[{"data":1,"prerenderedAt":520},["ShallowReactive",2],{"document-api-license-agreement-D12726":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":519},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"API LICENSE AGREEMENT This API License Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the mutual promises contained in this agreement, the parties agree as follows: GRANT OF API LICENSE; DESCRIPTION OF PREMISES Licensor grants to licensee an API license to occupy and use, subject to all of the terms and conditions of this agreement, the following described property located in [CITY], [STATE/PROVINCE]: [insert legal description]. LIMITATION TO DESCRIBED PURPOSE The above-described property may be occupied and used by licensee solely for [specify primary purpose(s)] and for incidental purposes related to such purpose during the period beginning [date], and continuing until this agreement is terminated as provided in this agreement. PERIODIC PAYMENTS Licensee shall pay licensor for this API license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this agreement. VARIABLE PAYMENTS In addition to making the payments provided for in Section Three of this agreement, licensee shall make payments based on the extent of utilization of the above-described property. Such payments shall be at the rate of [SPECIFY]. The first payment under this provision shall cover the period from and including [date], to and including [date], and shall be due and payable on [date]. Subsequent payments shall cover [NUMBER] intervals after [date], and each such payment shall be due and payable [NUMBER] days after the expiration of the [TIME] interval to which it is applicable. All payments shall be supported by appropriate statements certified by licensee. TERMINATION Either party may terminate this agreement at any time, without regard to payment periods by giving written notice to the other, specifying the date of termination, such notice to be given not less than [NUMBER] days prior to the date specified in such notice for the date of termination.",null,"API License Agreement","3",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/api-license-agreement-D12726.png","https://templates.business-in-a-box.com/imgs/250px/12726.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12726.xml",{"title":15,"description":6},"api license agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"License Agreements","/templates/license-agreement/","API License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12726.png",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":18,"url":19},{"label":33,"url":34},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[36,40,44,48,52,56,60,64,68,72,76,80,84,99,114,127,141,159],{"label":37,"url":38,"thumb":39,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":41,"url":42,"thumb":43,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":45,"url":46,"thumb":47,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":49,"url":50,"thumb":51,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":53,"url":54,"thumb":55,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":57,"url":58,"thumb":59,"extension":10},"Video License Agreement","/template/video-license-agreement-D12743","https://templates.business-in-a-box.com/imgs/250px/12743.png",{"label":61,"url":62,"thumb":63,"extension":10},"License Agreement NonTransferable and Non Exclusive License","/template/license-agreement-nontransferable-and-non-exclusive-license-D1022","https://templates.business-in-a-box.com/imgs/250px/1022.png",{"label":65,"url":66,"thumb":67,"extension":10},"End User License Agreement","/template/end-user-license-agreement-D13011","https://templates.business-in-a-box.com/imgs/250px/13011.png",{"label":69,"url":70,"thumb":71,"extension":10},"Intellectual Property License Agreement","/template/intellectual-property-license-agreement-D13718","https://templates.business-in-a-box.com/imgs/250px/13718.png",{"label":73,"url":74,"thumb":75,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.png",{"label":77,"url":78,"thumb":79,"extension":10},"License Agreement Short Form","/template/license-agreement-short-form-D1027","https://templates.business-in-a-box.com/imgs/250px/1027.png",{"label":81,"url":82,"thumb":83,"extension":10},"License Agreement Multi Users","/template/license-agreement-multi-users-D1021","https://templates.business-in-a-box.com/imgs/250px/1021.png",{"description":85,"descriptionCustom":6,"label":86,"pages":8,"size":9,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":91,"url":98},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[109],{"label":110,"url":111},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":9,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":122,"url":126},"SAAS AGREEMENT This Software-as-a-Service Agreement (SaaS) (\"Agreement\") is made and effective the [DATE], BETWEEN: [COMPANY NAME], (the \"Customer\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME], (the \"Provider\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, The Customer is granted a license to use the Software, subject to a set of limitations and restrictions. WHEREAS, The Provider undertakes to provide high-performance Software while committing to comply with certain requirements relating to the maintenance of the Software. In consideration of the terms of this agreement, and other valuable consideration, the parties agree as follows: DEFINITION \"Administrator User\" means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer's behalf. Each Administrator User must complete training and qualification requirements reasonably required by [PROVIDER NAME]. \"Confidential Information\" means any information disclosed by a party to the other party, directly or indirectly, which could be in orally or written (graphic, machine-readable or other tangible form], is marked as \"confidential\" or \"proprietary\". \"Host\" means the computer equipment on which the Software is installed, which is owned and operated by [PROVIDER NAME] or its subcontractors. \"Maintenance Services\" means the support and maintenance services provided by [PROVIDER NAME] to Customer pursuant to this SaaS Agreement. \"Software\" means the object code version of any Software to which Customer is provided access as part of the Service, including any updates or new versions. \"SaaS Services\" refer to the specific [PROVIDER NAME]'s internet-accessible service identified in a Schedule that provides use of [PROVIDER NAME]'s identity/access management Software that is hosted by [PROVIDER NAME] or