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The Royalty Share Agreement is essential for parties seeking to establish a formal arrangement for sharing revenues generated from intellectual property exploitation under Swiss law. This document is particularly relevant when intellectual property owners wish to commercialize their assets while maintaining ownership rights and receiving ongoing compensation. It's commonly used in Switzerland's robust innovation ecosystem, especially in sectors like pharmaceuticals, technology, and luxury goods. The agreement typically details revenue calculation methods, payment schedules, reporting obligations, and audit rights, all structured to comply with Swiss legal requirements. It's designed to provide clarity and certainty in commercial relationships while protecting both parties' interests through clear governance mechanisms and dispute resolution procedures aligned with Swiss jurisdiction.

1. Parties: Identification and details of all parties to the agreement, including their legal status and registered addresses

2. Background: Context of the agreement, including the nature of the intellectual property and the parties' intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Net Revenue', 'Royalty Period', 'Territory', etc.

4. Grant of Rights: Specifies the intellectual property rights being licensed and the scope of their permitted use

5. Calculation of Royalties: Detailed methodology for calculating royalty shares, including the base amount and percentages

6. Payment Terms: Timing and method of royalty payments, currency, payment details, and handling of taxes

7. Reporting Requirements: Obligations regarding financial reporting, frequency of reports, and audit rights

8. Record Keeping: Requirements for maintaining accurate records and the duration of record retention

9. Intellectual Property Protection: Obligations regarding IP protection, enforcement, and cooperation in case of infringement

10. Representations and Warranties: Standard warranties regarding ownership, authority to contract, and non-infringement

11. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

12. Post-Termination Obligations: Obligations that survive termination and wind-down procedures

13. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for dispute resolution

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