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Royalty Share Agreement
"I need a Royalty Share Agreement for my software company based in Manila, partnering with an Australian tech firm to distribute our educational software in Southeast Asia, with a 70-30 revenue split and quarterly payments starting March 2025."
1. Parties: Identification of all parties to the agreement, including their legal status and principal places of business
2. Background: Context of the agreement, including the nature of the intellectual property or assets subject to royalties
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of Rights: Specific rights being granted and the scope of permitted use
5. Calculation of Royalties: Formula and methodology for calculating royalty payments
6. Payment Terms: Payment frequency, method, currency, and timing of royalty payments
7. Reporting and Auditing: Requirements for financial reporting and rights to audit
8. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
9. Representations and Warranties: Standard warranties regarding ownership, authority to contract, and non-infringement
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Confidentiality: Protection of confidential information shared during the agreement
12. Governing Law: Specification of Philippine law as governing law and jurisdiction
13. Dispute Resolution: Process for resolving disputes, including meditation and arbitration procedures
1. Minimum Guarantee: Used when there's a guaranteed minimum royalty payment, regardless of actual sales or usage
2. International Rights: Include when the agreement covers territories outside the Philippines
3. Quality Control: Necessary when the agreement involves manufacturing or production of goods
4. Marketing and Promotion: Include when parties have specific marketing obligations or restrictions
5. Sub-licensing Rights: Used when the licensee is permitted to sub-license the rights
6. Technology Transfer Provisions: Required when the agreement involves transfer of technical knowledge or technology
7. Competition Compliance: Include when there are potential competition law implications
1. Schedule A - Licensed IP: Detailed description of the intellectual property subject to royalties
2. Schedule B - Royalty Rates: Detailed breakdown of royalty rates, including any variable rates or tiers
3. Schedule C - Calculation Methods: Detailed methodology for calculating royalties, including examples
4. Schedule D - Reporting Template: Standard format for periodic royalty reports
5. Schedule E - Territories: List of geographical territories covered by the agreement
6. Appendix 1 - Audit Procedures: Detailed procedures for conducting royalty audits
7. Appendix 2 - Approved Sub-licensees: List of pre-approved sub-licensees, if applicable
Authors
Technology
Media and Entertainment
Publishing
Manufacturing
Pharmaceuticals
Software Development
Biotechnology
Consumer Goods
Education
Research and Development
Fashion and Apparel
Gaming
Music Industry
Film and Television
Industrial Design
Legal
Finance
Commercial Operations
Business Development
Intellectual Property
Compliance
Accounting
Licensing
Corporate Affairs
Revenue Management
Intellectual Property Manager
Legal Counsel
Commercial Director
Licensing Manager
Business Development Manager
Finance Director
Chief Financial Officer
Contract Manager
Royalty Administrator
IP Rights Manager
Chief Legal Officer
Commercial Operations Manager
Technology Transfer Officer
Partnership Manager
Compliance Officer
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