Business Services Salesforce API Document

Business Services Salesforce API Agreement

This Business Services Salesforce API Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider designs, implements and supports integrations and services that access, transmit or transform data via the Client's Salesforce environment and related application programming interfaces (API);

WHEREAS, Client desires to engage Service Provider to provide API access, integration, maintenance, and related professional services as set forth herein; and

WHEREAS, the parties intend to define the scope, payment, security, confidentiality, and operational terms applicable to the Salesforce API integration and the use of any issued API credentials.

SCOPE OF WORK

Service Provider shall perform the services described below, including design, development, configuration, testing and deployment of API integrations with Client's Salesforce instance, including mapping, transformation rules, authentication configuration, and error-handling logic. The specific tasks, deliverables, acceptance criteria and milestones are set forth in the Scope of Work field below.

API ACCESS, AUTHENTICATION AND TECHNICAL SPECIFICATIONS

Service Provider will be granted programmatic access to Client's Salesforce APIs in the environment designated by Client: Environment: ; API Version: .

Service Provider shall request API credentials in writing. Issued credentials remain the property of Client and must be stored, transmitted and used only in accordance with the Security and Confidentiality provisions below. Service Provider will not embed plaintext credentials in code or logs.

RATE LIMITS, QUOTAS AND THROTTLING

Client's applicable API rate limits and quotas shall apply. Service Provider will implement client-side rate limiting and exponential back-off for transient errors. Agreed baseline rate limit (requests per minute): . Excess usage will be handled by cooperation and, where specified in Payment Terms, charged as overage.

PAYMENT TERMS

Fees payable by Client to Service Provider for the services described in this Agreement are set forth below. All amounts are denominated in the mutually agreed currency.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice, or for loss of necessary access or credentials. Upon termination, Service Provider shall return or securely destroy Client credentials and Confidential Information in accordance with the Confidentiality clause.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, credentials, data models, customer data and APIs. Each party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) restrict disclosure to employees and subcontractors who have a need to know and are subject to confidentiality obligations no less protective than those herein, and (iii) implement reasonable administrative, physical and technical safeguards to protect such information. Confidentiality obligations survive termination for a period of three (3) years except for personal data subject to longer statutory retention.

DATA OWNERSHIP, USE AND COMPLIANCE

Client retains all right, title and interest in and to Client Data. Service Provider may process Client Data only as necessary to perform the services and in accordance with Client's documented instructions. Service Provider shall comply with applicable laws regarding data protection and shall notify Client promptly of lawful requests or demands from governmental authorities for Client Data.

SECURITY, INCIDENT RESPONSE AND API KEY MANAGEMENT

Service Provider shall maintain reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the data and consistent with industry standards. API keys and credentials must be stored encrypted and rotated at intervals agreed between the parties. In the event of a confirmed security incident affecting Client Data or API credentials, Service Provider shall notify Client within hours and cooperate in remediation and notification efforts.

SERVICE LEVELS, SUPPORT AND MAINTENANCE

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for breaches of confidentiality, willful misconduct, or violations of law, neither party shall be liable for indirect, incidental, special or consequential damages. Each party agrees to indemnify and hold the other harmless from third-party claims arising from its negligent acts, willful misconduct, or breach of the Agreement, subject to the indemnifying party's compliance with any applicable notice and control of claim provisions.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: without regard to conflict of law principles.

ENTIRE AGREEMENT

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

CONTACTS FOR NOTICES AND COORDINATION

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