Revenue Royalty Agreement Generator for United States

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Key Requirements PROMPT example:

Revenue Royalty Agreement

"Need a Revenue Royalty Agreement for my software company to pay 5% of monthly gross revenue to an early-stage investor, starting January 2025, with quarterly reporting requirements and a minimum guaranteed payment of $10,000 per month."

Document background
The Revenue Royalty Agreement serves as a fundamental instrument for structuring revenue-sharing arrangements in the United States. This document is particularly useful when one party wishes to receive ongoing payments based on another party's revenue generation, without taking an equity position. It's commonly used in various contexts, from intellectual property commercialization to business financing alternatives. The agreement must comply with U.S. federal and state securities laws, tax regulations, and commercial codes, particularly when the arrangement could be construed as a security offering.
Suggested Sections

1. Parties: Identifies all parties to the agreement with their full legal names and addresses

2. Background/Recitals: Explains the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement, including 'Gross Revenue', 'Net Revenue', 'Royalty Rate'

4. Royalty Calculation and Payment: Details the method of calculating royalties, payment frequency, and payment mechanisms

5. Reporting Requirements: Specifies the financial reporting obligations and timeframes

6. Audit Rights: Establishes the right to audit financial records and the process for conducting audits

7. Term and Termination: Specifies duration of agreement and conditions for termination

8. Governing Law: Specifies the jurisdiction and applicable law

Optional Sections

1. Minimum Guaranteed Payments: Establishes minimum payment thresholds - use when the royalty recipient requires income certainty

2. International Payments: Provisions for cross-border payments and currency conversion - use when parties are in different countries

3. Intellectual Property Rights: Provisions regarding IP ownership and licensing - use when royalties are tied to IP exploitation

4. Change of Control: Provisions for handling ownership changes - use when stability of ownership is important

Suggested Schedules

1. Schedule A - Revenue Calculation Methodology: Detailed breakdown of revenue calculation formula

2. Schedule B - Reporting Template: Standard format for periodic revenue reports

3. Schedule C - Audit Procedures: Detailed procedures for conducting financial audits

4. Schedule D - Excluded Revenue Sources: List of revenue streams excluded from royalty calculations

5. Appendix 1 - Form of Revenue Report: Template for regular revenue reporting

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

Industries

Securities Act of 1933: Federal law that must be considered if the royalty agreement could be classified as a security, requiring registration and disclosure requirements

Securities Exchange Act of 1934: Federal law governing secondary trading of securities and ongoing reporting requirements if the royalty agreement is classified as a security

Internal Revenue Code: Federal tax regulations governing the treatment and reporting of royalty payments for tax purposes

Patent Act: Federal law protecting patent rights if the royalty agreement involves patented innovations or technologies

Copyright Act: Federal law protecting creative works if the royalty agreement involves copyrighted materials

Trademark Act: Federal law protecting brand names and marks if the royalty agreement involves trademark usage

Trade Secrets Protection: Federal and state laws protecting confidential business information that may be disclosed in the course of the royalty agreement

State Blue Sky Laws: State-specific securities laws that may apply to royalty agreements structured as securities

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

State Commercial Codes: State-specific regulations governing commercial transactions and business relationships

State Tax Laws: State-specific tax regulations affecting royalty payments and reporting requirements

SEC Regulations: Federal regulatory requirements for securities offerings and ongoing compliance if applicable

IRS Regulations: Specific tax regulations and guidelines for reporting and paying taxes on royalty income

Contract Common Law: Established legal principles governing contract formation, good faith dealing, and enforcement

Fiduciary Duty Laws: Legal obligations regarding trust and duty of care in business relationships, if applicable to the royalty arrangement

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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