British Columbia Royalty Agreement for Software Licensing by Megadox

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									                                ROYALTY AGREEMENT
THIS AGREEMENT made effective as of the _____ day of ______________, _______.

BETWEEN:

                                         [DEVELOPER]
                                             [address]
                                       (the “Developer”)
                                                                          OF THE FIRST PART

                                            - and -

                                          [COMPANY]
                                           [address]
                                       (the “Company”)
                                                                       OF THE SECOND PART

WHEREAS:

A.     The Company is in the business of [description of company’s business] (the “Business”);

B.     The Developer is developing application software for the Company (the “Software”)
       containing feature functionality pertaining to the Business for the specific use of [specific
       use of software] in accordance with the terms of a Software Development Agreement
       dated [date of development agreement] which software is based on the Developer’s
       current proprietary application software technology and which, when developed, will be
       designated with the trade name “[trade name]“;

C.     The Software being developed for the Company may be marketable to third parties who
       are also engaged in the Business;

D.     The parties hereto are desirous of initiating and acting upon opportunities for marketing
       of the Software to third parties;

E.     The Developer is willing to pay to the Company a royalty based on the software license
       fees paid by third parties for use of the Software on the terms and conditions hereinafter
       set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises, covenants and agreements of the parties set out in this Agreement, the parties do
hereby covenant and agree as follows.

1.     Royalty Grant
1.01   Subject to the terms and conditions set out in this Agreement, the Developer shall pay to
       the Company a royalty of [royalty] ( %) per cent of the gross proceeds received by the
                                              -2-

       Developer as license fees in respect of the modules of the Software set forth in Schedule
       “A” attached when, in future, their use is licensed by the Developer to third parties
       engaged in the Business (“End-Users”).

1.02   Royalty payments will be due and payable to the Company annually, calculated upon
       End-User license fees actually received by the Developer during the preceding calendar
       year pursuant to software license agreements executed by End-Users respecting use of the
       modules of the Software set forth in Schedule “A”.

1.03   Once the Developer has made royalty payments to the Company in a cumulative amount
       equal to costs incurred by the Company for specification/design, programming and
       testing necessary for the development of the modules of the Software set forth in
       Schedule “A”, this Agreement shall terminate and the Developer will have no further
       payment obligations to the Company for future licensing of the Software to End-Users.

1.04   The Developer shall maintain a complete and accurate list of End-Users which will be
       submitted to the Company within thirty (30) days of the end of each 
								
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