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The Revenue Based Financing Agreement is utilized when companies seek alternative financing that aligns repayment obligations with their revenue performance. This financing model, governed by Irish law, is particularly suitable for businesses with recurring revenue streams or predictable growth patterns. The agreement details the provision of funding in exchange for a percentage of future revenue until a predetermined return multiple is achieved. It incorporates essential elements such as revenue definitions, calculation methodologies, reporting requirements, and compliance with Irish financial services regulations. This document type has gained prominence as an alternative to traditional debt or equity financing, especially for growing companies that may not qualify for conventional bank financing or prefer not to dilute equity. The agreement must comply with Irish financial services legislation, company law, and common law principles while providing clear mechanisms for revenue sharing and investor protection.

1. Parties: Identification of the RBF provider and the recipient company, including registration details and addresses

2. Background: Context of the financing arrangement, brief description of the recipient's business, and purpose of the funding

3. Definitions and Interpretation: Detailed definitions including 'Revenue', 'Payment Period', 'Percentage Rate', 'Maximum Return', and other key terms

4. Funding Amount and Purpose: Specification of the funding amount, disbursement conditions, and permitted use of funds

5. Revenue Share Calculations: Detailed methodology for calculating the revenue share, including the percentage rate and calculation periods

6. Payment Terms: Payment schedule, mechanics, currency, and payment methods

7. Maximum Return Cap: Specification of the maximum return multiple and calculations

8. Revenue Reporting and Audit Rights: Requirements for revenue reporting, format, frequency, and the funder's audit rights

9. Representations and Warranties: Standard and specific representations regarding business, revenue, and compliance

10. Covenants: Ongoing obligations including business conduct, reporting, and maintenance of records

11. Events of Default: Circumstances constituting default and consequences

12. Remedies: Rights and remedies available upon default or breach

13. Term and Termination: Duration of the agreement and termination provisions

14. Confidentiality: Protection of confidential information and trade secrets

15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction