry; and

WHEREAS, Provider has the technical expertise, personnel, and resources to perform the design, development, testing, deployment, and maintenance services necessary to implement the Business API Expansion Package under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other material provisions governing the parties' respective rights and obligations with respect to the API expansion work.

SCOPE OF WORK

Provider shall perform the services described below in accordance with the timelines and acceptance criteria set forth in this Agreement.

DELIVERABLES AND MILESTONES

The parties agree the work shall be delivered in the following milestones. Each milestone is subject to Client acceptance testing as set forth in the Acceptance section below.

Acceptance: Client will have ten (10) business days from delivery of each milestone to perform acceptance testing. If Client provides written notice identifying material deficiencies, Provider shall have a reasonable cure period not to exceed fifteen (15) business days to correct such deficiencies. Acceptance shall be deemed granted if Client does not provide timely written notice of rejection.

PAYMENT TERMS

Invoices are due within days of invoice receipt. Late payments shall incur interest at % per month or the maximum rate permitted by law, whichever is lower, calculated from the date payment was due until paid in full.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the Completion Date identified below, unless earlier terminated in accordance with this section.

Start Date:    End / Completion Date:

Either party may terminate this Agreement for any reason upon days' prior written notice. Either party may terminate immediately for material breach if the breach remains uncured thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Provider for work performed and accepted through the termination date and any non-cancellable commitments made in good faith.

CONFIDENTIALITY

Each party (the "Receiving Party") agrees that it shall hold in confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") that is marked confidential or would reasonably be understood to be confidential under the circumstances ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Obligations of confidentiality shall survive termination for a period of years, or as required by applicable law with respect to trade secrets.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use any Provider-created deliverables solely for Client's internal business purposes. Provider retains all right, title, and interest in pre-existing materials, tools, libraries, and general know-how. Any Client-provided materials remain the property of Client.

LIMITATION OF LIABILITY; INDEMNIFICATION

Each party's aggregate liability for direct damages arising out of or relating to this Agreement shall be limited to the fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for special, incidental, consequential, or punitive damages except for liability resulting from gross negligence, willful misconduct, or breach of confidentiality. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this provision.

ENTIRE AGREEMENT

This Agreement, including any attached schedules and accepted statements of work, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other except to a successor in interest by merger or sale of substantially all assets.

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