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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Revenue Share Agreement (RSA) is the contract under which a business agrees to share a defined percentage of its revenues with a funding source, partner, or investor, in exchange for capital, services, or strategic value — instead of issuing equity or paying interest. Popular with bootstrapped founders who want growth capital without giving up equity or taking on fixed debt obligations. RSAs may also be used between business partners for referral compensation, licensing royalties, or co-marketing arrangements. Key legal issues: defining what 'revenue' means (gross vs. net), the payment cap or duration, and audit rights. Fill out this free revenue share agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Revenue Share Terms.
This Revenue Share Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ (the "Company"), and ______________, located at ______________ (the "Revenue Share Holder").
Revenue Share Holder agrees to provide the following to Company: ______________ (the "Consideration"). Company agrees to share revenues as described herein in exchange for the Consideration.
Company agrees to pay Revenue Share Holder 5% (the "Revenue Share Percentage") of Company's ______________ (the "Revenue Base"), in each applicable period, subject to the payment cap and termination provisions set forth herein.
For purposes of this Agreement, the Revenue Base shall be calculated as follows: ______________. The Company shall maintain complete and accurate records of all revenue included in the Revenue Base, and shall calculate the Revenue Base consistently from period to period in accordance with generally accepted accounting principles (GAAP). Revenue Share Holder shall have the right to audit the Company's Revenue Base records upon 10 business days' written notice, at Revenue Share Holder's expense, provided that if the audit reveals an underpayment of more than 5%, the Company shall pay all audit costs and reimburse the underpaid amount with interest at 8% per annum.
This Agreement has no payment cap and shall continue until terminated by mutual written agreement.
Company shall calculate and pay the Revenue Share ______________. Each payment shall be accompanied by a written statement showing the calculation of the Revenue Base for the period, the Revenue Share Percentage applied, and the resulting payment. Company shall deliver payment and statement to Revenue Share Holder by the applicable payment deadline. Late payments shall accrue interest at 1.5% per month from the due date until paid.
There are no minimum payment obligations under this Agreement. If Company generates no revenue in any payment period, no payment shall be owed for that period. Revenue Share Holder acknowledges that payments will vary based on Company's actual revenues.
Revenue Share Holder's right to receive Revenue Share payments is non-exclusive. Company may enter into similar revenue sharing, royalty, or other payment arrangements with other parties without Revenue Share Holder's consent, provided that such arrangements do not impair Company's ability to make the Revenue Share payments required herein.
This Agreement does not grant Revenue Share Holder any ownership interest, equity, or governance rights in the Company. Revenue Share Holder is not a shareholder, member, or partner of the Company. Revenue Share Holder has no right to participate in the management or operations of the Company, and the payments hereunder do not represent a return on equity.
This Agreement shall commence on ______________ and shall continue until terminated in accordance with Section 4 above, or until terminated by mutual written agreement. Company may elect to prepay the Revenue Share obligation in full at any time by paying Revenue Share Holder the present value of the projected remaining payments, based on the prior 12 months' average Revenue Share payment.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.