its services provider and made available to Customer over a network on a term-use basis. SERVICE The Provider hereby grants the Customer, including all authorized users of the Customer, a non-exclusive, non-sublicensable, non-assignable, royalty-free, worldwide license to access and use the service (the \"Service\") solely for the internal business operations of the Customer in accordance with the terms of this Agreement and the Provider's online terms of use. TERM AND TERMINATION The term of this Agreement shall begin on the Effective Date and shall end [SPECIFY]. PAYMENT TERM [SPECIFY] is sold as a Software-as-a-Service (SaaS) and requires Clients to have a valid membership subscription. We accept payments with Credit Cards and Visa and Mastercard Debit Cards [OR SPECIFY]. Your subscription will renew automatically at the end of the subscription term unless you opt-out from automatic renewal or cancel your membership. You can update your payment method, manage your subscription, or cancel at any time by visiting the Billing page under your user account. By purchasing this software, you agreed to enroll in our automatic renewal service. This keeps your products up and running, automatically charging then-current renewal fees to your payment method on file, with no further action on your part. Account cancellation policy: Once a user submits a request for cancellation, no additional charges will be made. However, no refunds are provided upon cancellation. If you cancel before an upcoming renewal date, you will have access to your Account through the end of the then-current year. Cancellation of automatic renewal: Annual subscriptions purchased will renew automatically at the end of the term. Your credit card is charged at the end of each subscription period and a renewal confirmation notice is sent to the account administrator's email address. Notifications of upcoming renewal is sent to the account administrator's email address 30 days and 10 days before renewal. If the you wish to turn off the automated renewal, you can do so any time from your online account under My Account/Billing. Free trial: [COMPANY NAME] offers a free trial version for [SPECIFY]. We do not request credit card information when signing up to the free trial. The free trial allows anyone to view the whole content of the software. The free trial, however, does not allow you to Download, Export, Print or to Cut/Copy/Paste/Save. You need to purchase and activate the software in order to be able to fully download and use the product. Failed renewal & account suspension: If your credit card on file is closed or expired, or if for any reason, a charge is rejected, you will be requested to update your Billing Information and supply a new payment to keep your account active. If a charge is rejected, your access to the [COMPANY NAME] software will be suspended until you update your account information and the payment is successful. CUSTOMER'S RESPONSIBILITIES Customer shall provide commercially reasonable information and assistance to [PROVIDER NAME] to enable [PROVIDER NAME] to deliver the SaaS Services. Customer acknowledges that [PROVIDER NAME] 's ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that [PROVIDER NAME] exercises no control over the content of the information transmitted by Customer through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, Software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. Customer shall be solely responsible for the acts and omissions of its Administrator Users. [PROVIDER NAME] shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to [PROVIDER NAME] a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer Customer shall: Notify [PROVIDER NAME] immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, Report to [PROVIDER NAME] immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and Not provide false identity information to gain access to or use the SaaS Services. Customer is solely responsible for collecting, in putting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not Include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or Contain anything that is obscene, defamatory, harassing, offensive or malicious. limitationS of the license The Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer; The Hosted Services may only be used by the named users identified The Hosted Services must not be used at any point in time by more than the number of concurrent users specified in section.","SaaS Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/saas-agreement-D12704.png","https://templates.business-in-a-box.com/imgs/250px/12704.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12704.xml",{"title":122,"description":6},"saas agreement",[124,125],{"label":18,"url":94},{"label":18,"url":94},"/template/saas-agreement-D12704",{"description":128,"descriptionCustom":6,"label":129,"pages":130,"size":9,"extension":10,"preview":131,"thumb":132,"svgFrame":133,"seoMetadata":134,"parents":136,"keywords":139,"url":140},"TERMS OF SERVICE AGREEMENT The following Terms of Service (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Service Provider is in the business of development, supply and operation of products and services relating to [DESCRIBE]; and WHEREAS, this Agreement contains the Service Provider's terms of engagement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: SERVICES PROVIDED Service Provider is prepared to provide the following professional services to Company: [DESCRIBE]. CALCULATION OF FEES AND OTHER CHARGES Fees for professional services are calculated on the time spent by Service Provider associates and staff attending to said services, multiplied by the relevant hourly rate. Time is costed by reference to [SIX] minute units. The hourly rate is applied to all work done on Company's behalf, including making telephone calls, writing letters, researching the laws, negotiating with partners, and preparing documents. The average hourly rate for Service Provider's professional service is $[AMOUNT]. Before any bill is sent to Company, the Service Provider's Project Manager responsible for the matter will review it to ensure that fees and other charges are appropriate. 