Business Development API Expansion

BUSINESS DEVELOPMENT API EXPANSION AGREEMENT

This Business Development API Expansion Agreement (the Agreement) is entered into as of , by and between:

WHEREAS

WHEREAS, Client operates a software platform and requires expansion of certain application programming interface (API) capabilities to support new partners, integrations, or business channels; and

WHEREAS, Developer has expertise in API design, backend integration, and partner onboarding and is willing to perform the services set forth herein for the consideration provided; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Developer shall perform business development and technical expansion services to extend Client's API offering (the Services). Services will include API design for new endpoints, payload contract drafting, authentication enhancements, rate-limit planning, partner onboarding documentation, test harness construction, and coordination with identified third-party integrators. Detailed deliverables, acceptance criteria, and milestone schedule are set forth below and in the textarea provided.

DELIVERABLES & MILESTONES

The parties will track deliverables by milestone. Each milestone shall specify deliverable description, target completion date, and acceptance testing procedure. Developer shall notify Client in writing upon completion of each milestone.

PAYMENT TERMS

Client shall pay Developer for Services as follows. Fees are exclusive of applicable taxes unless otherwise stated and are payable in U.S. dollars.

If Client fails to pay any undisputed invoice within the agreed payment terms, Developer may suspend performance after providing written notice and a ten (10) day opportunity to cure unpaid amounts, without liability for such suspension.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the completion of Services or until terminated as provided below.

Term Start Date:

Term End Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination for convenience by either party requires the notice period indicated above.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence all non-public information disclosed by the other party (Disclosing Party) that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure (Confidential Information). Receiving Party shall not disclose Confidential Information to any third party except to those 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: (a) is or becomes generally available to the public without breach of this Agreement; (b) was rightfully known to Receiving Party prior to disclosure; (c) is rightfully obtained by Receiving Party from a third party without restriction; or (d) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information as required by law or by court order, provided Receiving Party gives prompt notice of such requirement where permitted.

INTELLECTUAL PROPERTY

As between the parties, Client retains all rights, title and interest in and to Client's pre-existing systems, APIs, and data. Developer shall retain ownership of Developer's pre-existing tools and general skills. Unless otherwise agreed in writing, all custom code, API specifications, documentation, and work product specifically developed and delivered to Client under this Agreement shall be considered a work made for hire and assigned to Client upon full payment; to the extent assignment is ineffective, Developer hereby assigns all right, title and interest in such deliverables to Client.

Developer grants Client a perpetual, worldwide, royalty-free, transferable license to use any Developer-owned background technology embedded in the deliverables solely as necessary to utilize the deliverables as intended. The parties shall identify any third-party components and their applicable licenses in the scope of work.

REPRESENTATIONS, WARRANTIES & LIMITATIONS

Each party represents that it has full corporate power and authority to enter into this Agreement. Developer represents that Services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and the scope of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the contact information provided below. Notice is effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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