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Royalty Share Agreement
"I need a Royalty Share Agreement for licensing our software patent to a US-based technology company, starting from March 2025, with quarterly royalty payments of 5% of net revenue and including provisions for source code escrow and quality control requirements."
1. Parties: Identification and details of all parties to the agreement
2. Background: Context of the agreement, including brief description of the intellectual property or assets involved
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of Rights: Specific rights being granted and the scope of usage permitted
5. Calculation of Royalties: Formula and methodology for calculating royalty payments
6. Payment Terms: Payment schedule, method, currency, and related financial terms
7. Reporting and Audit Rights: Requirements for financial reporting and rights to audit royalty calculations
8. Representations and Warranties: Statements of fact and promises made by each party
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Confidentiality: Obligations regarding confidential information shared during the agreement
11. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
12. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Quality Control: For trademark or brand-related royalties, specifying quality standards and control measures
2. Minimum Guarantee: When there's a minimum royalty payment requirement regardless of actual sales/usage
3. Territory Restrictions: For agreements limited to specific geographic regions or markets
4. Sub-licensing Rights: When the licensee is permitted to sub-license the rights to third parties
5. Marketing and Promotion: Requirements or restrictions regarding marketing of the licensed property
6. Force Majeure: Provisions for unforeseen circumstances affecting agreement performance
7. Currency Exchange: For international agreements involving multiple currencies
8. Tax Provisions: Detailed tax obligations and withholding requirements for cross-border payments
9. Competition Restrictions: Non-compete clauses and other competitive restrictions
1. Schedule A - Licensed Property: Detailed description of the intellectual property or assets subject to royalties
2. Schedule B - Royalty Rates: Detailed breakdown of royalty rates, including any tiered structure
3. Schedule C - Calculation Examples: Examples of royalty calculations for clarity
4. Schedule D - Reporting Template: Standard format for periodic royalty reports
5. Schedule E - Approved Products/Services: List of products or services covered under the agreement
6. Schedule F - Territory Definition: Detailed description of geographic territories if applicable
7. Appendix 1 - Quality Standards: Detailed quality requirements and specifications if applicable
8. Appendix 2 - Authorized Sub-licensees: List of approved sub-licensees if sub-licensing is permitted
Authors
Affiliate
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Gross Revenue
Initial Term
Intellectual Property Rights
Licensed Property
Licensed Products
Licensed Services
Licensed Territory
Licensee
Licensor
Net Revenue
Payment Period
Permitted Use
Quarter
Renewal Term
Reporting Period
Royalty Rate
Royalty Payment
Taxes
Term
Third Party
Trademarks
Working Day
Year
Minimum Guarantee
Accounting Period
Authorized Sub-licensee
Quality Standards
Sales Report
Intellectual Property Registration
Reserved Rights
Territory Exclusions
Applicable Law
GST
Grant of Rights
Royalty Calculation
Payment Terms
Reporting Obligations
Audit Rights
Quality Control
Intellectual Property Rights
Warranties
Representations
Confidentiality
Term and Termination
Force Majeure
Assignment
Sub-licensing
Territory Restrictions
Non-Competition
Indemnification
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
Tax Compliance
Record Keeping
Minimum Guarantee
Marketing Rights
Currency Exchange
Compliance with Laws
Third Party Rights
Further Assurance
Waiver
Counterparts
Technology and Software
Entertainment and Media
Publishing
Manufacturing
Pharmaceuticals
Biotechnology
Fashion and Retail
Music Industry
Gaming
Research and Development
Consumer Products
Industrial Design
Automotive
Legal
Finance
Business Development
Intellectual Property
Commercial
Licensing
Research and Development
Business Affairs
Accounts
Corporate Strategy
Legal Counsel
Intellectual Property Manager
Business Development Manager
Finance Director
Licensing Manager
Contract Administrator
Chief Financial Officer
Commercial Director
Rights Manager
Patent Attorney
Trademark Attorney
Royalty Administrator
Business Affairs Manager
Chief Legal Officer
Chief Technology Officer
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