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The Backup Policy reiterates the commitment of the Company towards delivering the fastest transition and highest quality of services through the backup arrangement, ensuring that its customers, business activities, and services do not suffer in any way. DEFINITIONS Backup. To copy data to a second location, solely for the purpose of safe keeping of that data. Backup Media. Any storage devices that are used to maintain data for backup purposes. These can be tapes, CDs, DVDs, or hard drives. Full Backup. A backup that makes a complete copy of the target data. Incremental Backup. A backup that only backs up files that have changed within a designated time period, typically since the last backup was run. Restoration. Also called \"recovery.\" The process of restoring the data from its backup state to its normal state so that it can be used and accessed in a regular manner. PURPOSE The purpose of this policy is to provide a consistent framework to apply to the backup process. The policy will provide specific information to ensure backups are available and useful when needed - whether to simply recover a specific file or when a larger-scale recovery effort is needed. SCOPE This policy applies to all data stored on the Company's systems. The policy covers such specifics as the type of data to be backed up, frequency of backups, storage of backups, retention of backups, and restoration procedures. IDENTIFICATION OF CRITICAL DATA The Company must identify what data is most critical to its organization. This can be done through a formal data classification process or through an informal review of information assets. Regardless of the method, critical data should be identified so that it can be given the highest priority during the backup process. DATA TO BE BACKED UP A Backup Policy must balance the importance of the data to be backed up with the burden such backups place on the users, network resources, and the backup administrator. Data to be backed up will include: All data determined to be critical to Company operation and/or employee job function. All information stored on the corporate file server(s) and email server(s), as well as these servers' operating systems and logs. It is the users' responsibility to ensure any data of importance is moved to the file server. All information stored on network servers, which may include web servers, database servers, domain controllers, firewalls, and remote access servers. Logs and configuration of network devices such as switches, routers, etc. Information stored on employee desktops if the backup administrator deems such information necessary and backup facilities exist for such an endeavor. The backup administrator may instead choose to back up a standard desktop configuration and restore data from the file server at his or her discretion. BACKUP FREQUENCY Backup frequency is critical to successful data recovery. The Company has determined that the following backup schedule will allow for sufficient data recovery in the event of an incident, while avoiding an undue burden on the users, network, and backup administrator. Incremental: [SPECIFY DAYS] Full: Every [SPECIFY DAY] OFF-SITE ROTATION ","Backup Policy","4","https://templates.business-in-a-box.com/imgs/1000px/backup-policy-D13249.png","https://templates.business-in-a-box.com/imgs/250px/13249.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13249.xml",{"title":149,"description":6},"backup policy",[151,154],{"label":152,"url":153},"Finance & Accounting","finance-accounting",{"label":155,"url":156},"Business Loans","business-loan","privacy policy","/template/privacy-policy-D13249",{"description":160,"descriptionCustom":6,"label":161,"pages":8,"size":9,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":172},"DATA PROCESSING AGREEMENT This Data Processing Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [DATA CONTROLLER NAME], (\"Data Controller\") an individual with their main address located at OR a team leader of a group organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with its office located at: [COMPLETE ADDRESS] AND: [DATA PROCESSOR NAME], (\"Data Processor\") an individual with their main address located at OR a member of the team organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with their address located at: [COMPLETE ADDRESS] RECITALS: WHEREAS, the Data Controller is engaged in [DESCRIPTION OF BUSINESS ACTIVITY], and in connection therewith, collects and processes Personal Data; WHEREAS, the Data Controller wishes to engage the Data Processor to perform certain services which require the processing of Personal Data on behalf of the Data Controller; WHEREAS, the parties seek to ensure compliance with the relevant data protection laws and regulations in the processing of Personal Data; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: DEFINITIONS AND INTERPRETATION \"Personal Data\" means any information relating to an identified or identifiable natural person ('Data Subject') that is processed by the Data Processor on behalf of the Data Controller as a result of the services provided under this Agreement. \"Processing\" encompasses any operation performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. Definitions of \"Data Subject\", \"Controller\", \"Processor\", and \"Supervisory Authority\" shall be in accordance with the definitions provided by the relevant data protection laws and regulations. SCOPE AND PURPOSE OF DATA PROCESSING 2.1 The Data Processor agrees to process Personal Data solely for the purpose of [SPECIFY SERVICES] and strictly within the documented instructions received from the Data Controller, unless required by law to which the Data Processor is subject","Data Processing Agreement","https://templates.business-in-a-box.com/imgs/1000px/data-processing-agreement-D13954.png","https://templates.business-in-a-box.com/imgs/250px/13954.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13954.xml",{"title":166,"description":6},"data processing agreement",[168,169],{"label":152,"url":153},{"label":170,"url":171},"Shareholders & Investors","shareholders-investors","/template/data-processing-agreement-D13954",false,{"seo":175,"reviewer":187,"quick_facts":191,"at_a_glance":194,"personas":198,"variants":223,"glossary":252,"clauses":289,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":450,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":506,"classification":507},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"API License Agreement Template | Free Word Download","Free API license agreement template covering access rights, usage limits, IP ownership, confidentiality, and termination.","api license agreement template",[15,180,181,182,183,184,185,186],"api licensing agreement template","api terms of use template","api access agreement template","software api license template","api developer agreement template","api license agreement word","api license agreement free",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":192,"legal_review_recommended":193,"signature_required":193},"advanced",true,{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"An API License Agreement is a legally binding contract between an API provider and a licensee (typically a developer or business) that defines the terms under which the licensee may access, integrate, and use the provider's application programming interface. This free Word download covers access rights, usage restrictions, rate limits, IP ownership, confidentiality, liability, and termination in a single enforceable document you can edit online and export as PDF.