💡 Plain English Explanation

When you grant API access to a partner, contractor, or potential acquirer, you are giving them a direct window into your system. They can see your data structures, understand your rate limiting strategies, observe your error handling patterns, and potentially access sensitive customer data through the endpoints you expose.

This clause addresses the unique confidentiality challenges that arise from API integrations. It covers not just the API documentation itself, but also the credentials used to access the API, the data transmitted through API calls, and the insights that can be derived from monitoring API behavior.

Key aspects of API access that require protection:

⚠ Why This Matters for SaaS Companies

Competitive Intelligence Risk: A competitor with API access can reverse-engineer your rate limiting algorithms, understand your data model, and learn about your customer segments through the data structures you expose. Without specific protection, they may argue that publicly documented APIs are not confidential.

Data Retention Concerns: Once a partner receives data through your API, what happens to that data? Can they store it indefinitely? Can they aggregate it with other data sources? Clear terms on data retention and deletion are essential.

Credential Security: API keys and OAuth tokens provide direct system access. If a receiving party's security is compromised, your systems become vulnerable. The clause should establish security obligations for credential handling.

📄 Clause Versions

Balanced Version: Provides reasonable protection for API providers while allowing integration partners necessary flexibility. Suitable for standard partnership integrations where both parties have legitimate business needs. 
API AND DATA ACCESS CONFIDENTIALITY

1. API Access Credentials. All API keys, access tokens, OAuth credentials, and other authentication mechanisms provided by the Disclosing Party ("API Credentials") are Confidential Information. The Receiving Party shall:
   (a) Store API Credentials using industry-standard encryption;
   (b) Limit access to API Credentials to personnel with a need to know;
   (c) Not share, publish, or embed API Credentials in client-side code or public repositories; and
   (d) Immediately notify the Disclosing Party if API Credentials are compromised or suspected of compromise.

2. Data Accessed via API. All data retrieved through the Disclosing Party's APIs ("API Data") shall be treated as Confidential Information, subject to the following:
   (a) API Data may be used only for the purposes specified in the underlying service agreement;
   (b) API Data shall not be stored beyond the reasonable needs of the integration, and in no event longer than thirty (30) days after the termination of API access;
   (c) Upon termination, the Receiving Party shall delete all stored API Data and certify such deletion in writing.

3. Rate Limits and System Information. Information regarding API rate limits, quotas, throttling mechanisms, and system capacity shall be Confidential Information. The Receiving Party shall not:
   (a) Publish or disclose rate limit information;
   (b) Attempt to circumvent or test the boundaries of rate limiting mechanisms; or
   (c) Use rate limit information to make inferences about the Disclosing Party's infrastructure capacity.

4. Webhook and Event Data. Any webhook configurations, event subscriptions, and callback data shall be Confidential Information. The Receiving Party shall implement reasonable security measures for webhook endpoints receiving Disclosing Party data.

5. API Documentation. Non-public API documentation is Confidential Information. Publicly available API documentation may be shared to facilitate integration but shall not be modified or republished without authorization.
Disclosing Party Favor: Maximum protection for API providers with strict controls on data usage, retention, and derived insights. Use when granting API access for due diligence, sensitive integrations, or to parties with potential competitive interests. 
API AND DATA ACCESS CONFIDENTIALITY

1. Comprehensive API Confidentiality. All aspects of the Disclosing Party's API ecosystem constitute Confidential Information, including without limitation:
   (a) All API documentation, whether public or private, including endpoint specifications, request/response schemas, error codes, and versioning information;
   (b) All API Credentials including API keys, tokens, secrets, certificates, and any other authentication or authorization mechanisms;
   (c) All data accessible through or transmitted via APIs;
   (d) All information derivable from API interactions, including rate limits, response times, system behavior patterns, and infrastructure characteristics; and
   (e) The existence and nature of any non-public API endpoints.

