Revenue Share Agreement

This Revenue Share Agreement (the "Agreement") is entered into by and between party_a_name ("Party A") and party_b_name ("Party B"), collectively referred to as the "Parties."

WHEREAS, the Parties have collaborated or intend to collaborate on the development, marketing, or distribution of product_name (the "Product"); and WHEREAS, the Parties desire to establish the terms under which revenue generated by the Product will be shared between them; NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

1. Definitions

1.1 Gross Revenue

"Gross Revenue" means all revenue actually received by the Parties (or either of them) from the sale, licensing, distribution, or other commercialization of the Product, including but not limited to: (a) direct sales revenue; (b) subscription or recurring revenue; (c) licensing fees and royalties; (d) advertising revenue generated from the Product; (e) affiliate or referral commissions earned through the Product; and (f) any other income directly attributable to the Product.

1.2 Net Revenue

"Net Revenue" means Gross Revenue less the following deductions (the "Permitted Deductions"): (a) refunds, returns, and chargebacks actually credited to customers; (b) sales taxes, value-added taxes, and similar taxes actually collected and remitted to taxing authorities; (c) payment processing fees charged by third-party payment processors (e.g., credit card processing fees); (d) platform fees charged by third-party distribution platforms (e.g., app store commissions); and (e) shipping and fulfillment costs directly attributable to product sales. No other deductions shall be permitted without the mutual written consent of both Parties.

1.3 Revenue Period

"Revenue Period" means each calendar month during the term of this Agreement, unless the Parties agree in writing to a different period (e.g., calendar quarter). Each Revenue Period shall begin on the first day of the month and end on the last day of the month.

2. Revenue Share

2.1 Revenue Share Percentage

The Net Revenue from the Product shall be shared between the Parties as follows: Party B shall receive revenue_share_percentage of Net Revenue (the "Revenue Share"), and Party A shall retain the remaining Net Revenue. The Revenue Share percentage is fixed for the term of this Agreement and may only be modified by written amendment signed by both Parties.

2.2 Calculation

The Revenue Share for each Revenue Period shall be calculated based on the Net Revenue actually received during such period. Revenue shall be recognized on a cash basis (i.e., when payment is actually received, not when invoiced or earned). The Party responsible for collecting revenue (the "Collecting Party") shall calculate the Revenue Share and provide a detailed report to the other Party within fifteen (15) days after the end of each Revenue Period.

2.3 Payment

The Collecting Party shall pay the other Party's Revenue Share within thirty (30) days after the end of each Revenue Period. Payments shall be made by wire transfer, ACH, or other method agreed upon by the Parties. All payments shall be in United States Dollars, unless the Parties agree otherwise in writing.

2.4 Minimum Payment Threshold

If the Revenue Share payable to a Party for any Revenue Period is less than fifty dollars ($50.00), the payment may be carried forward to the next Revenue Period until the cumulative amount equals or exceeds the threshold. If the Agreement terminates with an accrued balance below the threshold, the Collecting Party shall pay the remaining balance within thirty (30) days of termination.

2.5 Late Payments

Any Revenue Share payment not made by the due date shall accrue interest at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is less. The non-paying Party shall also be responsible for all costs of collection, including reasonable attorneys' fees.

3. Accounting and Reporting

3.1 Revenue Reports

The Collecting Party shall provide the other Party with a detailed revenue report for each Revenue Period, including: (a) Gross Revenue by source and category; (b) itemization of all Permitted Deductions; (c) calculation of Net Revenue; (d) calculation of the Revenue Share; and (e) cumulative year-to-date totals. Reports shall be delivered within fifteen (15) days after the end of each Revenue Period.

3.2 Record Keeping

Each Party shall maintain accurate and complete books and records relating to all revenue, expenses, and transactions associated with the Product for a period of at least five (5) years following the end of the applicable Revenue Period. Such records shall be maintained in accordance with generally accepted accounting principles or other recognized accounting standards.

3.3 Audit Rights

Each Party shall have the right, upon thirty (30) days' written notice and at its own expense, to audit the other Party's books and records relating to the Product no more than once per calendar year. The audit shall be conducted by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the other Party. If the audit reveals an underpayment of more than five percent (5%) for any Revenue Period, the underpaying Party shall bear the cost of the audit and shall promptly pay the deficiency plus interest.

4. Roles and Responsibilities

4.1 Party A Responsibilities

Party A shall be responsible for: (a) the development, maintenance, and hosting of the Product (unless otherwise specified); (b) customer support and service for the Product; (c) collection and processing of payments from customers; (d) compliance with applicable laws and regulations related to the Product; and (e) such other responsibilities as specified in the attached Schedule of Responsibilities (Exhibit A).