\n","Use it whenever you grant third-party developers, partners, or customers programmatic access to your software platform, data service, or infrastructure API. It is also used by businesses integrating a third-party API into their own product when the provider requires a signed agreement rather than just click-through terms.\n","Definitions of the API and permitted use, grant of license with scope and restrictions, rate limits and quotas, intellectual property assignment and ownership, confidentiality obligations, warranties and disclaimers, liability caps, indemnification, term and termination conditions, and governing law.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"SaaS founders and CTOs","Granting third-party developers controlled access to their platform API","persona-startup-founder",{"title":204,"use_case":205,"icon_asset_id":206},"API product managers","Standardizing partner onboarding with enforceable access and usage terms","persona-product-manager",{"title":208,"use_case":209,"icon_asset_id":210},"Enterprise software vendors","Licensing proprietary APIs to corporate clients under negotiated commercial terms","persona-enterprise-vendor",{"title":212,"use_case":213,"icon_asset_id":214},"Fintech and data companies","Controlling how financial or sensitive data is consumed via API by integrators","persona-fintech",{"title":216,"use_case":217,"icon_asset_id":218},"Developer platform operators","Publishing a public or partner API with enforceable rate-limit and IP protections","persona-developer",{"title":220,"use_case":221,"icon_asset_id":222},"Businesses integrating third-party APIs","Signing a provider-required agreement before embedding an external API into a product","persona-small-business-owner",[224,228,232,236,240,244,248],{"situation":225,"recommended_template":226,"slug":227},"Granting free access to a public API with standardized self-serve terms","API Terms of Use","website-service-agreement-terms-of-use-D840",{"situation":229,"recommended_template":230,"slug":231},"Licensing an API commercially with per-call or subscription fees","API License Agreement (Commercial)","api-license-agreement-D12726",{"situation":233,"recommended_template":234,"slug":235},"Sharing proprietary data or a dataset via API with a partner","Data Sharing Agreement","data-sharing-agreement-D13514",{"situation":237,"recommended_template":238,"slug":239},"Giving a developer access under an NDA before a formal agreement","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":241,"recommended_template":242,"slug":243},"Embedding a third-party API into a SaaS product under an OEM arrangement","OEM Software License Agreement","software-license-agreement-D12928",{"situation":245,"recommended_template":246,"slug":247},"Providing white-label API access to a reseller","Software Reseller Agreement","software-distribution-agreement-D804",{"situation":249,"recommended_template":250,"slug":251},"Governing API access between related corporate entities","Intercompany Services Agreement","inter-company-services-agreement-D886",[253,256,259,262,265,268,271,274,277,280,283,286],{"term":254,"definition":255},"API (Application Programming Interface)","A set of protocols and tools that allows one software application to communicate with another, typically over HTTP, to request data or trigger actions.",{"term":257,"definition":258},"License Grant","The contractual clause that defines the specific permissions given to the licensee — what they may do with the API, in what scope, and for what purpose.",{"term":260,"definition":261},"Rate Limit","A technical and contractual cap on the number of API calls a licensee may make within a defined time window, such as 1,000 requests per minute.",{"term":263,"definition":264},"API Key","A unique authentication credential issued to a licensee that identifies their application and enforces access controls when calling the API.",{"term":266,"definition":267},"Permitted Use","The specific, enumerated purposes for which the licensee is authorized to access and use the API — anything outside this list is a breach.",{"term":269,"definition":270},"Intellectual Property (IP)","Ownership rights in the API, its underlying code, documentation, and any data returned — almost always retained by the provider under a license agreement.",{"term":272,"definition":273},"Confidential Information","Non-public technical details, API documentation, authentication credentials, and business data that the licensee may not disclose to third parties.",{"term":275,"definition":276},"Indemnification","A clause requiring one party to compensate the other for losses arising from a specific category of breach or third-party claim — commonly covering the licensee's misuse of the API.",{"term":278,"definition":279},"SLA (Service Level Agreement)","A contractual commitment by the provider on API uptime, response time, and support — sometimes incorporated by reference rather than embedded in the license agreement.",{"term":281,"definition":282},"Termination for Convenience","A clause allowing either party to end the agreement without cause upon a defined notice period, typically 30 to 90 days.",{"term":284,"definition":285},"Derivative Work","A new work that incorporates or is substantially based on the API or its outputs — licensing of derivative works is a critical IP boundary issue in API agreements.",{"term":287,"definition":288},"Reverse Engineering","The process of analyzing a compiled or obfuscated system to reconstruct its design or source code — universally prohibited by API license agreements.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Definitions","Establishes precise meanings for all technical and legal terms used throughout the agreement so both parties interpret the document consistently.","'API' means the [PROVIDER NAME] application programming interface described in the Documentation available at [URL], including all updates and versions made available during the Term.","Using informal or abbreviated definitions that don't match the actual technical implementation — a mismatch between 'API' as defined and the endpoints actually provided creates enforcement gaps.