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Royalty Agreement

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					Royalty Agreement
This Royalty Agreement is between a party that owns products or intellectual property
that allows another party to sell, use or distribute the property in return for a percentage
of gross sales. Customize the type of property to be sold, the length of the agreement,
the royalty percentage, whether there will be an initial lump sum payment, arbitration
provisions and more. This agreement is ideal for individuals or small businesses that
want to assign or obtain a license to sell products in return for a percentage of sales.
                                       ROYALTY AGREEMENT
THIS ROYALTY AGREEMENT (hereinafter referred to as the “Agreement”) is made on
__________________ [Instructions: Insert the date of this agreement] by and between
______________________ [Instructions: Insert the party’s name that will receive royalties]
(hereinafter referred to as the “Licensor”) of __________________________________
[Instructions: Insert the Licensor’s address] and ______________________ [Instructions:
Insert the party’s name that will pay royalties] (hereinafter referred to as the “Licensee”) of
_____________________________________ [Instructions: Insert the Licensee’s address] for
a            license             to          use,       sell           and            distribute
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
[Instructions: Insert the property that the Licensor will allow the Licensee to sell]
(hereinafter referred to as the “Property”).

In consideration of the foregoing promises and the mutual covenants set forth in this Agreement
and other valuable considerations, the parties agree as follows:

1.       LICENSE

Licensor hereby grants Licensee a license to sell and distribute the Property for the permitted
uses as set forth in this Agreement only. All other rights in and to the Property, including but not
limited to all copyright and other intellectual property rights relating to the Property are retained
by Licensor.

2.       TERM

The grant of this license is effective as of the signing of this Agreement and shall continue in
effect for a period of ______________________ [Instructions: Insert the length of time this
agreement will remain effective. e.g. 1 year, 2 years, etc.] This Agreement can be terminated
by either party upon ______________________ [Instructions: Insert the notice required to
terminate this agreement. e.g. 30 days. If this agreement cannot be terminated early, delete
this line] written notice to the other party.

3.       FEES

Licensee agrees to pay Licensor a one-time fee of $___________ [Instructions: Insert the
single lump sum the Licensee will pay] Dollars for use of the Property. Payment shall be due to
Licensor on or before ______________________. [Instructions: Insert the due date of the
lump sum]

4.       ROYALTIES

Licensee agrees to pay royalties (hereinafter referred to as the “Royalties”) at the rate of
__________% [Instructions: Insert the royalty percentage] of all gross receipts derived from



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the Property. Licensee agrees that it shall pay any and all Royalties due and owing to Licensor
starting ______________________ [Instructions: Insert the due date of the first royalty
payment] which shall continue on a ______________________ [Instructions: Insert the
frequency of the royalty payments. e.g. weekly, bi-weekly, monthly, etc.] basis thereafter.
Upon Licensee delivering the Royalties to Licensor, Licensee agrees that it shall submit to
Licensee a detailed summary of any invoices in respect to the quantities and prices of the
Property sold by Licensee.

5.       WARRANTIES

Licensor warrants that it has the right to license the rights granted under this Agreement to use
the Property and that it has obtained any and all necessary permissions from third parties to
license the Property, and that use of the Property in accordance with the terms of this Agreement
shall not infringe the copyright of any third party.

6.       INDEMNIFICATION

Each party shall indemnify and hold the other harmless, to the fullest extent allowed by law, for
any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including
reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s
representations and warranties made under the Agreement, provided that the indemnifying party
is promptly notified of any such claims. The indemnifying party shall have the sole right to
defend such claims at its own expense. The other party shall provide, at the indemnifying party’s
expense, such assistance in investigating and defending such claims as the indemnifying party
may reasonably request. This indemnity shall survive the termination of the Agreement.

