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Royalty Financing Agreement

Royalty Financing Agreement Template for Ireland

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Key Requirements PROMPT example:

Royalty Financing Agreement

"I need a Royalty Financing Agreement for my Irish technology company to secure €5 million in growth capital from a UK-based investment fund, with royalty payments set at 3% of monthly revenue until March 2025, including specific provisions for SaaS revenue calculations."

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Document background
The Royalty Financing Agreement serves as an alternative financing solution for companies seeking growth capital without diluting equity or taking on traditional debt. This document type is particularly relevant when a company has strong revenue streams but may not suit conventional lending structures. It establishes a mechanism where financing is provided in exchange for a percentage of future revenues, typically ranging from 1% to 5%, until a specified return is achieved. Under Irish law, these agreements must comply with specific financial services regulations, tax requirements, and corporate law provisions. The document includes comprehensive terms covering payment mechanics, reporting obligations, default provisions, and investor protections, making it suitable for both domestic Irish transactions and cross-border arrangements. This financing structure is particularly popular among technology companies, life sciences firms, and other businesses with predictable revenue streams but potentially irregular growth patterns.
Suggested Sections

1. Parties: Identification of the financing party and the company receiving financing

2. Background: Context of the financing arrangement and business relationship

3. Definitions and Interpretation: Definitions of key terms including Royalty, Revenue, Payment Periods, and interpretation clauses

4. The Financing: Details of the financing amount, disbursement conditions, and use of proceeds

5. Royalty Payments: Calculation methodology, payment frequency, and reporting requirements

6. Payment Terms: Mechanics of payment, currency, payment methods, and late payment consequences

7. Company Covenants: Ongoing obligations of the company including financial covenants and operational requirements

8. Representations and Warranties: Standard and specific warranties from both parties

9. Information Rights: Reporting obligations, audit rights, and information access

10. Events of Default: Circumstances constituting default and consequences

11. Termination: Rights and process for termination, including any buy-out provisions

12. Confidentiality: Protection of confidential information and trade secrets

13. Boilerplate Clauses: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Security: Required if the financing is secured against specific assets or rights

2. Intellectual Property: Needed when royalties are tied to IP exploitation or licensing

3. Tax Provisions: Detailed tax clauses required for cross-border arrangements

4. Change of Control: Include when restrictions on ownership changes are needed

5. Regulatory Compliance: Required for regulated industries or activities

6. Parent Company Guarantee: Include when parent company support is required

7. Foreign Exchange Provisions: Needed for multi-currency arrangements

8. Step-In Rights: Include when financier requires right to take control in specific circumstances

Suggested Schedules

1. Schedule 1 - Calculation of Royalty: Detailed methodology and examples of royalty calculations

2. Schedule 2 - Form of Revenue Statement: Template for periodic revenue reporting

3. Schedule 3 - Initial Business Plan: Company's business plan and financial projections

4. Schedule 4 - Conditions Precedent: List of conditions to be satisfied before funding

5. Schedule 5 - Permitted Encumbrances: List of permitted liens and security interests

6. Schedule 6 - Reporting Requirements: Detailed reporting obligations and templates

7. Schedule 7 - Key Persons: List of key management and their roles

8. Appendix A - Form of Compliance Certificate: Template for periodic compliance certification

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

















































Clauses













































Relevant Industries

Technology

Life Sciences

Manufacturing

Media and Entertainment

Software

Pharmaceuticals

Mining and Resources

Renewable Energy

Consumer Products

Digital Services

Gaming

Biotechnology

Agriculture

Food and Beverage

Relevant Teams

Legal

Finance

Treasury

Tax

Compliance

Risk Management

Corporate Development

Business Development

Executive Leadership

Commercial Operations

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Investment Manager

Financial Controller

Commercial Director

Business Development Director

Risk Manager

Compliance Officer

Tax Director

Company Secretary

Managing Director

Chief Executive Officer

Industries










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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