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1. Parties: Identification and details of the financing party and the company receiving financing
2. Background: Context of the agreement, including company's business and purpose of the financing
3. Definitions: Definitions of key terms used throughout the agreement, including financial metrics and calculation methods
4. Amount and Purpose: Specification of the financing amount and its intended use
5. Royalty Payments: Core terms of royalty calculations, including percentage, calculation basis, and payment frequency
6. Payment Terms: Detailed payment mechanics, timing, currency, and payment methods
7. Information Rights: Company's obligations to provide financial information and reports
8. Representations and Warranties: Standard and specific assertions about the company's condition and authority
9. Covenants: Ongoing obligations of the company, including financial and operational commitments
10. Events of Default: Circumstances constituting default and consequences
11. Term and Termination: Duration of the agreement and termination provisions
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. Assignment and Transfer: Rights and restrictions regarding transfer of obligations and benefits
14. Notices: Communication requirements and contact details
15. Governing Law and Jurisdiction: Specification of Dutch law application and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Minimum Guaranteed Payments: Optional provision for minimum payment obligations, used when the financing party requires payment certainty
2. Maximum Cap on Payments: Optional ceiling on total royalty payments, used to provide certainty to the company
3. Security: Optional security arrangements, used when additional protection is required for the financing party
4. Parent Company Guarantee: Optional guarantee from a parent company, used when the company is part of a larger group
5. IP Rights: Optional provisions regarding intellectual property rights, used when the financing is tied to specific IP
6. Change of Control: Optional provisions dealing with ownership changes, used for companies with potential M&A prospects
7. Royalty Buy-Out: Optional provisions allowing early termination through a lump sum payment
1. Schedule 1 - Calculation of Royalty Payments: Detailed methodology for calculating royalty payments, including specific formulas and examples
2. Schedule 2 - Reporting Requirements: Templates and specifications for required financial reports and information
3. Schedule 3 - Business Plan: Company's business plan and financial projections
4. Schedule 4 - Initial Due Diligence Information: Key company information verified during due diligence
5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance certification
6. Schedule 6 - Permitted Security: List of existing and permitted security arrangements
7. Schedule 7 - Group Structure: Corporate structure diagram and related entities
8. Appendix A - Definitions: Detailed definitions of financial and technical terms used in royalty calculations
Agreed Form
Applicable Law
Authorized Person
Business
Business Day
Business Plan
Change of Control
Compliance Certificate
Confidential Information
Default
Default Interest
Default Rate
Effective Date
Eligible Revenue
Event of Default
Excluded Revenue
Financial Indebtedness
Financial Statements
Financial Year
Force Majeure Event
Group
Group Company
Intellectual Property Rights
Interest Period
Investment Amount
Material Adverse Effect
Minimum Guaranteed Payment
Maximum Cap
Net Revenue
Payment Date
Permitted Security
Quarter
Quarterly Report
Recipient Account
Relevant Jurisdiction
Reporting Period
Revenue
Royalty
Royalty Calculation
Royalty Payment
Royalty Percentage
Royalty Period
Security
Security Documents
Subsidiary
Tax
Term
Termination Date
Transaction Documents
Wft
Working Capital
Definitions
Investment Amount
Royalty Payments
Payment Terms
Calculation Methods
Revenue Reporting
Information Rights
Audit Rights
Representations and Warranties
Covenants
Security
Events of Default
Remedies
Term and Termination
Buy-Out Rights
Change of Control
Assignment and Transfer
Confidentiality
Data Protection
Force Majeure
Notices
Amendment and Waiver
Severability
Entire Agreement
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Compliance with Laws
Anti-Money Laundering
Tax
Costs and Expenses
Indemnification
Technology
Software as a Service (SaaS)
E-commerce
Digital Media
Healthcare Technology
Renewable Energy
Consumer Products
Manufacturing
Professional Services
Entertainment
Gaming
Biotechnology
Food and Beverage
Retail
Legal
Finance
Treasury
Corporate Development
Risk Management
Compliance
Commercial
Board of Directors
Company Secretariat
Business Development
Investment
Operations
Chief Financial Officer
Finance Director
Chief Executive Officer
Legal Counsel
Investment Manager
Business Development Director
Financial Controller
Treasury Manager
Corporate Development Manager
Risk Manager
Compliance Officer
Commercial Director
Board Member
Company Secretary
Investment Analyst
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