What should an API integration NDA protect?

API integration NDAs should protect: API documentation and specifications, authentication credentials and keys, rate limiting and usage policies, integration architecture details, sandbox and production environment information, performance benchmarks, and any proprietary protocols or data formats.

How should API credentials be handled in an NDA?

API credentials require specific protections including: secure storage requirements, prohibition on sharing or embedding in code repositories, key rotation procedures, revocation protocols upon termination, and incident response procedures if credentials are compromised.

Do I need an NDA before providing API documentation?

It depends on your API strategy. Public APIs with open documentation may not require NDAs. However, partner APIs, private integrations, and beta features should be protected by NDA before sharing documentation to prevent competitive disclosure and maintain control over your ecosystem.

What happens to API access when an NDA terminates?

Upon NDA termination, the integration partner should: immediately cease all API access, securely delete all credentials and tokens, remove any cached or stored confidential data, provide certification of deletion, and maintain ongoing confidentiality for any information already received.

API Integration NDA Generator | Platform Partnerships

🔒 What API Integration NDAs Protect

API Documentation & Specifications

Technical information about your API

API endpoint documentation and schemas
Authentication and authorization flows
Rate limiting policies and thresholds
Error codes and response formats
Webhook configurations and payloads
Beta features and unreleased endpoints

Credentials & Access Controls

Authentication and security information

API keys and secret tokens
OAuth client IDs and secrets
JWT signing keys and certificates
Sandbox vs. production credentials
IP allowlists and access controls
Service account configurations

Key API NDA Provisions

📝

API Documentation Confidentiality

Required

Explicitly defines API documentation, specifications, and technical materials as confidential information with specific handling requirements.

"Confidential Information" includes, without limitation: (i) all API documentation, specifications, schemas, and technical materials; (ii) endpoint URLs, parameters, and response formats; (iii) rate limiting policies and usage thresholds; (iv) any features designated as beta, preview, or unreleased; and (v) performance benchmarks and system architecture details.

🔑

Credential Protection Requirements

Required

Establishes specific security requirements for API credentials including storage, transmission, and access controls.

Receiving Party shall: (i) store all API credentials using industry-standard encryption; (ii) never commit credentials to source code repositories or include in application logs; (iii) implement credential rotation as specified by Disclosing Party; (iv) immediately notify Disclosing Party of any suspected credential compromise; and (v) limit credential access to personnel with a need-to-know basis.

📊

Usage Data and Metrics

Recommended

Protects information about API usage patterns, rate limits, and performance metrics that could reveal competitive information.

Receiving Party agrees that all information regarding API usage patterns, rate limit allocations, performance metrics, and quota adjustments constitutes Confidential Information. Receiving Party shall not disclose such information to third parties or use it to benchmark Disclosing Party's service against competitors.

🏗️

Sandbox vs. Production Handling

Recommended

Distinguishes between development/sandbox environments and production systems with appropriate handling requirements for each.

Receiving Party acknowledges that sandbox and production environments have different data sensitivity levels. Production API access shall only be granted after: (i) completion of security review; (ii) execution of this Agreement; and (iii) written approval from Disclosing Party. Sandbox data shall not be used in production, and production data shall not be copied to sandbox environments.

🚧

Integration Architecture Protection

Optional

Protects details about how the API integration is architected, preventing disclosure of system design to competitors.

Receiving Party shall treat all information regarding the architecture, design patterns, and implementation details of the integration as Confidential Information. This includes data flow diagrams, sequence diagrams, and any documentation describing how systems interact through the API.

🔐 API Credential Security Requirements

API credentials require specific security controls beyond standard confidentiality provisions.

🔒

Encrypted Storage

🔄

Key Rotation

🚫

No Hardcoding

🚨

Breach Response

Upon any suspected or actual compromise of API credentials, Receiving Party shall: (i) immediately notify Disclosing Party via the designated security contact; (ii) cooperate fully in the investigation; (iii) implement any additional security measures requested by Disclosing Party; and (iv) bear the costs of credential rotation and any remediation activities necessitated by the compromise.

Termination and API Access Revocation

Upon termination of the NDA, specific procedures must be followed to ensure secure cessation of API access.

Terminate Access

Revoke all API keys

→

Delete Credentials

Securely purge all tokens

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Remove Data

Delete cached responses

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Certify

Written confirmation

Upon termination or expiration of this Agreement, Receiving Party shall within five (5) business days: (i) cease all use of the API; (ii) securely delete all API credentials, tokens, and keys; (iii) remove any cached or stored data obtained through the API; (iv) provide written certification of compliance with these requirements; and (v) return or destroy all API documentation and related materials. Ongoing confidentiality obligations shall survive termination.

Generate Your API Integration NDA

Customize provisions based on your API partnership type and security requirements.

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⚖️ Consult a Technology Attorney

API integration agreements involve complex technical and legal considerations. While our templates provide a strong foundation, we recommend having a technology attorney review agreements for enterprise integrations or sensitive data access. Request a consultation.

API Integration NDA