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1. Parties: Identification of the investor(s) and investee company, including their complete legal names, registration details, and addresses
2. Background: Context of the investment, brief description of the business, and purpose of the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Revenue', 'Gross Revenue', 'Net Revenue', 'Investment Amount', and 'Revenue Share'
4. Investment Terms: Details of the investment amount, payment method, and conditions precedent to investment
5. Revenue Sharing Structure: Specific mechanics of how revenue will be shared, including calculation methods, percentage splits, and payment thresholds
6. Payment Terms: Timing and method of revenue share payments, currency, bank account details, and payment procedures
7. Reporting and Audit Rights: Financial reporting obligations, frequency of reports, and investor's rights to audit the company's books
8. Representations and Warranties: Standard and specific representations from both parties regarding their capacity, authority, and business conditions
9. Covenants: Ongoing obligations of the company, including business operation standards and maintenance of records
10. Term and Termination: Duration of the agreement, termination triggers, and consequences of termination
11. Events of Default: Circumstances constituting default and remedies available to either party
12. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law provisions
13. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and severability
1. Tag-Along Rights: Include when investors should have the right to join in any sale of the company's shares by other shareholders
2. Information Rights: Additional reporting and information access rights beyond standard financial reports, recommended for larger investments
3. Board Observer Rights: Include when the investor should have the right to appoint a non-voting board observer
4. Intellectual Property Protection: Include when the business involves significant IP assets
5. Non-Competition and Non-Solicitation: Include when protecting the business from competitive activities is crucial
6. Exit Rights: Include specific provisions for investor exit through IPO or trade sale
7. Currency Risk Protection: Include when dealing with foreign investors or cross-border payments
1. Schedule 1: Investment Details: Detailed breakdown of the investment amount, payment schedule, and any conditions precedent
2. Schedule 2: Revenue Calculation Methodology: Detailed formula and examples of how revenue share will be calculated
3. Schedule 3: Reporting Template: Standard format for regular financial reports and revenue share calculations
4. Schedule 4: Business Plan: Company's business plan and financial projections
5. Schedule 5: Existing Encumbrances: List of existing loans, investments, or encumbrances on the company
6. Appendix A: Required Corporate Authorizations: Copies of board resolutions and other corporate approvals
7. Appendix B: Key Performance Indicators: Specific metrics to be tracked and reported
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