Thanks to technology like application programming interface (API) connections, Software-as-a-Service (SaaS) businesses often partner with other SaaS businesses for technology partnerships through an integration. Just like any other engagement, though, you should have an agreement that outlines the parameters of the integration. This post will give you a high level overview of what goes into a Technology Integration Agreement.
- Recitals – This part of the agreement clearly lays out who the parties are, what they do, and what they’re bringing to the table in this integration. For example, “Acme Corp develops, markets, and sells —“, “Beta Corp develops, markets, and sells —“, “Acme Corp and Beta Corp want to integrate their products —.” It’s important to be specific in these recitals about what exactly you do, and what the intended result is.
- Definitions – Definitions in a Technology Integration Agreement should cover your technology, your partner’s technology, who each of your users are, what kind of data will be shared, and any other product specific definitions.
- Product Integration – This section should lay out the intended integration, details, completion date, and further obligations you and your partner have with each other – including servicing, updates, development support, and customer support. There should also be detailed information around how the integration method will be delivered.
- Fees and Expenses – If there will be any fees exchanged for the integration, lay out the specifics here. Further, lay out whether expenses for development of the integration should be shared between the parties, or handled individually.
- Intellectual Property Ownership – The all important intellectual property ownership section should lay out the limited license being offered by each party for the specific purpose of the integration, along with what marks (name, logo, etc.) can be used to promote the integration. Further, there should be a clear “Reservation of Rights” provision that specifically makes the parties agree and acknowledge that no rights to the title of either companies SaaS products are being assigned to the other party for avoidance of doubt.
- Data Ownership – As the title suggests, this section should lay out who owns the data being processed. This section should also incorporate by reference any additional documents you want as a part of the agreement surrounding data privacy and security – including any Data Privacy and Security Addendum.
- Representations and Warranties – Here, each party represents that they are indeed capable of entering into this agreement and have the appropriate authority, have the appropriate finances, and have received the necessary permissions to execute the agreement.
- Indemnification – Integration Agreements generally see mutual indemnification for third-party claims of intellectual property infringement.
- Term and Termination – Specify how long the agreement will last, and under what circumstances either party can terminate the agreement. Further, since there is integrations involved, it should be specified what happens upon termination to the integration itself and all the data that has been exchanged between parties.
- Confidentiality – A strong Confidentiality section is recommended for integration agreements, as sensitive data and information are likely to be exchanged. This section should also lay out obligations, continuing obligations, required disclosures, and return or destruction of confidential information.
- Limitation of Liabilities and Warranty Disclaimer – SaaS companies often disclaim all warranties, and set a limitation of liability to 1 to 2 times the total contract value over the past 12 months. Carveouts would be implanted depending on what kind of data is being shared.
- General Provisions – such as Entire Agreement, Force Majeure, Notice, Waiver, Severability, Assignment, Compliance, Choice of Law, Relationship of the Parties as Independent Contractors, Waiver, and Counterparts to the agreement.
- Exhibits – Recommended for these agreements, as stated above, are a Data Security Addendum that lay out specific data security requirements from each party, and a data privacy addendum that requires compliance with data privacy laws and regulations.
Let us Help
This post is just a high level overview of the what goes into a Technology Integration Agreement.
There are many more nuances and specifics around this type of agreement, and you should have an experienced attorney help you through drafting the right one to make sure you and your customers are protected.
Kader Law can help you draft, edit, or negotiate these agreements. If you’re interested, feel free to contact us.
This post is not legal advice, and does not establish any attorney client privilege between Law Office of K.S. Kader, PLLC and you, the reader.