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1. Parties: Identification of the investor(s) and the company/business receiving the investment
2. Background: Context of the investment and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement, including 'Revenue', 'Revenue Share', 'Investment Amount'
4. Investment Terms: Details of the investment amount, payment terms, and conditions precedent
5. Revenue Share Mechanism: Calculation method, payment frequency, and basis for revenue share calculations
6. Payment Terms: Timing, method, and currency of revenue share payments
7. Accounting and Reports: Requirements for financial reporting, audit rights, and record-keeping
8. Representations and Warranties: Standard and specific warranties from both parties
9. Covenants: Ongoing obligations of the company, including business conduct and reporting
10. Events of Default: Circumstances constituting default and consequences
11. Term and Termination: Duration of the agreement and termination rights
12. Confidentiality: Protection of confidential information and trade secrets
13. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Board Observer Rights: Optional rights for investor to appoint board observer - relevant for larger investments
2. Information Rights: Additional information and inspection rights beyond standard reporting - for sophisticated investors
3. Tag-Along Rights: Rights to participate in future sale of company shares - relevant if equity components are included
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities - relevant for strategic investments
5. Security Interest: Security arrangements over company assets - for secured investments
6. Conversion Rights: Rights to convert revenue share into equity - if convertible feature is desired
7. ESG Compliance: Environmental, Social and Governance requirements - for ESG-focused investments
1. Investment Details: Detailed breakdown of investment amount, payment schedule, and any conditions precedent
2. Revenue Share Calculation: Detailed formula and examples of revenue share calculations
3. Excluded Revenue: List of revenue streams excluded from revenue share calculations
4. Reporting Template: Standard format for periodic financial reports and revenue calculations
5. Business Plan: Company's business plan and financial projections
6. Key Performance Indicators: Specific metrics to be tracked and reported
7. Compliance Requirements: Detailed regulatory and compliance requirements under Hong Kong law
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