Royalty Investment Agreement Template for United States

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Key Requirements PROMPT example:

Royalty Investment Agreement

"Need a Royalty Investment Agreement for a $2 million investment into our software company, with monthly royalty payments of 3% of gross revenue and quarterly reporting requirements, to be effective from March 1, 2025."

Document background
The Royalty Investment Agreement serves as a hybrid financing instrument in the United States, bridging the gap between traditional debt and equity financing. This document is particularly useful when companies seek growth capital without diluting ownership or taking on conventional debt. The agreement typically outlines investment amount, royalty calculation methods, payment schedules, financial reporting requirements, and investor protections. It complies with federal and state securities regulations while providing flexibility in structuring returns based on business performance. Companies often use this type of agreement when they have predictable revenue streams but prefer not to issue equity or qualify for traditional loans.
Suggested Sections

1. Parties: Identification of the investor(s) and company/entity receiving investment

2. Background: Context of the investment and business relationship

3. Definitions: Key terms used throughout the agreement including revenue definitions, calculation periods, and payment terms

4. Investment Terms: Amount, payment schedule, and investment structure

5. Royalty Calculations: Formula and methodology for calculating royalty payments

6. Payment Terms: Timing, method, and currency of royalty payments

7. Reporting Requirements: Financial reporting obligations and audit rights

8. Term and Termination: Duration and conditions for ending the agreement

9. Representations and Warranties: Statements of fact and assurances from both parties

10. Governing Law and Jurisdiction: Laws governing the agreement and jurisdiction for dispute resolution

Optional Sections

1. Security Interests: Provisions for collateral arrangements and security requirements

2. Intellectual Property Rights: IP ownership, licensing provisions, and protection measures

3. Board Observer Rights: Terms for investor participation in board meetings and governance

4. Change of Control Provisions: Terms governing changes in ownership or control of the company

Suggested Schedules

1. Schedule A - Calculation Methodology: Detailed formula and examples for royalty calculations

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

3. Schedule C - Investment Schedule: Timeline and terms of investment tranches if applicable

4. Schedule D - Security Details: Description of any security arrangements and collateral

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
Clauses
Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Regulation D (Rules 506(b) and 506(c)), Investment Company Act of 1940, and Investment Advisers Act of 1940

Blue Sky Laws: State-specific securities laws covering registration requirements, disclosure requirements, and exemptions that vary by jurisdiction

Tax Laws: Federal Internal Revenue Code, state tax regulations, and specific provisions like Revenue Ruling 2008-22 regarding royalty trusts

Intellectual Property Laws: Federal and state laws governing intellectual property rights including Copyright Act, Patent Act, Trademark Act, and Trade Secrets Acts

Contract Law: State-specific contract laws and the Uniform Commercial Code (UCC) governing formation and enforcement of contracts

Anti-Fraud Provisions: SEC Rule 10b-5 and state anti-fraud provisions designed to prevent fraudulent practices in securities transactions

Industry-Specific Regulations: Specialized regulations depending on the industry (such as music, oil & gas, mining) and requirements from relevant regulatory bodies

Corporate Law: State corporate laws and LLC laws governing business entity formation, operation, and obligations

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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