The Royalty Investment Agreement is utilized when investors seek to participate in a company's success tHRough ongoing royalty payments rather than equity ownership. This document, governed by Singapore law, establishes the framework for investment capital provision in exchange for regular royalty payments typically calculated as a percentage of revenue or other performance metrics. It includes detailed provisions for payment calculations, reporting requirements, investor protections, and compliance with Singapore's investment and securities regulations. This structure is particularly attractive for companies seeking non-dilutive funding and investors wanting predictable returns.
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1. Parties: Identification and details of all contracting parties
2. Background/Recitals: Context of the agreement and relationship between parties
3. Definitions: Key terms used tHRoughout the agreement
4. Investment Terms: Details of investment amount, structure, and payment terms
5. Royalty Calculations: Formula and methodology for calculating royalty payments
6. Payment Terms: Timing, method, and currency of royalty payments
7. Reporting Requirements: Financial reporting obligations and audit rights
8. Representations and Warranties: Standard declarations by both parties
9. Term and Termination: Duration and conditions for ending the agreement
10. Governing Law: Specification of Singapore law as governing law
1. IP Rights: Intellectual property provisions for cases where royalties are based on IP assets
2. Security Arrangements: Additional security provisions for protecting the investment
3. Change of Control: Provisions dealing with changes in ownership or control of parties
4. International Payments: Specific provisions for cross-border payment arrangements
1. Calculation Schedule: Detailed methodology for royalty calculations
2. Form of Reports: Templates for required financial reports
3. Business Plan: Projected financials and business strategy
4. IP Schedule: Details of relevant intellectual property
5. Security Documents: Forms of any security arrangements
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