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Software Royalty Agreement
"I need a Software Royalty Agreement for licensing my enterprise resource planning software to Australian businesses, with a 15% royalty on gross revenue and quarterly payment terms, including provisions for source code escrow and annual audit rights."
1. Parties: Identifies and provides details of the licensor and licensee
2. Background: Contextual information about the software, its ownership, and the purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Grant of Rights: Specifies the scope of license and permitted uses of the software
5. Calculation of Royalties: Details how royalties are calculated, including basis (gross/net revenues) and rates
6. Payment Terms: Specifies payment frequency, method, currency, and reporting requirements
7. Intellectual Property Rights: Confirms ownership and protection of IP rights
8. Warranties and Representations: Warranties regarding software ownership, functionality, and non-infringement
9. Confidentiality: Obligations regarding confidential information protection
10. Term and Termination: Duration of agreement and circumstances for termination
11. Audit Rights: Rights to audit licensee's records for royalty calculation verification
12. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Source Code Escrow: Required when source code is to be held in escrow for licensee protection
2. Support and Maintenance: Include when ongoing technical support is part of the agreement
3. Territory Restrictions: Used when the license is limited to specific geographic regions
4. Minimum Royalty Guarantees: Include when establishing minimum royalty payments
5. Sub-licensing Rights: Required if licensee is permitted to sub-license the software
6. Patent Rights: Include when software includes patented technology
7. Data Protection: Required when software processes personal data
8. Change Control: Include when software modifications or updates are anticipated
1. Software Description: Detailed technical specifications and functionality of the software
2. Royalty Rates: Detailed breakdown of royalty rates, including any volume-based variations
3. Calculation Examples: Examples illustrating how royalties are calculated in different scenarios
4. Reporting Template: Template for regular royalty reporting
5. Service Level Agreement: Performance standards and support requirements if applicable
6. Permitted Uses: Detailed description of authorized uses and restrictions
7. Third-Party Components: List of third-party software components and associated licenses
Authors
Software
Documentation
Intellectual Property Rights
License
Licensed Territory
Licensee
Licensor
Modifications
Net Revenue
Gross Revenue
Royalties
Royalty Period
Royalty Report
Source Code
Object Code
Confidential Information
Effective Date
End User
End User License Agreement
Initial Term
Updates
Upgrades
APIs
Third Party Components
Permitted Use
Related Body Corporate
Business Day
Force Majeure Event
GST
Intellectual Property Claims
Support Services
Technical Documentation
User Interface
Version
Maintenance Release
Payment Date
Reporting Period
Subsidiary
Sub-license
Grant of License
Intellectual Property Rights
Royalty Payments
Payment Terms
Reporting Requirements
Audit Rights
Warranties
Representations
Confidentiality
Term and Duration
Termination
Force Majeure
Assignment
Sub-licensing
Source Code Protection
Technical Support
Maintenance
Updates and Upgrades
Territory Restrictions
Usage Rights
Performance Standards
Data Protection
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Compliance with Laws
Tax Obligations
Indemnification
Insurance
Record Keeping
Non-Competition
Escrow Provisions
Technology
Software Development
Digital Entertainment
Financial Services
Healthcare Technology
Manufacturing
Retail Technology
Education Technology
Professional Services
Telecommunications
Legal
Finance
Information Technology
Software Development
Compliance
Commercial
Business Development
Revenue Operations
Intellectual Property
Contract Administration
Legal Counsel
Software Licensing Manager
Intellectual Property Manager
Chief Technology Officer
Finance Director
Commercial Manager
Software Development Manager
Compliance Officer
Contract Administrator
Business Development Manager
Chief Financial Officer
Revenue Manager
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