Revenue Based Financing Agreement Template for Netherlands

A Revenue Based Financing Agreement under Dutch law is a specialized financing contract where a company receives upfront capital in exchange for agreeing to pay a percentage of its future revenue to the financing provider. This agreement, governed by Dutch civil law and financial regulations, establishes the terms of the financing relationship, including the investment amount, revenue share percentage, payment mechanics, reporting requirements, and investor protections. It differs from traditional debt financing as payments flex with revenue performance, and from equity financing as it doesn't involve share ownership. The document incorporates specific provisions to ensure compliance with Dutch financial regulations and EU directives.

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What is a Revenue Based Financing Agreement?

The Revenue Based Financing Agreement is designed for growing businesses seeking alternative financing options in the Netherlands. It provides a flexible funding solution where repayment is tied to the company's revenue performance, making it particularly attractive for businesses with strong revenue streams but potentially variable cash flows. This document type has gained popularity among scale-ups and SMEs as it bridges the gap between traditional debt and equity financing. The agreement must comply with Dutch financial regulations, including the Financial Supervision Act (Wft) and relevant EU directives. It typically includes detailed provisions for revenue calculation, payment mechanisms, information rights, and investor protections, while being structured to accommodate the specific needs of Dutch business practices and legal requirements.

What sections should be included in a Revenue Based Financing Agreement?

1. Parties: Identification of the financing provider and recipient, including registration details and addresses

2. Background: Context of the financing arrangement, purpose, and brief description of the recipient's business

3. Definitions: Definitions of key terms used throughout the agreement, including 'Revenue', 'Payment Period', 'Percentage Rate', etc.

4. Financing Amount and Purpose: Details of the financing amount, disbursement conditions, and permitted use of funds

5. Revenue Share Mechanism: Core terms of the revenue sharing arrangement, including percentage, calculation method, and qualified revenue sources

6. Payment Terms: Payment schedule, calculation periods, payment methods, and bank account details

7. Information Rights: Requirements for financial reporting, revenue verification, and access to business information

8. Representations and Warranties: Standard and specific warranties from both parties regarding capacity, authority, and business condition

9. Covenants: Ongoing obligations of the recipient regarding business operation, reporting, and compliance

10. Events of Default: Circumstances constituting default and consequences thereof

11. Term and Termination: Duration of the agreement, termination rights, and early repayment provisions

12. Confidentiality: Obligations regarding confidential information and permitted disclosures

13. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

What sections are optional to include in a Revenue Based Financing Agreement?

1. Security: Required when the financing is secured against specific assets or requires personal guarantees

2. Intellectual Property: Needed when IP rights are relevant to the revenue generation or security structure

3. Change of Control: Include when restrictions on ownership changes are required

4. Subordination: Required when the financing needs to be subordinated to other debt

5. Insurance: Include when specific insurance requirements are necessary to protect the investment

6. Data Protection: Required when personal data processing is extensive or critical to the arrangement

7. Competition Restrictions: Include when non-compete or similar restrictions are necessary

What schedules should be included in a Revenue Based Financing Agreement?

1. Calculation Schedule: Detailed methodology for calculating revenue share payments

2. Form of Revenue Report: Template for periodic revenue reporting

3. Business Plan: Recipient's business plan and financial projections

4. Conditions Precedent: List of conditions to be satisfied before disbursement

5. Permitted Security: Details of existing and permitted security arrangements

6. Bank Account Details: Designated accounts for payments and revenue collection

7. Competing Business Description: Definition and scope of competing business activities if restricted

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use

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