Download Royalty Purchase Agreement - Singapore

Royalty Purchase Agreement for Singapore

Royalty Purchase Agreement Template for Singapore

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What is a Royalty Purchase Agreement?

A Royalty Purchase Agreement is utilized when one party wishes to sell their rights to receive future royalty payments to another party. Under Singapore law, this document outlines the complete transaction, including the nature and scope of the royalty rights, purchase price, payment terms, and any continuing obligations. The agreement must comply with Singapore's commercial and intellectual property laws, including the Civil Law Act, Contracts Act, and relevant IP legislation. It's particularly important in sectors where intellectual property monetization is common, such as technology, entertainment, and natural resources.

What sections should be included in a Royalty Purchase Agreement?

1. Parties: Identification of buyer and seller of royalty rights, including full legal names and addresses

2. Background/Recitals: Context of the agreement, nature of royalty rights, and purpose of the transaction

3. Definitions: Key terms used tHRoughout the agreement, including 'Royalty Rights', 'Purchase Price', 'Effective Date'

4. Sale and Purchase: Core transaction terms, including what is being sold and purchased

5. Purchase Price and Payment: Amount, payment schedule, and payment mechanisms

6. Completion: Conditions precedent, completion obligations, and timing

7. Representations and Warranties: Standard representations by both parties, specific warranties about the royalty rights

8. Covenants: Ongoing obligations of the parties

9. Term and Termination: Duration of agreement and termination provisions

What sections are optional to include in a Royalty Purchase Agreement?

1. Security Arrangements: Security provisions if payment is deferred - used when purchase price is paid in installments

2. Tax Provisions: Detailed tax treatment and obligations - used for cross-border transactions or complex tax structures

3. Anti-dilution Provisions: Protection against dilution of royalty rights - used when underlying asset may be subject to change

4. Audit Rights: Rights to audit royalty calculations - used when ongoing royalty calculations are complex

What schedules should be included in a Royalty Purchase Agreement?

1. Schedule 1 - Description of Royalty Rights: Detailed description of the royalty rights being purchased

2. Schedule 2 - Calculation Methodology: Formula and methods for calculating royalties

3. Schedule 3 - Due Diligence Documents: List of documents provided during due diligence

4. Schedule 4 - Form of Transfer Documents: Template documents for effecting the transfer

5. Schedule 5 - Completion Obligations: Detailed list of actions required at completion

Authors

Alex Denne

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

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