API Licensing Agreement (Nigeria)
API LICENSING AGREEMENT
Copyright Act 2022 | Nigeria Data Protection Act 2023 (NDPA 2023) | CBN Open Banking Regulatory Framework 2023
THIS API LICENSING AGREEMENT is entered into on [Agreement Date]
BETWEEN:
(1) [Provider Name] (RC: [Provider RC Number]), of [Provider Address] ("Provider"); and
(2) [Licensee Name] (RC: [Licensee RC Number]), of [Licensee Address] ("Licensee").
1. LICENCE GRANT
1.1 Subject to the terms of this Agreement, the Provider grants the Licensee a [Licence Type] licence to access and use the [API Name] ("API") for the following purpose: [API Description].
1.2 The licence is limited to the territory of [Permitted Territories].
1.3 Rate limit: [Rate Limit]. Exceeding this rate limit may result in throttling, temporary suspension of access, or additional charges at the Provider's then-current rates.
1.4 Service Level Agreement: Provider targets [SLA Uptime] for the API.
1.5 The Licensee shall not reverse-engineer, decompile, or attempt to derive the source code of the API or its underlying software, contrary to Section 15 of the Copyright Act 2022.
2. FEES AND PAYMENT
2.1 The Licensee shall pay the Provider a licence fee of [Licence Fee], [Payment Schedule].
2.2 This Agreement has an initial term of [Agreement Term]: [Renewal Terms].
2.3 All fees are exclusive of VAT at the applicable rate under the Value Added Tax Act Cap V1 LFN 2004 (as amended). The Licensee shall pay VAT in addition to the licence fee.
3. INTELLECTUAL PROPERTY AND DATA PROTECTION
3.1 All intellectual property rights in the API, its underlying software, documentation, and associated materials are and shall remain the exclusive property of the Provider, protected under the Copyright Act 2022. The Licensee receives only the limited licence set out in Clause 1.
3.2 Personal data: [Personal Data Processed]. Where the API processes personal data of Nigerian residents, the parties shall execute a separate Data Processing Agreement compliant with the Nigeria Data Protection Act 2023 (NDPA 2023), and the Licensee shall comply with all requirements of the NDPA 2023 in respect of personal data accessed through the API.
3.3 Data residency: [Data Residency Requirement].
4. TERMINATION AND GOVERNING LAW
4.1 Either party may terminate this Agreement immediately on written notice if the other party commits a material breach (including exceeding rate limits for fraudulent or harmful purposes, breach of the prohibited uses in Clause 1.5, or non-payment of fees for more than 30 days).
4.2 On termination, the Licensee shall immediately cease all access to and use of the API and destroy all cached API data.
4.3 This Agreement is governed by the laws of Nigeria. Disputes shall be resolved by arbitration under the Arbitration and Conciliation Act Cap A18 LFN 2004, seated in Lagos.
API Provider – Authorised Signatory
________________
Signature
Licensee – Authorised Signatory
________________
Signature
What Is a API Licensing Agreement (Nigeria)?
An API Licensing Agreement in Nigeria governs the relationship between the parties by fixing what each must do.
The Copyright Act 2022 recognises computer programs as literary works entitled to copyright protection from the moment of creation, without any registration requirement. The copyright owner (typically the API provider) holds the exclusive rights to reproduce, adapt, distribute, and make available the API's underlying code and documentation. An API licence is therefore a limited permission granted by the copyright owner to the licensee to exercise specified rights within defined conditions.
Nigeria's technology sector — anchored by fintech giants including Paystack (a Stripe subsidiary), Flutterwave, Interswitch, Opay, and Kuda Bank — relies heavily on APIs to power payment processing, identity verification, account management, and data aggregation. The Nigeria Inter-Bank Settlement System (NIBSS), the central financial market infrastructure operated under the auspices of the CBN and the Bankers' Committee, provides core APIs for Instant Payment (NIP), account verification, and BVN lookup that underpin much of Nigeria's fintech ecosystem.
The Nigeria Data Protection Act 2023 (NDPA 2023), administered by the Nigeria Data Protection Commission (NDPC), imposes strict obligations on any API that processes personal data of Nigerian residents. Data processing agreements, security measures, and breach notification procedures must be embedded in API licensing arrangements that involve personal data flows.
The Nigerian Startup Act 2022 and the NCC's Digital Innovation and Entrepreneurship Regulatory Framework (DIEF) provide regulatory support for startups building API-based products, including a regulatory sandbox that allows testing of innovative API-based financial and technology products before full licensing.
The legal framework governing the API Licensing Agreement (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a API Licensing Agreement (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies and Allied Matters Act (CAMA) 2020 sets the foundational requirements.
