Software Development API Documentation

SOFTWARE DEVELOPMENT API DOCUMENTATION AND SERVICE AGREEMENT

Client Name:   Developer Name:

Effective Date:

RECITALS

WHEREAS, Client engages Developer to design, document, implement and deliver an application programming interface and associated documentation for Client's software products and services; and

WHEREAS, Developer has represented that it possesses the technical expertise, personnel and resources necessary to provide the API development, documentation and related services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Developer will deliver the API documentation and related deliverables to Client.

SCOPE OF WORK

API SPECIFICATION (TECHNICAL)

PAYMENT TERMS

Invoices shall be issued by Developer and payable within days of receipt unless otherwise agreed in writing. Client shall notify Developer of disputed amounts within days.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within days after written notice specifying the breach.

Upon termination, Developer shall deliver completed work in progress and Client shall pay Developer for all work performed through the effective date of termination plus reasonable wind-down costs.

CONFIDENTIALITY

"Confidential Information" means non-public technical, business and financial information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given its nature. Each party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) restrict access to those employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than this clause.

Confidential Information shall not include information that: (a) is or becomes public through no fault of the receiving party; (b) is independently developed without use of the disclosing party's Confidential Information; or (c) is rightfully obtained from a third party without restriction.

INTELLECTUAL PROPERTY RIGHTS

Developer retains ownership of Developer's pre-existing tools, libraries and know-how. Subject to Client's timely payment in full, Developer assigns to Client all right, title and interest in the delivered API code and documentation specifically developed for Client under this Agreement, excluding Developer's pre-existing materials and open-source components. The parties shall execute further documents as reasonably necessary to effectuate assignment.

Developer warrants that deliverables will substantially conform to the specifications set forth in the Scope of Work and that Developer has authority to grant the rights herein. EXCEPT AS PROVIDED IN THIS PARAGRAPH, DELIVERABLES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or a party's indemnification obligations, neither party shall be liable for consequential, incidental, special, punitive or exemplary damages. Each party's aggregate liability for any claim arising under this Agreement shall not exceed the amounts paid or payable by Client to Developer under this Agreement in the twelve (12) months preceding the claim.

MAINTENANCE AND SUPPORT (OPTIONAL)

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the jurisdiction specified below without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation among senior representatives. If negotiation fails, disputes shall be resolved by the courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any statements of work, schedules and attachments executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and representations. Any amendment must be in writing signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other except to a successor in interest to all or substantially all of its business or assets to which this Agreement pertains. Notices shall be in writing and delivered to the addresses specified by the parties.

ACCEPTANCE TESTS

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