Royalty Agreement Template

This Royalty Agreement is made on [Date] by and between:

Royalty Recipient / Licensor: [Full Name / Company Name]
Address: [Address]

Payor / Licensee: [Full Name / Company Name]
Address: [Address]

1. Purpose of Agreement

The parties enter into this Agreement to define the terms under which royalties will be paid in connection with the following rights, products, property, or licensed subject matter:

[Describe the product, intellectual property, rights, formula, brand, content, or other royalty-bearing subject matter]

2. Rights or Subject Matter Covered

This Agreement applies to the following:

[patent rights]
[copyrighted work]
[trademark or brand use]
[licensed content]
[manufactured product]
[mineral or resource rights]
[other royalty-bearing property]

Additional description:

[Insert details]

3. Grant or Basis for Royalty

The Royalty Recipient grants, authorizes, or recognizes the following royalty-bearing use:

☐ license to use or sell
☐ right to manufacture or distribute
☐ right to publish or reproduce
☐ right to exploit or commercialize
☐ other: [Describe]

Territory, market, or scope, if applicable:

[Insert details]

4. Term

This Agreement begins on [Start Date] and continues until [End Date], unless ended earlier under this Agreement.

Renewal terms, if any:

[Insert renewal terms or write “None”]

5. Royalty Rate

The Payor shall pay royalties as follows:

☐ [Percentage]% of gross revenue
☐ [Percentage]% of net revenue
☐ [$Amount] per unit sold
☐ fixed royalty amount of [$Amount] per [month / quarter / year]
☐ other royalty formula: [Describe]

If net revenue is used, permitted deductions shall be:

[Describe deductions or write “None”]

6. Royalty-Bearing Activity

Royalties shall be paid on the following activity:

[sales]
[licenses granted]
[streams or downloads]
[production volume]
[subscriptions]
[extraction or output]
[other revenue event]

Excluded activity, if any:

[Insert details]

7. Statements and Reporting

The Payor shall provide royalty statements:

☐ monthly
☐ quarterly
☐ annually
☐ other: [Describe]

Each statement shall include, as applicable:

[units sold]
[gross revenue]
[deductions]
[net royalty base]
[royalty amount due]
[returns or credits]
[other reporting details]

8. Payment Terms

Royalty payments shall be made:

☐ with each royalty statement
☐ within [Number] days after the end of each reporting period
☐ according to the following schedule: [Describe]

Payment method:

☐ check
☐ wire transfer
☐ ACH
☐ other: [Describe]

Late payment terms, if any:

[Insert details]

9. Records and Audit Rights

The Payor shall keep reasonable books and records relating to royalty-bearing activity under this Agreement.

The Royalty Recipient may audit those records:

☐ on reasonable prior notice
☐ no more than [Number] time(s) per year
☐ through an independent accountant
☐ under the following additional terms: [Describe]

If an audit shows an underpayment, the following shall apply:

[Insert terms]

10. Ownership and Reservation of Rights

Except for the rights expressly granted in this Agreement, all ownership and other rights in the covered property remain with:

[Royalty Recipient / Licensor / Other]

No transfer of ownership is intended unless separately stated in writing.

11. Representations and Warranties

Each party represents that:

it has authority to enter into this Agreement;
it will perform its obligations in good faith;
any rights granted or licensed under this Agreement are given only to the extent the granting party has authority to do so.

Additional representations, if any:

[Insert details]

12. Confidentiality

Each party may receive confidential information relating to pricing, reports, sales data, product plans, customer information, formulas, or other non-public information.

Each party agrees not to disclose or misuse confidential information except as needed to perform this Agreement or as required by law.

13. Termination

Either party may terminate this Agreement:

☐ on [Number] days’ written notice
☐ immediately for material breach
☐ if royalty-bearing activity ends
☐ under the following additional terms: [Describe]

If this Agreement ends, accrued royalty obligations up to the termination date shall remain payable unless otherwise agreed in writing.

14. Governing Law

This Agreement shall be governed by the laws of the state of [State].

15. Entire Agreement

This Agreement contains the full understanding between the parties regarding the royalty arrangement described above and replaces prior discussions on the same subject unless otherwise stated in writing.

16. Signatures

Royalty Recipient / Licensor Signature: __________________________
Name: [Full Name]
Title: [Title, if applicable]
Date: [Date]

Payor / Licensee Signature: __________________________
Name: [Full Name]
Title: [Title, if applicable]
Date: [Date]