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Royalty Share Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
A Royalty Share Agreement is essential when parties wish to establish a formal arrangement for sharing revenues generated from intellectual property exploitation in the Philippines. This document is commonly used when an IP owner grants rights to another party to use, manufacture, distribute, or commercialize their intellectual property in exchange for royalty payments. The agreement must comply with Philippine intellectual property laws, particularly the Intellectual Property Code (Republic Act No. 8293) and relevant tax regulations. It typically includes detailed provisions for calculating royalties, payment schedules, audit rights, and reporting requirements. The document is crucial for protecting both the IP owner's rights and ensuring fair compensation while providing the licensee with clear operational guidelines. This type of agreement is particularly relevant in sectors involving technology transfer, content creation, manufacturing, or any situation where intellectual property commercialization generates revenue that needs to be shared among parties.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions













































Clauses



































Relevant Industries

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

Relevant Teams

Legal

Finance

Commercial Operations

Business Development

Intellectual Property

Compliance

Accounting

Licensing

Corporate Affairs

Revenue Management

Relevant Roles

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

Industries







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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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