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Revenue Royalty Agreement
"I need a Revenue Royalty Agreement for a South African software company that will pay 5% of its monthly revenue to an overseas technology provider, with the agreement starting from March 2025 and including specific provisions for exchange control compliance and cross-border payments."
1. Parties: Identification of the parties entering into the agreement
2. Background: Context of the agreement, relationship between parties, and purpose
3. Definitions and Interpretation: Defined terms, interpretation rules, and calculation principles
4. Revenue Base: Definition of the revenue streams subject to royalty calculations
5. Royalty Calculation: Method and formula for calculating royalty payments
6. Payment Terms: Timing, method, and currency of royalty payments
7. Reporting Requirements: Financial reporting obligations, format, and frequency
8. Audit Rights: Rights to audit revenue calculations and related records
9. Record Keeping: Requirements for maintaining financial and operational records
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement and termination provisions
12. Dispute Resolution: Process for resolving disputes between parties
13. General Provisions: Standard legal clauses including notices, assignment, and governing law
1. Exchange Control: Required for international royalty payments subject to South African exchange control regulations
2. Intellectual Property Rights: Needed when the revenue stream involves IP rights or licensed content
3. Tax Gross-up: Provisions for handling withholding tax and other tax implications
4. Security: Required when additional security for royalty payments is needed
5. Marketing and Promotion: Relevant when parties have specific marketing obligations related to revenue generation
6. Minimum Guarantees: Optional provisions for minimum royalty payments
7. Territory Restrictions: Required when revenue generation is limited to specific geographic areas
8. Change of Control: Provisions dealing with ownership changes in either party
1. Calculation Schedule: Detailed methodology and examples of royalty calculations
2. Reporting Template: Standard format for regular revenue and royalty reports
3. Revenue Categories: Detailed breakdown of included and excluded revenue streams
4. Bank Account Details: Payment account information and banking details
5. Audit Procedures: Detailed procedures for conducting revenue audits
6. Tax Forms: Required tax forms and declarations
7. Authorized Representatives: List of authorized contacts for each party
8. Minimum Performance Criteria: If applicable, metrics for minimum revenue or performance requirements
Authors
Affiliate
Agreement
Applicable Laws
Audit Period
Business Day
Calculation Date
Confidential Information
Control
Effective Date
Excluded Revenue
Force Majeure Event
Gross Revenue
Initial Term
Intellectual Property Rights
Interest Rate
Material Adverse Effect
Net Revenue
Payment Currency
Payment Date
Permitted Deductions
Quarter
Renewal Term
Report
Revenue
Revenue Calculation Method
Revenue Exclusions
Revenue Statement
Royalty
Royalty Percentage
Royalty Period
South African Revenue Service
Term
Territory
Termination Date
VAT
Withholding Tax
Working Hours
Year
Definitions
Revenue Base
Calculation Method
Payment Terms
Currency
Reporting Requirements
Record Keeping
Audit Rights
Bank Accounts
Tax Compliance
Exchange Control
Withholding Tax
Confidentiality
Intellectual Property
Warranties and Representations
Force Majeure
Term and Duration
Termination
Breach and Remedies
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Anti-corruption
Notices
Entire Agreement
Severability
Variation
Costs
Data Protection
Change of Control
Force Majeure
Indemnification
Boilerplate Clauses
Technology and Software
Mining and Natural Resources
Media and Entertainment
Retail and Consumer Goods
Manufacturing
Pharmaceuticals
Telecommunications
Agriculture
Financial Services
Renewable Energy
Legal
Finance
Tax
Treasury
Commercial
Business Development
Compliance
Operations
Corporate Development
Risk Management
Accounting
Chief Financial Officer
Legal Counsel
Commercial Director
Revenue Manager
Finance Director
Compliance Officer
Tax Manager
Business Development Director
Licensing Manager
Contract Manager
Treasury Manager
Financial Controller
Corporate Development Manager
Operations Director
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