When Do You Need a API Licensing Agreement (Nigeria)?
A Nigeria API Licensing Agreement is needed whenever an API owner grants a third party access to its API on defined commercial, legal, and technical terms.
Nigerian fintech companies offering payment APIs — including payment gateway APIs, bank transfer APIs, and card payment processing APIs — need API licensing agreements with merchants, developers, and platform operators who integrate their payment capabilities. The CBN's Open Banking Regulatory Framework (2023) specifically requires licensed financial institutions to formalise API access arrangements with third-party providers through written agreements.
Telecommunications companies licensed by the Nigerian Communications Commission (NCC) — including MTN Nigeria, Airtel Nigeria, Glo, and 9mobile — that offer USSD, SMS, and data APIs to third-party developers and businesses need API licensing agreements to govern access rights, fees, and data handling obligations.
Data aggregation companies and credit bureaux — including CreditRegistry Nigeria, FirstCentral Credit Bureau, and CRC Credit Bureau (licensed by the CBN under the Credit Reporting Act 2017) — that provide API access to consumer credit data and business financial data require API licensing agreements to manage data access rights and NDPA 2023 compliance.
Software-as-a-Service (SaaS) providers operating in Nigeria that expose APIs allowing enterprise customers to integrate the SaaS platform with their internal systems need API licensing agreements to restrict permitted uses, establish rate limits, and allocate IP ownership of integrations built by the customer.
Government agencies offering digital services APIs — including the National Identity Management Commission (NIMC) NIN verification API, the Corporate Affairs Commission (CAC) search API, and the Federal Inland Revenue Service (FIRS) TIN verification API — need API licensing agreements with approved third-party users who access these public sector datasets.
Parties in Nigeria should prepare a API Licensing Agreement (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your API Licensing Agreement (Nigeria)
A Nigeria API Licensing Agreement should contain the following key elements.
Parties: Full legal names, RC numbers (CAC registration under CAMA 2020), and addresses of the API provider and the licensee.
Licence grant: A precise description of the rights granted — whether the licence is non-exclusive (the provider can grant similar licences to other parties), exclusive (for a defined period or territory), sublicensable (the licensee can grant sub-licences), and revocable or irrevocable. The licence should specify the API version(s) covered and the permitted use cases.
API access and technical specifications: The API endpoint URL, authentication method (OAuth 2.0, API key, JWT token), the documentation provided, the rate limits (calls per minute/day/month), and the service level agreement (SLA) for uptime and response time.
Licence fees: The fee structure (fixed monthly fee, per-call pricing, tiered pricing by volume) expressed in Nigerian Naira (NGN), the payment schedule, and the mechanism for fee adjustments on renewal.
Data handling and NDPA 2023 compliance: Where the API transmits personal data, the agreement must include a data processing agreement (DPA) compliant with the Nigeria Data Protection Act 2023, covering processing purposes, data subject rights, security measures, breach notification within 72 hours, sub-processing restrictions, and data residency requirements.
Intellectual property: Confirmation that all IP in the API and its underlying technology belongs to the provider; the licensee receives only a limited, revocable licence. The licensee retains ownership of their own applications built using the API.
Prohibited uses: Reverse engineering, decompiling, reselling API access, scraping data at scale, using the API for illegal purposes (including purposes that violate the Cybercrimes (Prohibition, Prevention, etc.) Act 2015), or exceeding rate limits.
Termination: Immediate termination for breach of prohibited uses; 30-day notice termination for convenience; effects of termination on cached or stored API data.
Governing law: Laws of Nigeria; disputes before the High Court of Lagos State or arbitration under the Arbitration and Conciliation Act Cap A18 LFN 2004.
Additional compliance elements for a API Licensing Agreement (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). API Licensing Agreement (Nigeria) (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/business/intellectual-property/api-licensing-agreement-nigeria
"API Licensing Agreement (Nigeria) (Nigeria)." Forms Legal, 2026, https://forms-legal.com/nigeria/business/intellectual-property/api-licensing-agreement-nigeria.
