Professional API Services Agreement

PROFESSIONAL API SERVICES AGREEMENT

This Professional API Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address at ("Client"), and Service Provider Name: with principal address at ("Service Provider"). Client and Service Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Service Provider maintains expertise in the design, development, integration, hosting and operational management of application programming interfaces ("APIs") and related software services; and

WHEREAS, Client desires to engage Service Provider to provide API development, integration, maintenance and support services as described in this Agreement and any Statements of Work executed hereunder; and

WHEREAS, Service Provider is willing to perform the Services for Client under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. SERVICES

1.1 Scope of Services. Service Provider shall perform the professional services described in the Statement of Work attached hereto or any subsequently executed Statement of Work ("Services"). A general description of the initial Services is set forth below:

1.2 Deliverables. Service Provider shall deliver to Client those deliverables specifically identified in each Statement of Work ("Deliverables"). Each Deliverable shall be deemed accepted by Client upon Client's written acceptance or fifteen (15) days after delivery if Client does not provide written notice of rejection specifying material nonconformities.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for Initial Term (months): months unless earlier terminated in accordance with Section 10. Thereafter the Agreement shall renew for successive Renewal Term (months):

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in each Statement of Work. The initial fee for the Services shall be Agreement Fee: USD, payable as set forth below.

3.2 Expenses. Client shall reimburse reasonable pre-approved expenses incurred by Service Provider in connection with the performance of the Services, provided that Service Provider obtains Client's prior written approval for any single expense in excess of Expense Approval Threshold: USD.

4. CHANGE ORDERS

Any change to the scope, schedule, or fees shall be documented in a written change order executed by authorized representatives of both Parties. Until a change order is executed, Service Provider is not required to perform changed work. Change orders shall specify changes to scope, additional fees, and any adjustment to delivery dates.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that by its nature ought to be treated as confidential, including business plans, APIs, source code, technical documentation, and customer data.

5.2 Obligations. Each receiving Party shall (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and subject to confidentiality obligations no less protective than those in this Agreement; and (c) take reasonable measures to protect the confidentiality of such information.

5.3 Exclusions. Confidential Information does not include information that is or becomes publicly available other than through breach of this Agreement, was rightfully known to the receiving Party prior to disclosure, or is independently developed without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Pre-Existing IP. Each Party retains all right, title and interest in its pre-existing intellectual property and any tools, processes and background technology used in performing the Services.

6.2 Deliverables. Subject to Client's payment of all sums due, Service Provider assigns to Client all right, title and interest in and to the Deliverables to the extent created specifically for Client under this Agreement, excluding Service Provider's pre-existing IP and third-party components.

6.3 License to Pre-Existing IP. To the extent Service Provider's pre-existing IP is embodied in the Deliverables, Service Provider grants Client a non-exclusive, worldwide, perpetual, royalty-free license to use, reproduce and modify such pre-existing IP solely as embedded in the Deliverables for Client's internal business operations.

7. WARRANTIES AND DISCLAIMERS

7.1 Mutual Warranty. Each Party represents and warrants that it has the right and authority to enter into this Agreement and perform its obligations hereunder.

7.2 Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Service Provider's sole obligation shall be to re-perform the nonconforming Services at no additional charge or, if re-performance is not commercially practicable, to refund the fees allocated to such Services.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 By Service Provider. Service Provider shall defend, indemnify and hold harmless Client from and against any third-party claim arising from (a) Service Provider's breach of Section 6 or 5; or (b) negligence or willful misconduct of Service Provider in performing the Services.

8.2 By Client. Client shall defend, indemnify and hold harmless Service Provider from and against any third-party claim arising from Client's misuse of the APIs, Client data, or Client's breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM (A) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (B) A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED Liability Cap: USD OR THE FEES PAID BY CLIENT FOR THE APPLICABLE SERVICES IN THE PRIOR TWELVE (12) MONTHS, WHICHEVER IS LESS.

10. TERMINATION

10.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party thirty (30) days prior to the effective termination date.

10.2 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

10.3 Effect of Termination. Upon termination, Service Provider shall cease work and deliver all completed Deliverables and documentation to Client. Client shall pay Service Provider for all Services performed and approved expenses incurred through the effective date of termination, subject to any setoffs for breach.

11. 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.

12. REPRESENTATIONS, COMPLIANCE AND SECURITY

Each Party represents that it will comply with all applicable laws in connection with its performance under this Agreement. Service Provider shall maintain reasonable administrative, physical and technical safeguards to protect Client data and shall promptly notify Client of any security breach affecting Client data.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Entire Agreement. This Agreement, together with any attached Statements of Work and executed change orders, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, oral or written, relating to the subject matter hereof.

14.2 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision that most nearly reflects the Parties' original intent.

14.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The waiver by either Party of any breach shall not operate as a waiver of any other or subsequent breach.

14.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically shall be deemed originals for all purposes.

15. MISCELLANEOUS

15.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

15.2 Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Parties.

15.3 Publicity. Neither Party shall use the other Party's name or trademarks in any advertising or publicity without the other Party's prior written consent, except that Service Provider may list Client as a customer for marketing purposes unless Client provides written objection.

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