O'Reilly logo

A Guide to IT Contracting by Michael R. Overly, Matthew A. Karlyn

Stay ahead with the world's most comprehensive technology and business learning platform.

With Safari, you learn the way you learn best. Get unlimited access to videos, live online training, learning paths, books, tutorials, and more.

Start Free Trial

No credit card required

141
12
Software Development Kit
(SDK) Agreements
CHECKLIST
Content of SDK
APIs
Sample code
Sample documentation
Other data and information
Ensure IP protected
Scope of License
Scope
Internal development
Internal testing
Distributable
What agreement applies to distribution
Developer rights
Ownership
Company owns SDK materials
Modications and derivatives
Company ownership of suggestions and feedback
Condentiality
Testing of third-party soware products
No representations or warranties as to compatibility
Condentiality of SDK
Support
Not generally provided
142  •  A Guide to IT Contracting: Checklists, Tools, and Techniques
If provided, precise obligations
No representations or warranties with respect to support services
As is and as available
Warranty Disclaimers
No warranties
No liability of company
As is, as available
Limitations of Liability
Complete limitation
Exclusion of consequential damages
No recovery of direct damages
Stop gap if unenforceable
Indemnication
Developer indemnication of company for all claims against
company related to developer’s use of SDK
Export and Import
Developer’s compliance with all export and import laws
Indemnication for claims against company
Acquisition by federal government
Protection of IP
Term and Termination
Term?
Termination for convenience
Termination for breach/bankruptcy
OVERVIEW
A soware development kit (SDK) is comprised of soware tools and doc-
umentation that enable a third-party soware developer to interface with
a company’s soware and/or hardware products; but does not contemplate
the redistribution of any company soware or products to third parties
(i.e., a reseller or OEM agreement would be required for any redistribu-
tion). SDKs must be provided pursuant to a SDK agreement that provides
critical protections for the company’s intellectual property and ensures
that the company is not exposed to undue risk as a result of permitting
access to the company’s soware and/or hardware products.
Soware Development Kit (SDK) Agreements • 143
KEY CONSIDERATIONS AND ESSENTIAL TERMS
SDK agreements must generally contain the following terms in order to
ensure that the company’s business and legal objectives are achieved.
• e SDK should include enough data and information, such as appli-
cation programming interfaces (“APIs”), sample code and documen-
tation, to accomplish the goal of allowing third parties to develop
applications to interface with company soware and hardware.
However, company intellectual property is a critical concern and the
company should not provide more than is necessary to accomplish
this goal, particularly with respect to the company’s source code and
other trade secrets.
Scope of License
• SDK agreements should clearly specify the scope of the license being
granted, and what the third party can do with the SDK materials,
such as APIs, sample code, and documentation. For example, certain
code may be for internal development and testing only, while other
code may be distributable in object code format only, but only under
a separately executed OEM or reseller agreement.
• e Agreement should describe what products or services will be
provided by the developer for interfacing with the company’s so-
ware and/or hardware.
Ownership
• e company must retain ownership of all right, title, and interest
in the SDK materials, and all intellectual property rights therein,
including any modications or derivatives of the SDK materials.
Each SDK agreement should clearly establish the rights of owner-
ship to the SDK materials. In addition, the company should retain
the right to use and disclose any suggestions or feedback provided
by the developer relating to the SDK materials or any of the com-
pany’s soware or hardware products. at is, if the developer makes
a suggestion for the improvement of the SDK materials, the company

With Safari, you learn the way you learn best. Get unlimited access to videos, live online training, learning paths, books, interactive tutorials, and more.

Start Free Trial

No credit card required