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Revenue Royalty Agreement
"I need a Revenue Royalty Agreement under Austrian law for a software licensing arrangement where my company will receive 5% of the licensee's gross revenue from software sales, with quarterly payments starting from March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Defined terms used throughout the agreement
4. Revenue Base: Clear definition of what constitutes revenue for royalty calculation purposes
5. Royalty Rate and Calculation: Specification of the royalty rate(s) and how royalties will be calculated
6. Payment Terms: Payment frequency, method, currency, and timing of royalty payments
7. Reporting Requirements: Revenue reporting obligations, frequency, and format
8. Audit Rights: Rights to audit revenue calculations and related records
9. Record Keeping: Requirements for maintaining financial records and supporting documentation
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Confidentiality: Protection of confidential information shared between parties
12. Representations and Warranties: Basic assurances from each party
13. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Minimum Guaranteed Royalty: Include when there's a need to establish a minimum payment regardless of revenue
2. Maximum Cap: Include when parties want to set an upper limit on royalty payments
3. Currency Exchange: Include for international agreements where revenue is in multiple currencies
4. Intellectual Property Rights: Include when the revenue is derived from IP-protected products or services
5. Non-Competition: Include when restricting parties from engaging in competing activities
6. Force Majeure: Include when parties want specific provisions for handling unforeseen circumstances
7. Step-In Rights: Include when one party needs the right to take over certain operations
8. Tax Gross-Up: Include when addressing withholding tax implications
9. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration before litigation
1. Schedule 1 - Revenue Calculation Methodology: Detailed explanation of how revenue is calculated, including inclusions and exclusions
2. Schedule 2 - Reporting Template: Standard format for regular revenue reports
3. Schedule 3 - Payment Procedures: Detailed payment processes including bank account details and payment instructions
4. Schedule 4 - Audit Procedures: Specific procedures and requirements for conducting audits
5. Schedule 5 - Excluded Revenue: List of revenue streams explicitly excluded from royalty calculations
6. Appendix A - Initial Business Plan: If relevant, the initial business plan or revenue projections
7. Appendix B - Contact Details: Key contact persons and their details for both parties
8. Appendix C - Compliance Requirements: Specific regulatory or compliance requirements affecting the royalty arrangement
Authors
Affiliate
Agreement
Applicable Law
Audit Period
Austrian GAAP
Authorized Representative
Business Day
Calculation Date
Commencement Date
Confidential Information
Control
Defaulting Party
Dispute
Effective Date
Eligible Revenue
Excluded Revenue
Financial Year
Force Majeure Event
Gross Revenue
Group
IFRS
Initial Term
Intellectual Property Rights
Interest Rate
Material Adverse Effect
Net Revenue
Notice
Operating Expenses
Parent Company
Party/Parties
Payment Currency
Payment Date
Permitted Assignee
Quarter
Reference Bank Rate
Relevant Jurisdiction
Renewal Term
Report
Reporting Currency
Reporting Period
Revenue Base
Revenue Calculation Method
Revenue Share
Royalty
Royalty Payment
Royalty Period
Royalty Rate
Security Interest
Subsidiary
Tax
Term
Territory
Third Party
Working Day
Definitions
Revenue Base Definition
Revenue Calculation
Royalty Rate
Payment Terms
Currency and Exchange
Reporting Obligations
Record Keeping
Audit Rights
Information Rights
Confidentiality
Data Protection
Intellectual Property
Representations and Warranties
Tax Compliance
Term and Duration
Termination
Force Majeure
Assignment and Transfer
Change of Control
Security
Anti-corruption
Compliance with Laws
Notices
Amendments
Waiver
Severability
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Indemnification
Liability Limitation
Costs and Expenses
Further Assurance
Counterparts
Technology and Software
Media and Entertainment
Franchising
Retail
Manufacturing
Pharmaceuticals
Mining and Natural Resources
Intellectual Property
Publishing
Gaming
Hospitality
E-commerce
Legal
Finance
Commercial
Treasury
Tax
Compliance
Business Development
Intellectual Property
Accounting
Internal Audit
Risk Management
Chief Financial Officer
Commercial Director
Legal Counsel
Revenue Manager
Licensing Director
Business Development Manager
Financial Controller
Compliance Officer
Tax Manager
Treasury Manager
Intellectual Property Manager
Contract Manager
Franchise Manager
Royalty Administrator
Finance Director
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