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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
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
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
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