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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.

Intellectual Property Rights

Why This Matters: Misaligned IP provisions can lead to ownership disputes, infringement claims, and hinder future innovation or commercialization.

Negotiation strategy

If you're the API Provider:

Ensure that ownership of pre-existing IP remains with the company. Negotiate for exclusive rights to any newly developed IP that aligns with strategic goals.

If you're the Developer:

Secure fair compensation for any IP developed under the contract. Ensure licensing terms are favorable and protect proprietary IP from excessive restrictions.

Essential elements

1

Ownership Rights

Defines who owns the IP.
2

Licensing Terms

Outlines terms for IP use.
3

Usage Restrictions

Limits on IP modification.

Action framework

ACCEPT

Propose edits if the clause does not align with strategic IP goals or company policies.

EDIT

Reject if the clause imposes unreasonable restrictions on IP usage or ownership.

ADD

Add language to clarify ownership and licensing terms if missing.

PRO TIP

Always consult with the IP legal team to ensure compliance with company policies and strategic objectives.

Example clauses

FAVORABLE

Preferred IP Ownership Clause

"Each party retains ownership of its pre-existing intellectual property. Any intellectual property developed under this agreement shall be owned by [Party A/Party B] and licensed to the other party under the following terms: [insert licensing terms]."
NEUTRAL

Standard IP Clause

"The parties agree to negotiate in good faith regarding the ownership and licensing of any intellectual property developed under this agreement."
UNFAVORABLE

Restrictive IP Clause

"All intellectual property developed under this agreement shall be owned by the contractor, with no licensing rights granted to the company."

Fallbacks

Joint Development Projects

Address joint ownership or shared licensing rights in joint development scenarios to prevent future conflicts.

High-Risk Projects

In high-risk projects, ensure IP clauses provide sufficient protection against potential infringement claims.

Cross-Border Agreements

Consider jurisdictional differences in IP laws when drafting clauses for international contracts.
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