Business API Integration Agreement

Business API Integration Agreement

RECITALS

WHEREAS, Client Name: and Service Provider Name: (each a "Party" and together the "Parties") desire to integrate Client systems with Provider application programming interfaces (APIs) in accordance with the terms set forth in this Agreement; and

WHEREAS, Provider maintains, hosts, and governs the APIs and related documentation necessary to permit Client to exchange data and functionality between systems on the terms herein; and

WHEREAS, the Parties intend to define scope, security, payment, and operational responsibilities related to the API integration.

Effective Date:

PARTY CONTACTS

SCOPE OF WORK

Provider shall perform the services necessary to integrate Client systems with Provider APIs, which may include delivering API documentation, providing sandbox access, issuing credentials, assisting with authentication and error handling, and supporting testing and deployment as described below. Client shall provide access to required systems, test data, and a designated technical contact as set forth in this Agreement.

PAYMENT TERMS

Client shall pay Provider for the integration services in accordance with the fees and schedule set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Payment Due: within days of invoice.

Late Fee: overdue amounts shall accrue interest at or the maximum lawful rate if less. Client is responsible for all reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on the Start Date below and continue until the End Date below, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days after written notice. Either Party may also terminate for insolvency or if continued performance would violate applicable law.

Upon termination, Provider shall, at Client's option and subject to payment of outstanding fees, provide reasonable assistance to transition the integration to a successor provider for a period not to exceed 60 days.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other in connection with this Agreement, including business plans, code, API specifications, test data, credentials, and security measures. Confidential Information does not include information that is (a) rightfully obtained without restriction from a third party; (b) is or becomes public without breach; or (c) is independently developed without use of the other's Confidential Information.

Each Party shall (i) protect Confidential Information from unauthorized use and disclosure with at least the same degree of care it uses to protect its own similar information, but no less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) limit disclosure to employees, contractors, or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than this Agreement.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

DATA SECURITY AND API CREDENTIALS

Provider shall maintain reasonable administrative, physical, and technical safeguards to protect personal data and other Confidential Information accessed or transmitted through the APIs. Provider shall: use TLS for data in transit, store sensitive credentials encrypted, log access events, and apply security patches in a timely manner consistent with industry practice.

CHANGE CONTROL, VERSIONING, AND SUPPORT

Provider will provide advance notice of planned API changes. For non-breaking changes, Provider shall notify Client at least days in advance. For breaking changes that materially affect integration functionality, Provider shall provide reasonable migration support and a minimum notice period of days.

REPRESENTATIONS, WARRANTIES, AND LIMITATIONS

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Each Party shall defend, indemnify, and hold harmless the other Party from third-party claims arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct, provided that the indemnified Party gives prompt written notice of the claim and reasonable cooperation in the defense.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes promptly through negotiation between senior executives. If unresolved within 30 days, disputes may be submitted to binding arbitration only if agreed in writing by both Parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or statements of work executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment or modification shall be effective only if in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other, except to an acquirer of substantially all of its business to which this Agreement relates. Notices shall be in writing and delivered to the contacts listed above.

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