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Software Royalty Agreement
"I need a Software Royalty Agreement for licensing my enterprise resource planning software to a UK-based distributor, with a 15% royalty rate on net sales and quarterly reporting requirements, to be effective from March 2025."
1. Parties: Identification and details of contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Grant of Rights: Scope of license and usage rights granted for the software
5. Royalty Payments: Payment terms, calculation methods, reporting requirements and payment schedules
6. Intellectual Property Rights: Ownership, protection and enforcement of IP rights
7. Warranties and Representations: Guarantees regarding software ownership, performance and compliance
8. Confidentiality: Protection of confidential information and trade secrets
9. Term and Termination: Duration of agreement, renewal terms and termination provisions
10. Liability and Indemnification: Limitations of liability and indemnification obligations
11. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
1. Source Code Escrow: Terms for source code protection and access conditions
2. Territory Restrictions: Geographical limitations on software usage and distribution
3. Maintenance and Support: Terms for ongoing technical support and software maintenance
4. White Labeling: Terms for software rebranding and customization rights
5. Audit Rights: Rights to audit licensee's records and usage compliance
1. Schedule 1 - Software Description: Detailed technical specifications and functionality description
2. Schedule 2 - Royalty Calculation Methods: Detailed formula, examples and calculation procedures
3. Schedule 3 - Reporting Templates: Standard forms and templates for royalty reporting
4. Schedule 4 - Service Level Agreement: Performance standards and support level specifications
5. Schedule 5 - Territory List: List of authorized territories for software distribution
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