2. Strict Credential Controls. The Receiving Party shall:
   (a) Store all API Credentials in encrypted form using AES-256 or equivalent encryption;
   (b) Never store API Credentials in source code, configuration files accessible to version control, environment variables in shared systems, or any location accessible to unauthorized personnel;
   (c) Implement access logging for all API Credential usage;
   (d) Rotate credentials immediately upon any personnel change involving individuals with credential access;
   (e) Notify the Disclosing Party within four (4) hours of any known or suspected credential compromise; and
   (f) Be liable for all API usage conducted using credentials assigned to the Receiving Party.

3. Data Handling Requirements. For all data accessed via API:
   (a) Data shall be used solely for the specific, documented purpose approved in writing by the Disclosing Party;
   (b) Data shall not be cached, stored, or persisted beyond the immediate technical need for processing, and in no event longer than twenty-four (24) hours;
   (c) Data shall not be combined, aggregated, or correlated with any other data sources;
   (d) No copies, extracts, summaries, or derivatives of API data shall be retained;
   (e) All processing shall occur in memory without persistent storage where technically feasible; and
   (f) Upon request, the Receiving Party shall provide evidence of compliance with these requirements.

4. Prohibited Activities. The Receiving Party shall not:
   (a) Reverse engineer, benchmark, or analyze API behavior to derive information about the Disclosing Party's systems, architecture, or business;
   (b) Monitor API response times, error rates, or availability to infer system capacity or performance;
   (c) Attempt to access endpoints, data, or functionality beyond the scope of granted permissions;
   (d) Share API access with any third party or allow any third party to make requests using the Receiving Party's credentials;
   (e) Create any product, service, or feature that replicates functionality exposed through the API; or
   (f) Use insights gained from API access to compete with the Disclosing Party.

5. Audit Rights. The Disclosing Party may, upon reasonable notice, audit the Receiving Party's compliance with this section, including review of access logs, security configurations, and data handling practices.
Receiving Party Favor: Provides necessary flexibility for integration partners while maintaining reasonable confidentiality. Appropriate when building critical integrations or when API data is needed for legitimate business analytics. 
API AND DATA ACCESS CONFIDENTIALITY

1. API Credentials. API keys and access tokens provided by the Disclosing Party shall be treated as Confidential Information. The Receiving Party shall implement commercially reasonable security measures to protect such credentials. Credential storage and handling shall comply with the Receiving Party's standard information security practices.

2. Scope of API Confidentiality. The following shall constitute Confidential Information:
   (a) Non-public API endpoints and documentation explicitly marked as confidential;
   (b) API Credentials; and
   (c) Specific customer data accessed via API that is identifiable to individual end users.

3. Permitted Uses of API Data. The Receiving Party may:
   (a) Cache API responses for reasonable periods to optimize performance and reduce API calls;
   (b) Store API data as necessary for the integration functionality, including historical data for trend analysis;
   (c) Create aggregated, anonymized analytics from API data, provided such analytics do not reveal Confidential Information of identifiable customers;
   (d) Retain aggregated statistics and performance metrics derived from API usage; and
   (e) Combine API data with other data sources for legitimate business purposes.

4. Public API Information. The following shall NOT be considered Confidential Information:
   (a) Any API documentation that is publicly accessible;
   (b) API behavior observable through normal, authorized use;
   (c) Error messages and status codes returned by the API;
   (d) General knowledge of API capabilities gained through the integration; and
   (e) Rate limit information communicated through standard HTTP headers.

5. Data Retention. Upon termination of API access, the Receiving Party shall:
   (a) Cease making new API requests;
   (b) Delete raw API data within ninety (90) days; and
   (c) The Receiving Party may retain anonymized, aggregated data and analytics derived from API access indefinitely.

6. Security Incidents. The Receiving Party shall notify the Disclosing Party of any confirmed security breach affecting API Credentials within seventy-two (72) hours of discovery. Suspected or potential incidents do not require notification.

💬 Key Considerations for API Access