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Royalty Share Agreement
"I need a Royalty Share Agreement under Indonesian law for a software company licensing its AI technology to a manufacturing company, with quarterly royalty payments of 5% of net sales and minimum annual guarantees."
1. Parties: Identification and details of all parties to the agreement, including their legal status and addresses
2. Background: Context of the agreement, relationship between parties, and brief description of the intellectual property involved
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Net Revenue', 'Royalty Period', 'Intellectual Property', etc.
4. Grant of Rights: Specific rights being granted, scope of use, and any territorial limitations
5. Calculation of Royalties: Formula and methodology for calculating royalty shares, including basis for calculations and excluded revenues
6. Payment Terms: Payment frequency, method, currency, and timing of royalty payments
7. Reporting and Auditing: Requirements for financial reporting, record-keeping, and audit rights
8. Intellectual Property Protection: Obligations regarding IP protection, registration, and enforcement
9. Term and Termination: Duration of agreement, renewal terms, and grounds for termination
10. Confidentiality: Protection of confidential information and trade secrets
11. Representations and Warranties: Standard warranties regarding IP ownership, authority to contract, and non-infringement
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
1. Currency Conversion: Include when payments involve foreign currencies, specifying exchange rate sources and timing
2. Minimum Guarantee: Include when there's a minimum royalty payment requirement regardless of actual revenues
3. Quality Control: Include when the IP usage requires maintaining certain quality standards
4. Sub-licensing Rights: Include when sub-licensing is permitted, specifying terms and conditions
5. Marketing and Promotion: Include when parties have specific marketing obligations or restrictions
6. Tax Provisions: Include detailed tax handling when cross-border payments are involved
7. Force Majeure: Include when parties want specific provisions for handling unforeseen circumstances
8. Insurance: Include when specific insurance coverage is required for IP exploitation
1. Schedule A - Intellectual Property Description: Detailed description of all IP covered by the agreement
2. Schedule B - Royalty Calculation Examples: Examples showing how royalties will be calculated in various scenarios
3. Schedule C - Reporting Template: Standard format for periodic royalty reports
4. Schedule D - Approved Products/Services: List of products or services approved for IP usage
5. Schedule E - Territory Definition: Detailed description of geographical territories covered
6. Appendix 1 - Bank Account Details: Banking information for royalty payments
7. Appendix 2 - Authorized Representatives: List of authorized contacts for various aspects of agreement administration
Authors
Technology
Media & Entertainment
Manufacturing
Pharmaceuticals
Software Development
Publishing
Fashion & Retail
Consumer Goods
Biotechnology
Research & Development
Gaming
Music Industry
Film & Television
Industrial Design
Educational Content
Legal
Finance
Intellectual Property
Business Development
Commercial
Research and Development
Product Development
Compliance
Licensing
Innovation
Legal Counsel
Intellectual Property Manager
Commercial Director
Business Development Manager
Finance Director
Licensing Manager
Chief Technology Officer
Content Director
Research Director
Product Manager
Innovation Manager
Compliance Officer
Contract Administrator
Chief Financial Officer
IP Commercialization Specialist
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