ROYALTY AGREEMENT
This Agreement is made on [Date] between [Rights Holder] and [Licensee]
- Parties. This Royalty Agreement is executed between [Rights Holder / Licensor], [Address] (the "Licensor") and [Licensee], [Address] (the "Licensee").
- Recitals. The Licensor owns the Licensed Rights and has agreed to permit the Licensee to exploit them against payment of royalty.
- Licensed Rights & Consideration. The Licensor permits the Licensee to use [IP / Brand / Content / Product] against a minimum guarantee of Rs. [Amount], effective [Effective Date].
- Royalty Rate. The Licensee shall pay a royalty of [__]% of net sales/revenue, or Rs. [__] per unit, whichever is higher, against the minimum guarantee.
- Reporting & Payment Obligations. The Licensee shall render quarterly royalty statements within [__] days of quarter-end and pay royalties due, subject to applicable withholding tax.
- Audit Rights. The Licensor may audit the Licensee's books once a year on reasonable notice; short payment beyond [__]% shall be borne with audit costs.
- Representations & Warranties. The Licensor warrants ownership of the Licensed Rights and authority to grant the licence; the Licensee warrants lawful exploitation.
- Confidentiality. Each party shall keep the commercial terms and sales data disclosed hereunder confidential.
- Quality Control. The Licensee shall maintain the quality standards prescribed by the Licensor and shall not tarnish the Licensed Rights.
- Indemnity. Each party shall indemnify the other against losses arising from breach of its warranties or misuse of the Licensed Rights.
- Term & Termination. This Agreement continues for [__] years, terminable on material breach or default in royalty payment; on termination the Licensee shall cease use of the Licensed Rights.
- Governing Law & Jurisdiction. This Agreement is governed by the laws of India and subject to the jurisdiction of courts at [City].
- Dispute Resolution. Disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated at [City].
IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.
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[Licensor]
[Licensor]
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[Licensee]
[Licensee]
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Witness 1: [Name & Address]
Witness 1: [Name & Address]
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Witness 2: [Name & Address]
Witness 2: [Name & Address]