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1. Parties: Identification of the financing provider and recipient company, including registered addresses and company details
2. Background: Context of the financing arrangement, purpose of funds, and basic structure of the revenue-based payments
3. Definitions: Detailed definitions including 'Revenue', 'Payment Period', 'Payment Cap', 'Monthly Payment', and other key terms
4. The Financing: Details of the financing amount, disbursement conditions, and use of proceeds
5. Revenue-Based Payments: Calculation methodology, payment frequency, minimum and maximum payment provisions
6. Payment Mechanics: Payment dates, method of payment, bank account details, and payment reconciliation process
7. Information Rights: Financial reporting requirements, access to records, audit rights
8. Representations and Warranties: Standard company representations plus specific revenue-related warranties
9. Covenants: Ongoing obligations including business conduct, reporting, and revenue recognition principles
10. Events of Default: Default triggers, remedies, and consequences
11. General Provisions: Standard boilerplate including notices, amendments, governing law, etc.
1. Security: Include when the financing is secured by company assets or personal guarantees
2. Subordination: Required when there are other lenders and inter-creditor arrangements
3. Equity Kicker: Optional section for when the financing includes warrant coverage or equity participation rights
4. Early Buyout Option: Terms for early repayment or buyout of the revenue-sharing obligation
5. Parent Company Guarantee: When dealing with subsidiaries requiring parent company support
6. Intellectual Property Rights: Detailed IP provisions when financing technology companies or IP-heavy businesses
7. Change of Control: Specific provisions dealing with sale or change of control scenarios
1. Schedule A - Revenue Definition: Detailed breakdown of included and excluded revenue categories
2. Schedule B - Calculation Methodology: Step-by-step calculation process for revenue-based payments
3. Schedule C - Form of Monthly Report: Template for required monthly revenue and payment calculations
4. Schedule D - Disbursement Conditions: Checklist of conditions precedent to funding
5. Schedule E - Permitted Liens: List of pre-approved encumbrances on company assets
6. Schedule F - Security Agreement: Detailed security terms if financing is secured
7. Appendix 1 - Bank Account Details: Payment account information for both parties
8. Appendix 2 - Compliance Certificate: Form of periodic compliance certification
Aggregate Revenue Share
Applicable Revenue
Business Day
Change of Control
Closing Date
Completion Amount
Default Interest Rate
Excluded Revenue
Financial Statements
Gross Revenue
Information Rights
Investment Amount
Material Adverse Effect
Maturity Date
Maximum Payment Cap
Minimum Monthly Payment
Monthly Payment
Payment Date
Payment Period
Permitted Liens
Rate of Return
Recipients Records
Revenue
Revenue Sharing Percentage
Revenue Statement
Security
Security Documents
Subsidiary
Term
Total Payment Cap
Transfer
Permitted Transfer
Monthly Report
Required Information
Calculation Period
Collection Account
Designated Account
Event of Default
Guarantee
Guarantor
Intellectual Property Rights
Interest Rate
Lien
Material Contract
Permitted Debt
Reporting Period
Transaction Documents
Definitions
The Advance
Revenue Share
Payment Terms
Payment Mechanics
Revenue Calculations
Information Rights
Audit Rights
Representations and Warranties
Covenants
Positive Covenants
Negative Covenants
Security
Subordination
Events of Default
Remedies
Early Termination
Prepayment
Assignment
Confidentiality
Data Protection
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Force Majeure
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Change of Control
Anti-Money Laundering
Reporting Requirements
Tax
Indemnification
Intellectual Property
Term and Termination
Technology
Software as a Service (SaaS)
E-commerce
Digital Media
Professional Services
Healthcare Technology
Manufacturing
Retail
Business Services
Consumer Products
Subscription-Based Businesses
Digital Entertainment
Educational Technology
Finance
Legal
Treasury
Accounting
Corporate Development
Revenue Operations
Business Development
Risk Management
Compliance
Executive Leadership
Chief Financial Officer
Finance Director
Chief Executive Officer
Treasury Manager
Corporate Controller
Revenue Manager
Business Development Director
Legal Counsel
Investment Manager
Fund Manager
Risk Manager
Financial Analyst
Corporate Development Manager
Accounts Receivable Manager
Commercial Director
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