Revenue Based Financing Agreement Template for Singapore

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Key Requirements PROMPT example:

Revenue Based Financing Agreement

"Need a Revenue Based Financing Agreement for my Singapore-based SaaS company seeking $500,000 in funding, with a 5% revenue share and maximum return cap of 1.8x, to be executed by March 2025."

Document background
The Revenue Based Financing Agreement provides a framework for alternative financing where traditional equity or debt financing may not be suitable. Under Singapore law, this agreement establishes the terms under which an investor provides capital to a company in exchange for a percentage of future revenue until a predetermined return is achieved. The document encompasses crucial elements including funding terms, revenue calculations, payment mechanisms, information rights, and default provisions. It's particularly relevant for companies seeking growth capital without diluting equity or taking on traditional debt obligations, while operating within Singapore's sophisticated financial services regulatory environment.
Suggested Sections

1. Parties: Identifies and defines the contracting parties

2. Background: Provides context and purpose of the financing arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Funding Amount: Specifies the principal amount being provided

5. Revenue Share: Details the percentage of revenue to be paid and calculation method

6. Payment Terms: Outlines payment schedule, method, and conditions

7. Information Rights: Specifies reporting requirements and access to financial information

8. Representations and Warranties: States the parties' assertions and guarantees

9. Events of Default: Lists circumstances constituting default and consequences

10. Governing Law: Specifies applicable law and jurisdiction

Optional Sections

1. Security: Details any collateral or security arrangements when the financing is secured by assets

2. Personal Guarantee: Terms of personal guarantee by company principals when additional security is required

3. Prepayment Terms: Conditions for early repayment when early repayment is allowed

4. Change of Control: Provisions regarding ownership changes for companies with multiple shareholders

Suggested Schedules

1. Revenue Calculation Schedule: Detailed methodology for calculating qualifying revenue

2. Payment Schedule: Projected payment dates and amounts

3. Reporting Template: Format for required financial reports

4. Security Documents: Details of any security arrangements or guarantees

5. Company Information: Corporate details and structure

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Industries

Securities and Futures Act (SFA): Primary legislation governing securities, financial instruments, and investment arrangements in Singapore. Relevant for determining if the revenue-based financing structure falls under regulated securities.

Companies Act: Fundamental legislation governing corporate entities in Singapore, including their ability to enter into financing arrangements and related corporate governance requirements.

Moneylenders Act: Regulates moneylending activities in Singapore. Important for determining if the revenue-based financing arrangement constitutes regulated moneylending.

Banking Act: Governs banking operations and certain financing activities. May be relevant if the financing arrangement involves regulated banking activities.

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore that may affect the structuring and execution of financing arrangements.

Financial Advisers Act: Regulates the provision of financial advisory services. Relevant if the financing arrangement includes advisory components.

Securities and Futures Regulations: Detailed regulations under the SFA covering licensing and conduct requirements for securities and financial arrangements.

Contract Law of Singapore: Common law principles governing formation and enforcement of contracts in Singapore.

Unfair Contract Terms Act: Regulates unfair terms in contracts, ensuring protection against unreasonable contract provisions.

Electronic Transactions Act: Governs electronic transactions and digital signatures, relevant for electronic execution of agreements.

Personal Property Securities Act: Governs security interests in personal property, relevant if the financing involves taking security over assets.

Property Law Act: Relevant if the financing arrangement involves real property as security or collateral.

Consumer Protection (Fair Trading) Act: Protects consumers against unfair practices, may be relevant if the financing involves consumer-facing businesses.

Consumer Protection (Trade Descriptions and Safety Requirements) Act: Additional consumer protection legislation that may affect disclosure requirements and business practices.

Debt Collection Act: Regulates debt collection practices and enforcement of financial obligations.

Civil Law Act: Contains general provisions about civil law matters including contracts and legal remedies in Singapore.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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