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"License grant and scope","Specifies exactly what the licensee is permitted to do with the API — access, integrate, call, and build upon it — and carves out everything else as prohibited.","Provider grants Licensee a limited, non-exclusive, non-transferable, revocable license to access and use the API solely for [PERMITTED PURPOSE] during the Term, subject to the restrictions in Section [X].","Granting a license without explicitly stating it is non-sublicensable. Without this restriction, the licensee can pass API access to their own customers, multiplying unauthorized usage.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Usage restrictions","Lists what the licensee cannot do with the API — resell, reverse-engineer, exceed rate limits, use for prohibited purposes, or access endpoints not covered by the agreement.","Licensee shall not: (a) reverse engineer the API; (b) use the API to build a competing product; (c) exceed [RATE LIMIT] calls per [TIME PERIOD]; (d) share API credentials with any third party.","Omitting a prohibition on using the API to build a competing product. Without this, a licensee can study the API's architecture and replicate core functionality.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Intellectual property ownership","Confirms the provider retains all rights in the API, its documentation, and any data it returns, and that the licensee acquires no ownership interest through use.","All right, title, and interest in and to the API, Documentation, and all associated IP remain with Provider. This Agreement does not transfer any ownership rights to Licensee. Any feedback Licensee provides may be used by Provider without restriction.","Failing to address ownership of output data — if the licensee's application generates derived datasets from API responses, the agreement should specify who owns them.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Confidentiality","Prohibits the licensee from disclosing API credentials, technical documentation, and any non-public information about the API's architecture or data to third parties.","Licensee shall keep all API Keys, Documentation, and non-public technical specifications strictly confidential and shall not disclose them to any third party without Provider's prior written consent.","Not including an obligation to notify the provider of a credential breach within a defined window — typically 24 to 72 hours — leaving the provider unable to revoke compromised keys promptly.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Fees and payment terms","States the pricing model (per-call, monthly subscription, tiered), billing frequency, and consequences of non-payment, including suspension of API access.","Licensee shall pay Provider the fees set out in Schedule A, invoiced [monthly / quarterly] in arrears. Undisputed invoices are due Net [30] days. Provider may suspend API access upon [10] days' written notice of non-payment.","No suspension right for non-payment. Without it, the provider must pursue breach-of-contract litigation before cutting off access, losing leverage entirely.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Warranties and disclaimers","States the provider's limited warranty (typically that the API will perform materially as documented) and disclaims all implied warranties — fitness for purpose, merchantability, error-free operation.","Provider warrants that the API will perform materially in accordance with the Documentation. EXCEPT AS EXPRESSLY SET OUT ABOVE, THE API IS PROVIDED 'AS IS' AND PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES.","Providing a warranty that the API will be error-free or uninterrupted without a corresponding SLA and service credit mechanism — this creates an obligation the provider cannot technically guarantee.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Limitation of liability","Caps the provider's total financial exposure to a defined amount — typically fees paid in the prior 12 months — and excludes consequential, indirect, or lost-profit damages.","In no event shall Provider's aggregate liability exceed the fees paid by Licensee in the [12] months preceding the claim. Neither party shall be liable for indirect, incidental, or consequential damages.","Setting the liability cap to a nominal fixed amount (e.g., $100) regardless of contract value. Courts in several jurisdictions have found extreme liability caps unconscionable, voiding them entirely.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Term and termination","Defines the initial agreement period, auto-renewal conditions, grounds for termination for cause (with a cure period), and termination for convenience with required notice.","This Agreement commences on [START DATE] and continues for [1 year], auto-renewing for successive [1-year] terms unless either party gives [30] days' written notice. Either party may terminate for material breach upon [30] days' notice if the breach is not cured.","No cure period for breach — allowing immediate termination for any violation exposes the provider to liability if a licensee's technical error (e.g., an accidental rate-limit burst) triggers termination without warning.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing law and dispute resolution","Specifies the jurisdiction whose law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation — including venue.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no meaningful connection to where the provider operates. Some jurisdictions — California in particular — apply local consumer protection and IP laws regardless of what the contract states.