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1. Parties: Identifies and defines the parties to the agreement, including their legal status and contact details
2. Background: Sets out the context and purpose of the agreement, including the business relationship and financing objectives
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Financing Terms: Details the amount of financing provided, disbursement conditions, and any tranching arrangements
5. Calculation of Royalties: Specifies the basis for calculating royalties (e.g., percentage of revenue/profits), including the definition of qualifying revenue
6. Payment Terms: Sets out payment frequency, method, currency, and payment procedures
7. Reporting Requirements: Specifies financial reporting obligations, including frequency, format, and required content
8. Audit Rights: Details the financier's rights to audit the company's books and records
9. Representations and Warranties: Lists the fundamental promises and assertions made by each party
10. Covenants: Outlines ongoing obligations and restrictions on the company's activities
11. Events of Default: Defines circumstances constituting default and consequences
12. Term and Termination: Specifies the duration of the agreement and circumstances for early termination
13. Confidentiality: Establishes obligations regarding confidential information
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Security: Include when the financing is secured against specific assets or intellectual property
2. Intellectual Property Rights: Include when the royalty calculations are based on IP exploitation or when IP rights need protection
3. International Payments: Include when parties are in different jurisdictions or multiple currencies are involved
4. Change of Control: Include when restrictions on ownership changes are required
5. Minimum Guarantee: Include when there's a minimum royalty payment requirement
6. Step-In Rights: Include when the financier needs rights to take control in specific circumstances
7. Insurance Requirements: Include when specific insurance coverage is required to protect the investment
8. Board Observer Rights: Include when the financier requires board representation or observation rights
1. Schedule 1 - Calculation Methodology: Detailed formula and examples for calculating royalty payments
2. Schedule 2 - Reporting Template: Standard format for regular financial reports and royalty calculations
3. Schedule 3 - Initial Business Plan: Company's business plan and financial projections
4. Schedule 4 - Permitted Encumbrances: List of existing or permitted liens, charges, or encumbrances
5. Schedule 5 - Key Performance Indicators: Specific metrics for monitoring business performance
6. Appendix A - Form of Compliance Certificate: Template for periodic compliance certification
7. Appendix B - Form of Payment Notice: Standard format for royalty payment notifications
8. Appendix C - Security Documents: Forms of any required security documentation
Applicable Law
Audit Period
Business Day
Change of Control
Confidential Information
Default Event
Default Rate
Eligible Revenue
Excluded Revenue
Financial Year
Force Majeure Event
Gross Revenue
Group
Initial Term
Insolvency Event
Intellectual Property Rights
Material Adverse Effect
Minimum Royalty Payment
Payment Date
Permitted Encumbrance
Qualifying Revenue
Reporting Period
Royalty
Royalty Calculation Date
Royalty Percentage
Royalty Period
Security
Security Interest
Subsidiary
Term
Territory
Total Royalty Cap
Working Capital
Conditions Precedent
Financing Terms
Royalty Calculation
Payment Obligations
Revenue Recognition
Reporting Requirements
Audit Rights
Representations and Warranties
Positive Covenants
Negative Covenants
Security
Information Rights
Default Events
Remedies
Term and Termination
Assignment and Transfer
Confidentiality
Intellectual Property
Change of Control
Force Majeure
Indemnification
Dispute Resolution
Governing Law
Notices
Amendment and Waiver
Severability
Entire Agreement
Counterparts
Anti-Money Laundering
Data Protection
Tax
Currency and Exchange
Further Assurance
Technology
Media and Entertainment
Software Development
Mining and Resources
Renewable Energy
Manufacturing
Healthcare and Biotechnology
E-commerce
Food and Beverage
Consumer Products
Professional Services
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Accounting
Executive Leadership
Operations
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Financial Controller
Treasury Manager
Commercial Director
Risk Manager
Compliance Officer
Chief Executive Officer
Company Secretary
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