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Royalty Buyout Agreement
"I need a Royalty Buyout Agreement for purchasing all future royalty rights from a software patent holder, with a lump sum payment of $2.5M to be paid by March 2025, covering international rights in US, UK, and Japan."
1. Parties: Identification of all parties involved in the buyout agreement
2. Background/Recitals: Context of the existing royalty arrangement and reason for buyout
3. Definitions: Key terms used throughout the agreement
4. Buyout Terms: Specific terms of the buyout including payment amount and timing
5. Release and Assignment: Transfer of rights and release of future royalty obligations
6. Representations and Warranties: Statements of fact by both parties regarding their rights and authority
7. Governing Law: Jurisdiction and applicable law
1. Tax Provisions: Specific provisions addressing the tax treatment of the buyout payment and related obligations
2. Confidentiality: Terms regarding the confidential treatment of agreement details and related information
3. Survival Clause: Provisions specifying which terms survive the termination of the agreement
4. International Provisions: Specific terms addressing cross-border arrangements and international compliance
1. Schedule A - Original Royalty Agreement: Copy of the original agreement being bought out
2. Schedule B - Payment Schedule: Details of payment terms if paid in installments
3. Schedule C - IP Rights: Detailed list of intellectual property covered by the agreement
4. Schedule D - Revenue History: Historical royalty payment data and revenue records
Authors
Buyout Amount
Buyout Payment Date
Closing Date
Effective Date
Existing Royalty Agreement
Future Royalties
Intellectual Property Rights
Licensed IP
Original Agreement
Parties
Payment Schedule
Released Claims
Royalty Owner
Royalty Payor
Royalty Period
Royalty Rate
Royalty Rights
Settlement Amount
Subject Matter
Tax Withholding
Territory
Transfer Date
Underlying Rights
Release and Discharge
Assignment of Rights
Payment Terms
Representations and Warranties
Indemnification
Confidentiality
Tax Treatment
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Assignment and Delegation
Notices
Amendment and Modification
Waiver
Further Assurances
Survival
Third-Party Rights
Compliance with Laws
Documentation and Records
No Partnership
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