Soware 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 soware 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.
• e company must retain ownership of all right, title, and interest
in the SDK materials, and all intellectual property rights therein,
including any modications 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 soware or hardware products. at is, if the developer makes
a suggestion for the improvement of the SDK materials, the company