Revenue Based Financing Agreement for the United States

Revenue Based Financing Agreement Template for United States

A Revenue Based Financing Agreement is a legal document used in the United States that establishes the terms of alternative financing where repayment is based on a percentage of the recipient company's future revenue. This agreement outlines the funding amount, revenue share percentage, payment terms, reporting requirements, and other key provisions governed by U.S. federal and state securities laws, lending regulations, and commercial laws. It provides a flexible financing option that aligns investor returns with company performance.

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What is a Revenue Based Financing Agreement?

The Revenue Based Financing Agreement serves as an alternative to traditional debt or equity financing, particularly suitable for companies with predictable revenue streams seeking growth capital. This document type emerged as a response to the financing needs of businesses that may not fit conventional funding models. Under U.S. jurisdiction, it provides a structured framework for revenue-sharing arrangements while ensuring compliance with federal and state securities laws, lending regulations, and commercial codes. The agreement typically includes detailed provisions for revenue calculations, payment mechanisms, reporting requirements, and investor protections.

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

1. Parties: Identification of the funding provider and recipient company

2. Background/Recitals: Context of the agreement and basic premises

3. Definitions: Key terms used throughout the agreement, including Revenue, Payment Period, etc.

4. Funding Amount: Specification of the investment amount and disbursement terms

5. Revenue Share: Definition of revenue sharing percentage and calculation methodology

6. Payment Terms: Payment schedule, method, and reconciliation process

7. Reporting Requirements: Financial reporting obligations and deadlines

8. Representations and Warranties: Standard business and legal assurances from both parties

9. Events of Default: Circumstances constituting default and consequences

10. Term and Termination: Duration and termination provisions

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

1. Security Interest: Collateral provisions if security is required - used when the funding is secured by assets

2. Personal Guarantee: Individual guarantee provisions - used when personal guarantees are required from principals

3. Prepayment Rights: Terms for early repayment - used if early repayment is allowed

4. Information Rights: Additional information access rights - used for larger investments or when required by investor

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

1. Revenue Calculation Schedule: Detailed methodology for calculating applicable revenue

2. Payment Schedule: Template for payment calculations and timing

3. Reporting Template: Standard format for required financial reports

4. Security Agreement: If applicable, details of security arrangement

5. Personal Guarantee Form: If applicable, form of personal guarantee

6. Bank Account Details: Payment processing information

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 | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Federal Securities Laws: Including Securities Act of 1933, Securities Exchange Act of 1934, Investment Company Act of 1940, and Dodd-Frank Act. These determine if the RBF agreement constitutes a security.

Federal Lending Laws: Including Truth in Lending Act (TILA), Equal Credit Opportunity Act (ECOA), and Fair Credit Reporting Act (FCRA). These govern lending practices and credit reporting requirements.

State Securities Laws: 'Blue Sky Laws' that regulate securities offerings and sales at the state level, varying by jurisdiction.

State Usury Laws: Laws that regulate maximum interest rates and charges that can be imposed on financing arrangements, varying by state.

State Lending License Requirements: State-specific requirements for licenses needed to engage in lending or financing activities.

State Commercial Finance Disclosure Laws: Specific disclosure requirements for commercial financing, particularly notable in states like California and New York.

Uniform Commercial Code Article 9: Governs security interests in personal property and provides rules for creating and perfecting security interests.

State Contract Laws: General contract law principles and requirements that vary by state and govern the formation and enforcement of contracts.

Internal Revenue Code: Tax provisions regarding interest treatment, income characterization, and tax reporting requirements for RBF arrangements.

Consumer Protection Laws: Including Federal Trade Commission Act and state UDAAP laws protecting against unfair, deceptive, or abusive practices.

U.S. Bankruptcy Code: Federal laws governing bankruptcy proceedings, creditor rights, and remedies in case of default or bankruptcy.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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