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Facilitator Guide

API License Agreements

What’s covered

  • Why APIs need their own license agreements
  • Open, internal, and partner APIs
  • API licenses vs. SaaS agreements
  • License grant and use restrictions
  • API keys and reservation of rights
  • Confidentiality, end-user data, and monitoring
  • Support, discontinuation, and termination
  • Warranties, liability caps, and indemnification
  • Standard vs. negotiated API deals

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/api-license-agreements/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

  • still frame from API Licensing Agreements

    Course

    API Licensing Agreements

    An overview of API license agreements, including the license grant, use restrictions, confidentiality, data and monitoring provisions, and risk allocation terms, with a comparison of a standard-form agreement and a negotiated one.

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    Exercise

    PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • What is an API, and why might a company need a license agreement to use someone else's?
  • How do open or public APIs, internal APIs, and partner APIs differ?
  • How is an API license similar to a SaaS agreement, and what feature of an API relationship makes it different?
  • What risks does the licensee take on when the licensor can modify or discontinue the API without notice?
  • Why would a licensor reserve the right to monitor the licensee’s use of the API?
  • What can give a licensee more leverage in a negotiated API license?
  • In a standard-form API license, who is usually responsible for privacy compliance for the licensee’s end users?
  • How might indemnification look different in a negotiated API license compared with a standard form?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system's breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don'ts)
  • Firm-specific guidance and practices


After the session

To continue learning, attendees can check out related courses in Hotshot's Technology Licensing topic.