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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."
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
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
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
Business Day
Closing Date
Confidential Information
Effective Date
Event of Default
Gross Revenue
Investment Amount
Net Revenue
Permitted Encumbrances
Qualifying Revenue
Royalty
Royalty Payment
Royalty Period
Royalty Rate
Royalty Statement
Security Interest
Term
Territory
Working Capital
Material Adverse Effect
Intellectual Property
Calculation Period
Payment Date
Excluded Revenue
Financial Statements
GAAP
Governmental Authority
Lien
Permitted Transfer
Related Party
Reporting Requirements
Subsidiary
Tax
Transaction Documents
Royalty Calculation
Payment Terms
Reporting and Audit Rights
Representations and Warranties
Covenants
Security
Events of Default
Remedies
Term and Termination
Confidentiality
Assignment and Transfer
Change of Control
Information Rights
Board Observer Rights
Most Favored Nation
Anti-dilution
Non-circumvention
Intellectual Property Rights
Force Majeure
Dispute Resolution
Governing Law
Notices
Amendment and Waiver
Survival
Severability
Entire Agreement
Counterparts
Further Assurances
Indemnification
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