Software Development Kit Agreement

SOFTWARE DEVELOPMENT KIT AGREEMENT

This Software Development Kit Agreement (the Agreement) is made and entered into as of by and between Licensor Name: , a organized under the laws of with its principal place of business at (Licensor), and Licensee Name: , a organized under the laws of with its principal place of business at (Licensee).

RECITALS

WHEREAS, Licensor owns and develops a set of software development tools, libraries, sample code and related documentation (collectively, the SDK) that enable integration with certain Licensor services and functionality;

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a limited license to use the SDK solely to develop, test and distribute Licensee Product(s) that interoperate with Licensor functionality, subject to the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to define the rights, restrictions, support and other obligations related to the SDK.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "SDK" means the set of software development tools, object-code libraries, header files, sample code, developer utilities, and Documentation delivered by Licensor to Licensee under this Agreement.

1.2 "Documentation" means the user guides, integration instructions and technical specifications provided by Licensor that describe the SDK's interfaces and operation.

1.3 "Licensee Product" means the software product or service developed, tested or distributed by Licensee that incorporates or uses the SDK.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-sublicensable, non-transferable license to use the SDK in object-code form solely to develop, test, compile and distribute Licensee Product(s) that interoperate with Licensor's services in the Territory:

2.2 Licensee may distribute the SDK solely as incorporated in Licensee Product and only in object-code form to end users for the purpose of enabling the Licensee Product to interoperate with Licensor systems, provided that Licensee complies with all terms of this Agreement including preservation of notices and attribution required by Licensor.

3. RESTRICTIONS

3.1 Licensee shall not: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the SDK except to the extent such restriction is expressly prohibited by applicable law; (b) modify, adapt or create derivative works of the SDK except as expressly permitted in writing; (c) distribute the SDK separately from the Licensee Product; (d) remove, alter or obscure any proprietary notices or legends on the SDK; or (e) use the SDK to develop a competing software development kit or substantially similar developer tools.

3.2 Licensee shall ensure that any third party to whom Licensee distributes the SDK complies with the terms of this Agreement and Licensee shall remain liable for such third party's acts and omissions.

4. OWNERSHIP; RESERVATION OF RIGHTS

4.1 As between the parties, Licensor retains all right, title and interest in and to the SDK, Documentation and all intellectual property rights therein. No rights are granted by implication or estoppel.

4.2 Licensee retains all right, title and interest in and to Licensee Product and any modifications or derivative works created by Licensee other than the SDK components, subject to Licensor's retained rights in the SDK.

5. OPEN SOURCE AND THIRD-PARTY COMPONENTS

5.1 The SDK may include third-party or open source components that are licensed to Licensee under separate terms. To the extent required by such third-party licenses, Licensor grants Licensee the benefits of such licenses solely with respect to those components.

6. SUPPORT; UPDATES

6.1 Licensor may, at its sole discretion and subject to a separate support agreement, provide updates, upgrades or patches to the SDK. Any support or maintenance obligations must be set forth in a written statement of work or support schedule signed by both parties.

7. FEES AND PAYMENT

7.1 In consideration for the license granted herein, Licensee shall pay Licensor the fees set forth below and in any order or invoice referencing this Agreement. Unless otherwise agreed in writing, all fees are non-refundable.

8. CONFIDENTIALITY

8.1 For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information.

8.2 The receiving party shall: (a) use Confidential Information solely to exercise its rights or perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information; and (c) not disclose Confidential Information to any third party except as permitted herein. Confidentiality obligations shall survive termination for years.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section.

9.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party commits a material breach and fails to cure such breach within days after receipt of notice.

9.3 Immediate Termination. Licensor may terminate this Agreement immediately if Licensee materially breaches Section 3 (Restrictions) or otherwise uses the SDK in a manner that threatens Licensor's systems, services or intellectual property.

10. EFFECTS OF TERMINATION

10.1 Upon expiration or termination of this Agreement, all licenses granted hereunder shall immediately terminate and Licensee shall cease all use of the SDK and promptly destroy or return all copies of the SDK and Documentation in Licensee's possession or control, except that Licensee may retain a single archival copy solely to establish its compliance with this Agreement.

10.2 Sections regarding ownership, confidentiality, indemnification, limitation of liability and any payment obligations that accrued prior to termination shall survive termination.

11. REPRESENTATIONS; DISCLAIMERS

11.1 Each party represents that it has the full right and authority to enter into this Agreement and to grant the rights and perform the obligations set forth herein.

11.2 EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN WARRANTY DELIVERED BY LICENSOR, THE SDK IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SDK WILL MEET LICENSEE'S REQUIREMENTS OR THAT OPERATION OF THE SDK WILL BE UNINTERRUPTED OR ERROR-FREE.

12. INDEMNIFICATION

12.1 Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and affiliates from any claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Licensee's distribution or use of the Licensee Product, (b) Licensee's breach of this Agreement, or (c) Licensee's violation of applicable law in connection with Licensee Product.

13. LIMITATION OF LIABILITY

13.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR CONFIDENTIALITY BREACH, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM, or , whichever is greater.

14. EXPORT COMPLIANCE

14.1 Each party shall comply with all applicable export and import laws and regulations. Licensee shall not export, re-export or transfer the SDK except in compliance with such laws and regulations and shall be solely responsible for obtaining any required licenses or approvals.

15. NOTICES

15.1 All notices required or permitted hereunder shall be in writing and shall be delivered by hand, overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice to the other party in accordance with this Section.

16. ASSIGNMENT; AMENDMENT; WAIVER

16.1 Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets.

16.2 No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing and signed by the waiving party.

17. SEVERABILITY; ENTIRE AGREEMENT; COUNTERPARTS

17.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

17.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

17.3 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.

18. GOVERNING LAW

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

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