@misc{formslegal-api-licensing-agreement-nigeria,
author = {{Forms Legal}},
title = {API Licensing Agreement (Nigeria) (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/business/intellectual-property/api-licensing-agreement-nigeria}},
note = {Free legal document template. Based on Companies and Allied Matters Act (CAMA) 2020}
}Frequently Asked Questions
API and software licensing in Nigeria is governed primarily by the Copyright Act 2022 (which repealed and replaced the Copyright Act Cap C28 LFN 2004), the Nigeria Data Protection Act 2023 (NDPA 2023), and the general law of contract. The Copyright Act 2022 protects computer programs as literary works, granting the author the exclusive rights to reproduce, distribute, adapt, and make available the work. An API itself — as a set of protocols, specifications, and tools — may be protected as a literary work (the code) and potentially under trade secret principles if the underlying algorithms are kept confidential. The Nigeria Data Protection Act 2023 (which established the Nigeria Data Protection Commission — NDPC — replacing the NDPC established under the Nigeria Data Protection Regulation 2019) is critically important for APIs that process personal data of Nigerian residents. Under Section 25 of the NDPA 2023, data controllers and processors must have a legal basis for processing personal data, and any API that transfers personal data to third-party licensees must be covered by appropriate data processing agreements. The Nigerian Communications Commission (NCC) regulates APIs used by telecommunications companies and fintech firms licensed under the NCC's Open API framework.
An API rate limit is a technical restriction on the number of API calls (requests) that a licensee can make within a specified time period — for example, 1,000 calls per minute or 100,000 calls per day. Rate limits are included in API licensing agreements for several reasons: they prevent a single licensee from consuming disproportionate server resources and degrading performance for other users; they create a pricing mechanism (licensees pay more for higher call volumes); and they manage the security risk of automated scraping or denial-of-service attacks. In Nigerian fintech, where APIs from providers such as Paystack, Flutterwave, Interswitch, and NIBSS (Nigeria Inter-Bank Settlement System) power payment processing, account verification (BVN lookup), and bank transfer systems, rate limits are commercially significant. The Central Bank of Nigeria (CBN) Open Banking Regulatory Framework (issued 2023) and the NCC's Open API standards require that API providers publish their rate limits and service level agreements (SLAs) transparently. The API Licensing Agreement must specify: the applicable rate limits, the consequences of exceeding them (throttling, suspension, additional fees), the mechanism for upgrading to a higher tier, and the SLA uptime commitments.
Yes. Any API that transmits, processes, or makes accessible personal data of Nigerian residents — including names, contact details, financial data, biometric data (such as BVN), health data, or location data — must comply with the Nigeria Data Protection Act 2023 (NDPA 2023). The NDPA 2023 applies to data controllers and data processors established in Nigeria, and to those outside Nigeria who process data of individuals in Nigeria. Key obligations under the NDPA 2023 include: processing personal data only on a lawful basis (consent, contract, legitimate interest, legal obligation, vital interest, or public interest); entering into a written data processing agreement with any third party (including the API licensee) who processes personal data on the data controller's behalf, covering the scope, nature, and purpose of processing, the data controller's instructions, security measures, and sub-processing arrangements; notifying the Nigeria Data Protection Commission (NDPC) and affected individuals of data breaches within 72 hours; and implementing technical and organisational measures appropriate to the risk. Fintech APIs accessing CBN-regulated payment data must also comply with the CBN's Framework for BVN Operations, the PCI-DSS standards for payment card data, and the CBN Consumer Protection Framework.
Yes. An API Licensing Agreement may include geographic restrictions limiting the countries or territories in which the licensee may access or deploy the API. Such restrictions are enforceable under the general law of contract in Nigeria, subject to competition law constraints. The Federal Competition and Consumer Protection Act 2018 (FCCPA 2018) and the Federal Competition and Consumer Protection Commission (FCCPC) — which has jurisdiction over competition matters in all sectors except the telecommunications sector (regulated by the NCC) — prohibit anti-competitive agreements. A geographic restriction that amounts to market allocation between competitors, or that is designed to protect an incumbent from competition rather than to serve a legitimate business purpose, could be investigated by the FCCPC. However, geographic restrictions imposed by an API provider on a licensee for legitimate business reasons — such as regulatory compliance in the excluded territory, protection of third-party rights, or managing technical infrastructure — are generally permissible. For Nigerian fintech APIs connected to the CBN's payment infrastructure (NIP — NIBSS Instant Payment, USSD, or Open Banking), any geographic restrictions must be consistent with the CBN's licensing conditions and data residency requirements.
A API Licensing Agreement (Nigeria) does not legally require a lawyer in Nigeria, though legal advice is recommended. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) governs corporate documents through the Corporate Affairs Commission (CAC). The National Industrial Court of Nigeria (NICN) adjudicates employment disputes. The Nigeria Data Protection Regulation (NDPR) and NDPC impose data protection obligations. The Federal Inland Revenue Service (FIRS) requires tax compliance. Forms-legal.com provides this template as a starting point — always review with a qualified Nigerian lawyer for significant transactions. Under Nigeria law, Companies and Allied Matters Act (CAMA) 2020, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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