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify the parties and define the API precisely","Enter the provider's and licensee's full legal entity names, jurisdiction of incorporation, and registered addresses. In the definitions section, describe the API specifically — include the endpoint URL, version number, and link to the technical documentation.","Pin the agreement to a specific API version. If you update the API materially, a versioned definition prevents disputes about whether new endpoints are covered.",{"step":347,"title":348,"description":349,"tip":350},2,"Define permitted use with specificity","List the exact purposes for which the licensee may use the API — internal product integration, resale to end users, research, or a specific named application. Anything not listed is implicitly prohibited.","The narrower the permitted-use definition, the more control you retain. Use a 'solely for' construction rather than 'including but not limited to' to prevent scope creep.",{"step":352,"title":353,"description":354,"tip":355},3,"Set rate limits and quotas in Schedule A","State the maximum number of API calls per second, minute, day, and month. Reference these limits in the usage restrictions clause so exceeding them is a contractual breach, not just a technical block.","Include a process for the licensee to request a quota increase rather than leaving overages unaddressed — otherwise heavy users simply exceed limits and force a renegotiation under pressure.",{"step":357,"title":358,"description":359,"tip":360},4,"Address IP ownership of output data","Specify who owns data returned by the API and any derived datasets the licensee creates from API responses. State whether the licensee can cache, store, or resell output data.","If your API returns data generated by your users (e.g., a social platform API), you likely need a three-way IP clause covering provider, licensee, and underlying data owners.",{"step":362,"title":363,"description":364,"tip":365},5,"Complete the fees and payment schedule","Fill in Schedule A with the pricing model — per-call, tiered, flat monthly — invoice frequency, payment method, and late-payment interest rate. Confirm the suspension-for-non-payment clause references the correct notice period.","Specify the currency explicitly for any cross-border agreement. USD and CAD ambiguity in a North American deal has triggered real disputes.",{"step":367,"title":368,"description":369,"tip":370},6,"Calibrate the liability cap to the contract value","Set the aggregate liability cap to the fees paid in the prior 12 months, or a fixed floor (e.g., $5,000) whichever is greater. Ensure the consequential-damages exclusion carves out indemnification obligations and fraud.","A $100 liability cap on a $50,000-per-year API contract signals bad faith to sophisticated counterparties and will be renegotiated or litigated.",{"step":372,"title":373,"description":374,"tip":375},7,"Set the term, renewal, and termination conditions","Choose an initial term of 1 or 2 years with auto-renewal. Set a 30-day cure period for material breach and a 30- to 60-day notice period for termination for convenience. Add a wind-down period requiring the licensee to stop using the API and delete cached data after termination.","Include a data-deletion certification requirement post-termination — ask the licensee to confirm in writing that all stored API outputs have been destroyed within 30 days.",{"step":377,"title":378,"description":379,"tip":380},8,"Execute before granting API key access","Both parties must sign the agreement before the provider issues API keys or credentials. Post-access signatures create a fresh-consideration problem and leave the pre-agreement period unprotected.","Use an eSign platform that timestamps execution and stores the fully executed copy automatically — API integrations move fast and paper-based signing creates operational delays.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"No sublicensing restriction","Without an explicit prohibition, the licensee can grant their own customers or partners access to your API, multiplying usage far beyond what you agreed to support or charge for.","Add 'non-sublicensable' to the license grant clause and explicitly state that the licensee may not share API keys or credentials with any third party.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting post-termination data obligations","If the agreement ends but the licensee continues to hold cached API output, your IP and your users' data may remain in an unauthorized system indefinitely.","Add a clause requiring the licensee to cease all API calls, delete or return all stored API outputs, and deliver written certification of deletion within 30 days of termination.",{"mistake":391,"why_it_matters":392,"fix":393},"Vague permitted-use definition","A licensee who integrates your API for 'internal business purposes' can argue that building a competing product using your data is an internal business purpose.","Define permitted use with a specific named application or a closed list of use cases, and add an explicit prohibition on using the API to develop a competing product or service.",{"mistake":395,"why_it_matters":396,"fix":397},"No credential-breach notification obligation","A compromised API key can be exploited for hours or days before the provider discovers it, resulting in unauthorized data access and potential regulatory liability for both parties.","Include a clause requiring the licensee to notify the provider within 24 hours of discovering any unauthorized access to or disclosure of API credentials.",{"mistake":399,"why_it_matters":400,"fix":401},"Liability cap set to a nominal fixed amount","Courts in several jurisdictions have found extreme liability caps — such as $100 on a high-value contract — unconscionable and void, leaving the provider with no cap at all.","Tie the aggregate liability cap to fees paid in the preceding 12 months, with a minimum floor of at least $1,000, and ensure the cap excludes fraud and indemnification obligations.",{"mistake":403,"why_it_matters":404,"fix":405},"Issuing API keys before the agreement is signed","Any usage before signature is unprotected — the IP, confidentiality, and rate-limit obligations only attach from the date of execution, leaving the pre-agreement period in a legal grey zone.","Implement a technical gate in your developer portal that prevents API key generation until the licensee has executed the agreement, either by eSign or click-through acknowledgment.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is an API license agreement?","An API license agreement is a legally binding contract between an API provider and a licensee that defines the terms under which the licensee may access, integrate, and use the provider's application programming interface. It covers permitted use, rate limits, IP ownership, confidentiality, fees, liability, and termination. It differs from click-through API terms of use in that it is a negotiated, signed document — typically used for commercial, partner, or enterprise API access rather than public developer access.