The Revenue Loan Agreement is designed for businesses seeking alternative financing options under Swiss law, where traditional debt or equity financing may not be optimal. This document is particularly relevant for companies with predictable revenue streams who prefer a more flexible repayment structure tied to their business performance. The agreement includes comprehensive provisions for revenue calculation, payment terms, reporting obligations, and compliance with Swiss financial regulations. It's commonly used by growth-stage companies, especially in sectors with recurring revenue models, and provides a framework for both parties to establish clear rights and obligations regarding the revenue-sharing arrangement. The document must comply with Swiss legal requirements, particularly the Code of Obligations (OR) and financial market regulations, while addressing practical aspects of revenue-based financing structures.

1. Parties: Identification of the lender and borrower with full legal names and addresses

2. Background: Context of the revenue loan agreement, including purpose of the loan and basic transaction structure

3. Definitions: Definitions of key terms, particularly revenue calculation, payment periods, and financial metrics

4. Loan Amount and Disbursement: Specification of the loan amount, disbursement conditions, and drawdown mechanics

5. Revenue Share Calculation: Detailed methodology for calculating the revenue share, including qualifying revenue streams and exclusions

6. Payment Terms: Payment mechanics, frequency, calculation periods, and payment procedures

7. Repayment Cap: Maximum repayment amount and conditions for loan termination upon reaching the cap

8. Information Rights and Reporting: Revenue reporting obligations, frequency, format, and verification rights

9. Representations and Warranties: Standard and revenue-specific representations about the business and its operations

10. Covenants: Ongoing obligations including business operation, revenue generation, and maintenance of records

11. Events of Default: Circumstances constituting default, including revenue-specific triggers

12. Remedies: Rights and remedies upon default, including acceleration and enforcement

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and governing law