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PLAYBOOK TEMPLATES

API Terms of Service & Developer Agreement

An API Terms of Service & Developer Agreement governs developer access to an organization‚ APIs, data, and platform. This playbook details provisions around usage rights, rate limits, data handling, and security compliance.

Confidentiality

Why This Matters: Inadequate confidentiality protections can lead to unauthorized disclosures, competitive harm, and breaches of trust.

Negotiation strategy

If you're the API Provider:

Ensure the confidentiality clause is robust, covering all proprietary information and specifying a reasonable duration. Include exceptions only for legal requirements or with prior consent.

If you're the Developer:

Negotiate for a clear definition of confidential information and a reasonable confidentiality period. Seek to include necessary exceptions for disclosures required by law.

Essential elements

1

Confidentiality Obligations

Protect proprietary information.
2

Permitted Disclosures

Outline allowed exceptions.
3

Confidentiality Period

Set duration of obligations.

Action framework

ACCEPT

Propose edits if the clause lacks clarity on what constitutes confidential information or if the duration is too short.

EDIT

Reject if the clause does not adequately protect sensitive information or lacks necessary exceptions.

ADD

Add language to specify the confidentiality period and permitted disclosures if missing.

PRO TIP

Always ensure the confidentiality clause aligns with industry standards and regulatory requirements.

Example clauses

FAVORABLE

Preferred Confidentiality Clause

"Each party agrees to keep confidential all proprietary information received from the other party, using the same degree of care as it uses to protect its own confidential information, for a period of [insert duration]. Permitted disclosures include those required by law or with prior written consent."
NEUTRAL

Fallback Confidentiality Clause

"Confidential information shall be protected for a period of [insert duration], with exceptions for disclosures required by law or regulatory authorities."
UNFAVORABLE

Unfavorable Confidentiality Clause

"Confidentiality obligations are limited to the term of the agreement and do not specify exceptions."

Fallbacks

High-Risk Projects

In high-risk projects, ensure the confidentiality clause includes specific measures for data protection and breach notification.

Cross-Border Transactions

For cross-border transactions, address data transfer regulations and ensure compliance with international standards.

Mergers and Acquisitions

In M&A scenarios, confidentiality clauses should cover due diligence processes and post-closing obligations.
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