7.       CONFIDENTIALITY

Each party shall hold in strictest confidence any Confidential Information of the other party
disclosed or made available pursuant to this Agreement. “Confidential Information” means any
non-public information, technical data, trade secrets or know-how (including, but not limited to,
information relating to students, data, research, Properties, software, documentation, formula,
process, techniques, services, development, inventions, processes, engineering, techniques,
pricing, internal procedures, finances, employees and business opportunities) whether having
existed, now existing, or to be developed or created in the future, whether tangible or intangible,
and whether or how stored, compiled or memorialized physically, electronically, graphically,
photographically, or in writing.

Neither party shall use any Confidential Information received from the other party except as
expressly permitted under this Agreement, or as necessary to perform its duties hereunder, and
Licensee shall not disclose any such Confidential Information to any third party (except
employees and only on a “need to know” basis and subject to their being bound to protect the
confidentiality of the Confidential Information) without Licensor’s prior written consent,
provided, however, such prior consent shall not be required if Licensee is required to disclose
Confidential Information by court order or other operation of law and Licensee provides
Licensor with prompt notice of such court order or operation of law.



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8.       AMENDMENTS TO LICENSE

This license may only be amended by a writing signed by Licensee and authorized by Licensor.

9.       GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of
______________________. [Instructions: Insert the state’s laws that will govern this
agreement]

10.      ARBITRATION

Any controversy or claim arising out of or in relation to this Agreement or the validity,
construction or performance of this Agreement, or the breach thereof, shall be resolved by
arbitration in accordance with the rules of the American Arbitration Association (AAA) under its
jurisdiction in the State of ______________________ [Instructions: Insert the state where
arbitration will take place] before a single arbitrator. The parties shall have the right to engage
in pre-hearing discovery in connection with such arbitration proceedings. The parties agree
hereto that they will abide by and perform any award rendered in any arbitration conducted
pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon such
award and that the prevailing party in such arbitration and/or confirmation proceeding shall be
entitled to recover its reasonable attorneys fees and expenses. The arbitration award shall be
final, binding, and non-appealable. The Parties agree to accept service of process in accordance
with the AAA Rules.

11.      NON-WAIVER

No failure or neglect of either party hereto in any instance to exercise any right, power or
privilege under this Agreement or under applicable law shall constitute a waiver of any other
right, power or privilege in any other instance. All waivers by either party must be in wiring and
signed by the party to be charged.

12.      ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding between the parties and
supersedes any prior or contemporaneous written or oral agreements, representations and
warranties between them respecting the subject matter of this Agreement. This Agreement may
be amended only by a writing signed by Licensee and by a duly authorized representative of the
Licensor. If any term, provision, covenant or condition of this Agreement, or the application to
any person, place or circumstance, shall be held to be invalid, unenforceable or void, the
remainder of this Agreement and such term, provision, covenant or condition as applied to other
persons, places and circumstances shall remain in full force and effect.

13.      NOTICES




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All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or
shall be deemed received if sent to the address specified in the first paragraph of this Agreement.
Either party may from time to time change its notice address by written notice to the other party.

By signing this Agreement the parties acknowledges they have read the entire Agreement and
fully understand the terms, conditions and obligations of this Agreement.


LICENSOR



___________________________ [Instructions: Insert signature]
Name: ______________________ [Instructions: Insert the name of the Licensor’s signatory]
Title: ______________________ [Instructions: Insert the title of the Licensor’s signatory]
Date: ______________________ [Instructions: Insert the date of signature]




LICENSEE



___________________________ [Instructions: Insert signature]
Name: ______________________ [Instructions: Insert the name of the Licensee’s signatory]
Title: ______________________ [Instructions: Insert the title of the Licensee’s signatory]
Date: ______________________ [Instructions: Insert the date of signature]




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Description: This Royalty Agreement is between a party that owns products or intellectual property that allows another party to sell, use or distribute the property in return for a percentage of gross sales. Customize the type of property to be sold, the length of the agreement, the royalty percentage, whether there will be an initial lump sum payment, arbitration provisions and more. This agreement is ideal for individuals or small businesses that want to assign or obtain a license to sell products in return for a percentage of sales.