4.2 Party B Responsibilities

Party B shall be responsible for: (a) marketing, promotion, and distribution of the Product; (b) generating leads and driving sales; (c) maintaining relationships with customers and channel partners; (d) providing market intelligence and feedback to Party A; and (e) such other responsibilities as specified in Exhibit A.

4.3 Joint Responsibilities

Both Parties shall jointly be responsible for: (a) strategic planning and decision-making regarding the Product; (b) pricing decisions; (c) major product changes or enhancements; and (d) resolving disputes with customers or third parties related to the Product.

5. Intellectual Property

5.1 Ownership

Each Party retains all right, title, and interest in its own pre-existing intellectual property. Intellectual property created jointly by the Parties in connection with the Product shall be jointly owned, and each Party shall have a non-exclusive right to use such jointly-created intellectual property, subject to the revenue sharing obligations of this Agreement.

5.2 Product IP

Unless otherwise specified in Exhibit A, the intellectual property in the Product itself (including software, designs, content, and trademarks) shall be owned by the Party primarily responsible for its creation. The other Party shall receive a license to use such intellectual property solely for the purpose of fulfilling its obligations under this Agreement.

5.3 Restrictions

Neither Party shall use the other Party's intellectual property for any purpose other than as contemplated by this Agreement without prior written consent. Neither Party shall register, or attempt to register, any intellectual property of the other Party. Each Party shall promptly notify the other of any infringement or misappropriation of the Product's intellectual property.

6. Confidentiality

Each Party shall keep confidential all non-public information received from the other Party, including revenue data, customer information, business strategies, technical information, and the terms of this Agreement. Neither Party shall disclose such information to third parties without prior written consent, except as required by law or to professional advisors bound by confidentiality obligations.

This confidentiality obligation shall survive the termination of this Agreement for a period of three (3) years.

7. Representations and Warranties

7.1 Mutual Representations

Each Party represents and warrants that: (a) it has the authority to enter into this Agreement; (b) its performance under this Agreement will not violate any other agreement; (c) it will comply with all applicable laws; and (d) it will perform its obligations in a professional and workmanlike manner.

7.2 Product Warranties

The Party responsible for developing the Product warrants that: (a) the Product does not infringe any third-party intellectual property rights; (b) the Product complies with applicable laws and regulations; and (c) the Product will function substantially as described in its documentation.

8. Indemnification

Each Party shall indemnify, defend, and hold harmless the other Party from and against any claims, damages, losses, and expenses arising from: (a) the indemnifying Party's breach of this Agreement; (b) the indemnifying Party's negligence or willful misconduct; (c) any infringement of third-party rights by materials created by the indemnifying Party; or (d) the indemnifying Party's violation of applicable laws.

9. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL REVENUE SHARE PAYMENTS MADE OR PAYABLE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Term and Termination

10.1 Term

This Agreement shall commence upon execution and shall continue for an initial term of two (2) years, automatically renewing for successive one (1) year periods unless either Party provides ninety (90) days' written notice of non-renewal.

10.2 Termination for Cause

Either Party may terminate upon written notice if the other Party materially breaches this Agreement and fails to cure within thirty (30) days.

10.3 Termination for Convenience

Either Party may terminate upon ninety (90) days' written notice for any reason.

10.4 Effect of Termination

Upon termination: (a) the Collecting Party shall provide a final revenue report and pay all outstanding Revenue Share amounts within thirty (30) days; (b) each Party shall cease using the other Party's intellectual property; (c) each Party shall return or destroy the other Party's confidential information; and (d) revenue sharing obligations shall continue for any revenue received after termination that is attributable to sales or transactions that occurred during the term.

10.5 Tail Period

For a period of six (6) months following termination (the "Tail Period"), the Revenue Share shall continue to apply to Net Revenue generated from customers acquired during the term of this Agreement. After the Tail Period, no further Revenue Share payments shall be due.

11. Dispute Resolution

Any dispute arising under this Agreement shall first be submitted to good-faith negotiation. If unresolved within thirty (30) days, the dispute shall be submitted to mediation. If mediation is unsuccessful within sixty (60) days, either Party may pursue binding arbitration in accordance with the rules of the American Arbitration Association.

12. General Provisions

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof.

12.2 Amendments

Amendments require a written instrument signed by both Parties.

12.3 Assignment

Neither Party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

12.4 Governing Law

This Agreement shall be governed by the laws of the state in which Party A's principal place of business is located.

12.5 Severability

If any provision is held invalid, the remaining provisions continue in full force.

12.6 Notices

All notices shall be in writing and deemed given when delivered personally, by confirmed email, or by overnight courier.

12.7 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures.

IN WITNESS WHEREOF, the Parties have executed this Revenue Share Agreement as of the date last signed below.

Party A

party_a_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Party B

party_b_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]