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Royalty Financing Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Royalty Financing Agreement

"I need a Royalty Financing Agreement for my Hong Kong technology company to receive HKD 5 million in financing, with royalty payments of 3% of monthly revenue starting March 2025, and I want to include a parent company guarantee and buy-out option after 3 years."

Document background
This Royalty Financing Agreement is designed for use in Hong Kong when a company seeks alternative financing without diluting equity or taking on traditional debt. It is particularly suitable for companies with strong growth potential and predictable revenue streams but who may not qualify for conventional bank financing or prefer not to raise equity. The document structures a financing arrangement where the company receives upfront capital in exchange for agreeing to make ongoing royalty payments based on its financial performance, typically calculated as a percentage of revenue or profits. The agreement includes comprehensive provisions for payment calculations, reporting requirements, company obligations, and investor protections, all aligned with Hong Kong's legal and regulatory requirements. This financing structure is commonly used in sectors such as technology, healthcare, and consumer products, where traditional financing metrics may not adequately capture the company's potential.
Suggested Sections

1. Parties: Identification of the financing party (Financier) and the company receiving the financing (Company)

2. Background: Context of the financing arrangement, including the Company's business and purpose of the financing

3. Definitions and Interpretation: Key terms used throughout the agreement, including financial metrics, calculation periods, and relevant business terms

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

5. Royalty Payments: Calculation methodology, payment frequency, currency, and basis of the royalty (e.g., percentage of revenue/profits)

6. Payment Terms: Mechanics of payment, payment dates, payment methods, and currency conversion provisions

7. Reporting and Information Rights: Financial reporting requirements, access to records, audit rights

8. Representations and Warranties: Standard and specific representations by the Company regarding its business, financial condition, and authority

9. Company Covenants: Ongoing obligations of the Company, including operational, financial, and compliance requirements

10. Events of Default: Circumstances constituting default and consequences thereof

11. Remedies: Rights and remedies of the Financier upon default or breach

12. Term and Termination: Duration of the agreement, termination events, and consequences of termination

13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.

Optional Sections

1. Security: Include when the financing is secured by specific assets or guarantees

2. Minimum Guaranteed Royalty: Include when there is a floor on royalty payments

3. Maximum Royalty Cap: Include when there is a ceiling on royalty payments or total return

4. IP Rights and Protection: Include when intellectual property is central to the revenue generation

5. Change of Control Provisions: Include when restrictions on ownership changes are required

6. Buy-out Rights: Include when early termination through buyout is permitted

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

8. Foreign Exchange Provisions: Include when payments involve multiple currencies

9. Competition Restrictions: Include when non-compete or similar restrictions are required

Suggested Schedules

1. Schedule 1 - Calculation of Royalty: Detailed methodology for calculating royalty payments, including examples

2. Schedule 2 - Form of Compliance Certificate: Template for periodic compliance certification by the Company

3. Schedule 3 - Reporting Requirements: Detailed specifications for financial and operational reporting

4. Schedule 4 - Conditions Precedent: List of conditions to be satisfied before financing is provided

5. Schedule 5 - Permitted Security: List of existing or permitted security interests

6. Schedule 6 - Form of Payment Notice: Template for royalty payment calculations and notices

7. Appendix A - Business Plan: Company's business plan and financial projections

8. Appendix B - Initial Financial Statements: Company's latest financial statements at time of execution

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
















































Clauses





































Relevant Industries

Technology

Media & Entertainment

Life Sciences

Mining & Resources

Manufacturing

Healthcare

Consumer Products

Software

Renewable Energy

Biotechnology

Fashion & Retail

Food & Beverage

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Compliance

Risk Management

Business Development

Tax

Accounting

Executive Management

Relevant Roles

Chief Financial Officer

General Counsel

Finance Director

Investment Manager

Corporate Lawyer

Treasury Manager

Financial Controller

Chief Executive Officer

Commercial Director

Risk Manager

Compliance Officer

Business Development Director

Company Secretary

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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