\n",{"question":411,"answer":412},"When do I need an API license agreement instead of API terms of use?","Use a signed API license agreement when the API access is commercial (fee-bearing), involves sensitive or proprietary data, is granted to a named business partner rather than the general developer public, or when you need negotiated terms on rate limits, SLAs, liability, or IP. Click- through terms of use are appropriate for free, public APIs with standardized conditions. For enterprise integrations or revenue-generating API products, a signed agreement is the correct instrument.\n",{"question":414,"answer":415},"What should an API license agreement include?","At minimum: a precise definition of the API and its documentation, a license grant specifying scope and restrictions (non-exclusive, non-transferable, non-sublicensable), usage restrictions and rate limits, IP ownership and output-data rights, confidentiality obligations including credential security, fees and payment terms, warranties and disclaimers, a liability cap with consequential-damages exclusion, indemnification, term and termination conditions including post-termination data deletion, and governing law with a dispute resolution mechanism.\n",{"question":417,"answer":418},"Who owns the data returned by an API?","In most API license agreements, the provider retains ownership of the API and all data it returns. The licensee receives a limited right to use that data for the permitted purposes defined in the agreement. Ownership of derived datasets — analytics, aggregations, or models built from API output — is a separate question that the agreement should address explicitly. If the API returns user-generated content, a three-party IP framework covering provider, licensee, and end users is typically required.\n",{"question":420,"answer":421},"Is an API license agreement enforceable?","An API license agreement is generally enforceable when it is signed by authorized representatives of both parties, the obligations are clearly defined, and the governing law clause points to a recognized jurisdiction. Clauses that are routinely challenged include extremely broad non-compete provisions, nominal liability caps that courts find unconscionable, and provisions that conflict with mandatory local law — particularly in EU jurisdictions. Legal review is recommended before deploying the agreement with commercial partners.\n",{"question":423,"answer":424},"Can I use a click-through API agreement instead of a signed contract?","For public or freemium APIs, click-through terms are common and generally enforceable when the acceptance mechanism is clear and logged. For commercial APIs with negotiated fees, enterprise integrations, or access to sensitive data, a signed agreement is strongly preferred — it provides a clearer record of negotiated terms, supports better enforcement of IP and confidentiality obligations, and reduces ambiguity if disputes arise.\n",{"question":426,"answer":427},"What happens to the licensee's API access when the agreement terminates?","Upon termination, the licensee's right to call the API ends immediately or on the termination date specified in the agreement. A well-drafted agreement also requires the licensee to stop using any cached or stored API output, delete all copies of API documentation and credentials, and deliver written confirmation of deletion within a defined window — typically 30 days. The provider should have a technical mechanism to revoke API keys at the moment of termination.\n",{"question":429,"answer":430},"Do I need a lawyer to draft an API license agreement?","For straightforward commercial API access between domestic parties, a high-quality template reviewed by a technology lawyer for 1–2 hours is typically sufficient. Legal review becomes critical when the API transmits personal data subject to GDPR or CCPA, when the licensee is a large enterprise with negotiating leverage, when the API is central to a revenue-generating product, or when cross-border access involves jurisdictions with mandatory data-localization or IP laws.\n",{"question":432,"answer":433},"How do rate limits work in an API license agreement?","Rate limits are defined in a schedule or exhibit attached to the agreement and incorporated by reference into the usage restrictions clause. They specify the maximum number of API calls per second, minute, hour, and month. Exceeding a rate limit is a contractual breach, not merely a technical block. The agreement should also state the process for requesting a quota increase and whether overage usage is billed at a defined rate or triggers suspension.\n",[435,439,443,447],{"industry":436,"icon_asset_id":437,"specifics":438},"Financial Services and Fintech","industry-fintech","Open banking APIs, payment processing integrations, and financial data feeds require strict data-residency, PCI-DSS compliance, and enhanced liability provisions given the sensitivity of transactional data.",{"industry":440,"icon_asset_id":441,"specifics":442},"SaaS and Cloud Platforms","industry-saas","Platform APIs enabling third-party app ecosystems need tiered rate-limit schedules, app-review processes incorporated by reference, and deprecation-notice obligations when API versions are retired.",{"industry":444,"icon_asset_id":445,"specifics":446},"Healthcare and MedTech","industry-healthtech","APIs transmitting protected health information require HIPAA business-associate provisions, strict data-deletion obligations, and access-log retention requirements incorporated into the agreement.",{"industry":448,"icon_asset_id":441,"specifics":449},"Mapping, Data, and Geospatial Services","Geospatial and data APIs typically restrict caching of returned data, prohibit use in competing mapping products, and tie permitted use to specific named applications rather than open-ended integration rights.",[451,454,456,459],{"vs":53,"vs_template_id":452,"summary":453},"software-license-agreement-D170","A software license agreement governs access to a complete software product — typically installed or downloaded — where the licensee uses the full application. An API license agreement is narrower, covering only programmatic access to specific endpoints for integration purposes. The API agreement places greater emphasis on rate limits, credential security, and output-data rights that are not relevant in a traditional software license.",{"vs":238,"vs_template_id":239,"summary":455},"An NDA protects confidential information shared during evaluation or negotiation but grants no access rights. An API license agreement includes