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Software Royalty Agreement
"I need a Software Royalty Agreement for licensing my enterprise resource planning software to a UK-based distributor, with a 15% royalty rate on net sales and quarterly reporting requirements, to be effective from March 2025."
1. Parties: Identification and details of contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Grant of Rights: Scope of license and usage rights granted for the software
5. Royalty Payments: Payment terms, calculation methods, reporting requirements and payment schedules
6. Intellectual Property Rights: Ownership, protection and enforcement of IP rights
7. Warranties and Representations: Guarantees regarding software ownership, performance and compliance
8. Confidentiality: Protection of confidential information and trade secrets
9. Term and Termination: Duration of agreement, renewal terms and termination provisions
10. Liability and Indemnification: Limitations of liability and indemnification obligations
11. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
1. Source Code Escrow: Terms for source code protection and access conditions
2. Territory Restrictions: Geographical limitations on software usage and distribution
3. Maintenance and Support: Terms for ongoing technical support and software maintenance
4. White Labeling: Terms for software rebranding and customization rights
5. Audit Rights: Rights to audit licensee's records and usage compliance
1. Schedule 1 - Software Description: Detailed technical specifications and functionality description
2. Schedule 2 - Royalty Calculation Methods: Detailed formula, examples and calculation procedures
3. Schedule 3 - Reporting Templates: Standard forms and templates for royalty reporting
4. Schedule 4 - Service Level Agreement: Performance standards and support level specifications
5. Schedule 5 - Territory List: List of authorized territories for software distribution
Authors
Affiliate
Background IP
Business Day
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
License
License Fee
Licensed Software
Licensee
Licensor
Maintenance Services
Net Revenue
Reporting Period
Royalty
Royalty Rate
Software
Source Code
Specification
Support Services
Territory
Term
Third Party Software
Updates
Upgrades
User
Working Hours
Grant of License
Intellectual Property Rights
Royalty Payments
Payment Terms
Reporting Requirements
Audit Rights
Confidentiality
Warranties and Representations
Limitation of Liability
Indemnification
Term and Termination
Force Majeure
Assignment and Sub-licensing
Source Code Protection
Technical Support
Maintenance
Quality Control
Territory Restrictions
Non-Competition
Data Protection
Dispute Resolution
Notices
Entire Agreement
Severability
Waiver
Amendment
Governing Law
Jurisdiction
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