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Revenue Share Agreement Template for Nigeria

A Revenue Share Agreement under Nigerian law is a legally binding contract that establishes the terms and conditions for sharing revenue between two or more parties. The document outlines the precise mechanism for calculating and distributing revenue, including payment terms, reporting requirements, and audit rights. It incorporates specific provisions to ensure compliance with Nigerian corporate law, tax regulations, and where applicable, foreign exchange requirements. The agreement includes comprehensive definitions of revenue types, calculation methodologies, and clearly defined obligations for all parties involved.

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What is a Revenue Share Agreement?

The Revenue Share Agreement is essential for business arrangements in Nigeria where parties agree to share revenue generated from specific business activities. This document is commonly used in various contexts, including joint ventures, platform partnerships, agency relationships, and distribution arrangements. It must comply with Nigerian legislation, including the Companies and Allied Matters Act (CAMA) 2020, relevant tax laws, and foreign exchange regulations. The agreement typically details revenue calculation methods, payment procedures, reporting requirements, and audit rights. It's particularly important in the Nigerian business context where clear financial arrangements and regulatory compliance are crucial for successful business partnerships.

What sections should be included in a Revenue Share Agreement?

1. Parties: Identification and details of all parties entering into the revenue share agreement

2. Background: Context of the agreement, business relationship, and purpose of the revenue sharing arrangement

3. Definitions: Clear definitions of key terms used throughout the agreement, including 'Revenue', 'Gross Revenue', 'Net Revenue', and 'Excluded Revenue'

4. Revenue Share Structure: Detailed explanation of the revenue sharing formula, percentages, and calculation methodology

5. Payment Terms: Timing, method, and currency of payments, including payment periods and transfer mechanisms

6. Accounting and Reporting: Requirements for financial reporting, record-keeping, and audit rights

7. Representations and Warranties: Standard representations and warranties from each party regarding their capacity and authority

8. Confidentiality: Provisions protecting confidential information shared between parties

9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

10. Dispute Resolution: Process for resolving disputes, including jurisdiction and applicable law

11. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment rights

What sections are optional to include in a Revenue Share Agreement?

1. Intellectual Property Rights: Required when the revenue sharing involves IP-generated revenue or licensing

2. Foreign Exchange Provisions: Needed when parties are from different countries or transactions involve foreign currency

3. Tax Provisions: Detailed section on tax implications when complex tax structures are involved

4. Non-Compete Clause: Include when parties need to be restricted from competing activities

5. Force Majeure: Important when external factors could significantly impact revenue generation

6. Marketing and Promotion: Required when parties have specific responsibilities for revenue generation

7. Minimum Revenue Guarantees: Include when there are guaranteed minimum payment obligations

8. Change of Control: Important when ownership changes could affect the agreement

What schedules should be included in a Revenue Share Agreement?

1. Revenue Calculation Methodology: Detailed breakdown of how revenue is calculated, including formulas and examples

2. Excluded Revenue Items: List of revenue streams specifically excluded from the sharing arrangement

3. Payment Schedule: Detailed timeline of payment dates and reporting requirements

4. Required Financial Reports: Templates and formats for required financial reporting

5. Authorized Representatives: List of authorized persons for various aspects of the agreement

6. Bank Account Details: Specified bank accounts for revenue transfers

7. Compliance Requirements: Specific Nigerian regulatory requirements and compliance procedures

8. Service Level Agreement: If applicable, metrics and standards for service delivery affecting revenue

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Nigeria

Document Type

Agreement Contract

Cost

Free to use

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