confidentiality obligations as one clause within a broader framework that also governs access, usage, fees, and IP. Use an NDA before granting developer sandbox access; use the API license agreement when granting production access.",{"vs":234,"vs_template_id":457,"summary":458},"D{DATA_SHARING_AGREEMENT_ID}","A data sharing agreement governs the transfer and use of a specific dataset between parties, typically as a file or database export. An API license agreement governs real-time programmatic access to data or functionality. When data is delivered via API rather than as a static export, the API license agreement is the correct instrument — though it often incorporates data-use restrictions by reference.",{"vs":101,"vs_template_id":460,"summary":461},"independent-contractor-agreement-D160","An independent contractor agreement governs a service relationship where a person builds something for a client. An API license agreement governs a technology-access relationship where a provider grants programmatic rights to an existing system. If a contractor is being engaged to build an integration using your API, you need both documents — the contractor agreement for the service, and the API license for the access.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Domestic API access between two commercial parties with straightforward usage terms and no personal data involved","Free","30–60 minutes",{"best_for":468,"cost":469,"time":470},"Commercial API products, enterprise licensees, or any integration involving personal data subject to GDPR, CCPA, or HIPAA","$500–$1,500","2–5 business days",{"best_for":472,"cost":473,"time":474},"High-value API platform businesses, fintech or healthcare APIs, multi-jurisdiction deployments, or agreements with enterprise clients requiring extensive negotiation","$2,500–$8,000+","2–4 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","US API agreements are primarily governed by contract law, with the Computer Fraud and Abuse Act (CFAA) providing criminal and civil exposure for unauthorized access that exceeds agreed terms. California law applies additional scrutiny to broad IP-assignment clauses and non-compete provisions. CCPA compliance obligations should be incorporated by reference when the API processes personal data of California residents. State trade-secret laws (DTSA federally and state equivalents) reinforce confidentiality clauses.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Canadian API agreements must consider PIPEDA (federally) and provincial privacy laws — notably Quebec's Law 25, which imposes GDPR-like obligations on data processing. Quebec contracts must be available in French for provincially regulated counterparties. Limitation-of-liability clauses must not conflict with consumer protection legislation in B2C contexts, though B2B agreements have more flexibility. Canadian courts have generally enforced well-drafted arbitration clauses.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","Post-Brexit, the UK operates under its own retained GDPR (UK GDPR) and the Data Protection Act 2018. API agreements that transmit personal data must include appropriate data-processing addenda. The Unfair Contract Terms Act 1977 limits the enforceability of exclusion clauses in standard-form B2B agreements — liability caps must be reasonable in relation to the contract value to withstand challenge. IP ownership of software-generated outputs is addressed under the Copyright, Designs and Patents Act 1988.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","GDPR applies to any API that processes personal data of EU residents, regardless of where the provider is based. A Data Processing Agreement (DPA) must be attached to or incorporated into the API license agreement when personal data is processed. The EU's proposed Data Act (in force 2025) introduces new obligations around data portability and sharing for connected-product APIs. Member states vary in enforceability of consequential-damage exclusions — some jurisdictions require gross negligence carve-outs for disclaimers to be valid.",[243,239,460,497,498,499,500,501,502,503,504,505],"saas-agreement-D12704","terms-of-service-agreement-D920","privacy-policy-D13249","data-processing-agreement-D13954","intellectual-property-assignment-D5229","service-level-agreement-D778","it-service-agreement-D13422","website-development-agreement-D14084","joint-venture-agreement-D889",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":94,"secondary_folder":508,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":518},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[513,514,515,516,517],"intellectual-property","technology","contract","api-license","software-licensing",0.92,"\u003Ch2>What is an API License Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>API License Agreement\u003C/strong> is a legally binding contract between an API provider and a licensee — typically a developer, partner, or business — that defines the precise terms under which the licensee may access and integrate the provider's application programming interface. It establishes what the licensee can do with the API, what is prohibited, who owns the IP in the API and its outputs, how access credentials must be protected, what fees apply, and under what conditions access may be suspended or terminated. Unlike click-through API terms of use, an API license agreement is a negotiated, signed instrument designed for commercial, enterprise, or partner-level access where the stakes justify enforceable obligations on both sides.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed API license agreement, every developer or business that integrates your API does so on undefined terms — leaving your intellectual property, your data, and your platform unprotected. A licensee with no contractual restrictions can reverse-engineer your API architecture, sublicense access to their own customers, cache and resell your data, or exceed rate limits without consequence. When something goes wrong — a credential leak, unauthorized data use, or a billing dispute — you have no enforceable framework to act on. Conversely, if you are the party signing an API agreement presented by a vendor, an unreviewed contract may lock you into liability exposure, restrict your ability to switch providers, or assign away rights to data your product depends on. This template gives both sides a structured starting point that protects access rights, IP ownership, and commercial terms from the moment the first API call is made.\u003C/p>\n",1779808903199]