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The Revenue Based Financing Agreement serves as a critical alternative financing instrument for companies seeking growth capital without diluting equity or taking on traditional debt. This document type is particularly relevant for businesses with consistent revenue streams looking to scale their operations. Under Swiss law, the agreement provides a framework for a financing arrangement where repayment is tied directly to the company's revenue performance, typically requiring the recipient to pay a percentage of monthly or quarterly revenue until a predetermined total amount is reached. The document addresses key aspects such as revenue calculations, payment mechanisms, reporting requirements, and compliance with Swiss financial regulations. It's commonly used by scale-ups and established companies seeking flexible financing options, especially those who may not qualify for or desire traditional bank financing or venture capital investment.

1. Parties: Identification of the financing provider and the recipient company, including full legal names and registered addresses

2. Background: Context of the financing arrangement, including the company's business nature and purpose of funding

3. Definitions: Key terms used throughout the agreement, including 'Revenue', 'Payment Period', 'Total Payment Cap', etc.

4. Financing Amount: Details of the principal amount to be provided, including any tranches or conditions precedent

5. Revenue Share Calculation: Formula and methodology for calculating the revenue share payments, including percentage and payment frequency

6. Payment Terms: Timing, method, and mechanics of revenue share payments, including minimum payments if applicable

7. Total Payment Cap: Maximum total amount payable, including all revenue share payments and any fees

8. Company Covenants: Ongoing obligations of the company, including maintaining proper records and conducting business appropriately

9. Reporting Requirements: Financial reporting obligations, including frequency, format, and content of revenue reports

10. Representations and Warranties: Standard declarations about the company's status, authority, and business condition

11. Events of Default: Circumstances constituting default and consequences thereof

12. Confidentiality: Provisions regarding the treatment of confidential information exchanged

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment