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Software Royalty Agreement Template for India

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Key Requirements PROMPT example:

Software Royalty Agreement

"I need a Software Royalty Agreement for licensing my enterprise resource planning software to Indian manufacturing companies, with a 15% royalty on gross revenue and quarterly reporting requirements, to be effective from March 1, 2025."

Document background
The Software Royalty Agreement is essential for businesses engaging in software licensing transactions within the Indian jurisdiction. This document is typically used when a software owner wishes to license their software while receiving ongoing royalty payments based on usage, revenue generation, or other metrics. The agreement must comply with Indian legislation, including the Copyright Act, 1957, Information Technology Act, 2000, and relevant tax laws. It contains detailed provisions for licensing rights, royalty calculations, payment terms, reporting requirements, and audit rights. The document is particularly important in the Indian context where software licensing and intellectual property protection have become increasingly significant with the growth of the technology sector. The Software Royalty Agreement serves as a crucial tool for protecting intellectual property rights while establishing a clear framework for monetizing software assets through royalty arrangements.
Suggested Sections

1. Parties: Identifies and provides full details of the licensor and licensee

2. Background: Establishes context, ownership of the software, and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement including Software, Royalties, Revenue, Territory, etc.

4. Grant of Rights: Specifies the scope of license, usage rights, and any territorial restrictions

5. Royalty Payments: Details the royalty calculation method, payment frequency, and payment terms

6. Reporting and Audit Rights: Outlines requirements for revenue reporting and licensor's audit rights

7. Intellectual Property Rights: Confirms ownership of IP and handles any IP-related warranties or restrictions

8. Confidentiality: Protects confidential information exchanged during the agreement

9. Term and Termination: Specifies duration, renewal terms, and termination conditions

10. Warranties and Indemnities: Details warranties regarding software ownership, performance, and related indemnifications

11. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for dispute resolution

12. General Provisions: Includes standard boilerplate clauses like notices, assignment, and severability

Optional Sections

1. Source Code Escrow: Optional section for arrangements to place source code in escrow for licensee protection

2. Support and Maintenance: Include when ongoing technical support and maintenance are part of the agreement

3. Currency and Exchange Rates: Required for international agreements involving multiple currencies

4. Minimum Guarantee: Optional section specifying minimum royalty payments if applicable

5. Sub-licensing Rights: Include if licensee is permitted to sub-license the software

6. Data Protection: Required if personal data processing is involved in software operation

7. Export Controls: Necessary for international agreements involving software export

8. Change Control: Include for agreements where software modifications are anticipated

Suggested Schedules

1. Software Description: Detailed technical specifications and functionality of the licensed software

2. Royalty Calculation Method: Detailed formula and examples of royalty calculations

3. Revenue Reporting Template: Standard format for periodic revenue reports

4. Service Level Agreement: Performance metrics and service standards if applicable

5. Territory Definition: Detailed description of geographical territories and any restrictions

6. Approved Sub-licensees: List of pre-approved sub-licensees if applicable

7. Technical Requirements: Minimum technical specifications for software operation

8. Compliance Requirements: Specific regulatory or industry compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























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Relevant Industries

Information Technology

Software Development

Technology Services

Financial Services

E-commerce

Healthcare Technology

Manufacturing

Telecommunications

Educational Technology

Gaming and Entertainment

Enterprise Software

Digital Media

Retail Technology

Banking Technology

Insurance Technology

Relevant Teams

Legal

Finance

Software Development

Intellectual Property

Compliance

Revenue Operations

Business Development

Commercial Operations

Technology Management

Risk Management

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Licensing Manager

Intellectual Property Manager

Contract Manager

Chief Financial Officer

Software Development Manager

Business Development Manager

Revenue Operations Manager

Compliance Officer

Technology Director

IP Rights Manager

Software Asset Manager

Finance Director

Commercial Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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