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1. Parties: Identification of the seller (royalty owner) and purchaser with full legal names and addresses
2. Background: Context of the royalty rights, their origin, and the purpose of the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including the rights being sold and purchase price
5. Payment Terms: Structure, timing, and method of payments, including any adjustments or deductions
6. Calculation of Royalties: Formula and methodology for calculating royalty payments
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Ongoing obligations of both parties during the agreement term
9. Reporting and Audit Rights: Requirements for financial reporting and right to audit royalty calculations
10. Term and Termination: Duration of the agreement and circumstances for early termination
11. Indemnification: Obligations to protect against losses and liability allocation
12. Confidentiality: Protection of sensitive information shared during the agreement
13. Dispute Resolution: Process for resolving disagreements between parties
14. Governing Law: Specification of Indian law as governing law and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Security Arrangements: Required when additional security or collateral is provided for the royalty payments
2. International Payment Provisions: Needed when parties are in different countries, addressing currency conversion and foreign exchange
3. Tax Gross-Up: Used when parties agree to adjust payments to account for tax implications
4. Step-In Rights: Included when purchaser requires right to take control of underlying assets in specific circumstances
5. Minimum Guarantee: Optional provision for minimum guaranteed royalty payments
6. Expert Determination: Specific procedure for technical disputes requiring expert evaluation
7. Change of Control: Provisions dealing with change in ownership of either party
8. Force Majeure: Required when parties want specific provisions for unforeseeable circumstances
9. Anti-corruption Provisions: Required for international transactions or when dealing with public entities
1. Schedule 1 - Royalty Rights Description: Detailed description of the royalty rights being purchased
2. Schedule 2 - Calculation Methodology: Detailed formula and examples of royalty calculations
3. Schedule 3 - Form of Reports: Template for periodic royalty reports
4. Schedule 4 - Underlying Agreements: List and copies of agreements generating the royalty stream
5. Schedule 5 - Historical Data: Historical royalty payment information and projections
6. Schedule 6 - Security Documents: Forms of any security documents required
7. Schedule 7 - Completion Requirements: List of conditions precedent and required documentation
8. Appendix A - Power of Attorney: If required for specific actions on behalf of either party
9. Appendix B - Bank Account Details: Payment account information for both parties
Adjustment Amount
Affiliate
Agreement Date
Applicable Law
Assignment
Authorized Representative
Business Day
Calculation Date
Closing Date
Completion
Confidential Information
Control
Default Interest Rate
Effective Date
Encumbrance
Event of Default
Execution Date
Financial Year
Force Majeure Event
Governmental Authority
Gross Royalty Amount
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Licensed Property
Material Adverse Effect
Net Royalty Amount
Original Agreement
Payment Date
Permitted Encumbrance
Purchase Price
Purchased Rights
Quarter
Regulatory Approval
Related Party
Relevant Period
Royalty
Royalty Calculation
Royalty Payment
Royalty Period
Royalty Rate
Royalty Report
Security Interest
Seller's Account
Specified Currency
Taxes
Term
Territory
Third Party
Transaction Documents
Transfer
Underlying Asset
Working Day
Sale and Purchase
Purchase Price
Payment Terms
Calculation of Royalties
Completion
Conditions Precedent
Representations and Warranties
Covenants
Security
Reporting Requirements
Audit Rights
Tax
Withholding
Assignment
Change of Control
Confidentiality
Data Protection
Force Majeure
Term and Termination
Events of Default
Consequences of Default
Step-in Rights
Further Assurance
Indemnification
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendments
Entire Agreement
Severability
Counterparts
Third Party Rights
Costs and Expenses
Waiver
Anti-corruption
Compliance with Laws
Currency Conversion
Set-off Rights
Media and Entertainment
Technology
Pharmaceuticals
Mining and Natural Resources
Manufacturing
Fashion and Luxury Goods
Publishing
Music Industry
Biotechnology
Gaming
Oil and Gas
Consumer Products
Software and IT
Legal
Finance
Treasury
Intellectual Property
Business Development
Commercial
Risk Management
Corporate Development
Compliance
Tax
Chief Financial Officer
Legal Counsel
Intellectual Property Manager
Finance Director
Commercial Director
Business Development Manager
Investment Manager
Licensing Manager
Contract Manager
Treasury Manager
Risk Manager
Corporate Development Director
Chief Legal Officer
Royalty Manager
Investment Analyst
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