• None

Payments.

1.  Royalty. On or before the last business day of each Quarterly Period during the Term and any Sell-off Period, Licensee shall pay to Licensor a royalty of "four point five" percent (4.5%) of the Net Sales Price for the respective preceding Quarterly Period.

2. Sublicensing Revenue. On or before the last business day of each Quarterly Period during the Term and any Sell-off Period, Licensee shall pay to Licensor "five point two" percent (5.2%) of any royalties and fees received by Licensee from sublicensing any rights granted to it under this Agreement during the respective preceding Quarterly Period.

3. Taxes. If Licensee is required by applicable Law to withhold taxes in connection with any sums payable to Licensor under this Agreement, Licensee may deduct the amount of the withholding from the payment it otherwise would have made to Licensor under this Agreement.

4. Manner of Payment.

(a) Royalties and any other sums payable under this Section shall be paid within 10 DAY following the end of each Quarterly Period in US dollars.

(b) If Licensee is prohibited by a governmental authority in any country from making any payment due under this Section, then within the prescribed period for making the payment Licensee shall request permission from the governmental authority to make the payment and shall make the payment within 7 DAY business days after receiving permission. If such permission is not received within 7 DAY business days after Licensee's request, then Licensee, at Licensor's option, shall either deposit the payment in the currency of the relevant country in a bank account within that country designated by Licensor or make the payment to an associated company of Licensor designated by Licensor and having an office in the relevant country or in another country designated by Licensor.

5. Royalty Statements. At the same time as payments are made under Section 4., Licensee shall submit a statement showing the total Net Sales Price of Licensed Product[s] received by Licensee and its Affiliates and sublicensees and the total amount of any sublicense royalties and other fees received by Licensee in the relevant Quarterly Period.


                

IP Payment Clause

This is a smart legal clause that conforms to the Accord Protocol Template Specification, the protocol is managed by the open-source community of the Accord Project. The clause can be parsed and executed by the Cicero engine.

Description

A payment clause for an IP agreement, such as a trademark or a copyright licenses aggreement.

This clause contains:

• Some sample Clause Text - sample.txt
• A template - grammar/template.tem
• A data model - models/model.cto
• Contact logic (in JavaScript) - logic/logic.js

Running this clause

On your own machine

1. Download the Cicero template library

2. Unzip the library with your favourite tool

3. Then from the command-line, change the current directory to the folder containing this README.md file.

cd ip-payment

4. With the Cicero command-line tool:

cicero execute --template ./ --sample ./sample.txt --request ./request.json --state./state.json

Note, all of the command-line flags (like --template) are optional.

Alternatively you can use the simpler command below if you want to use all of the default files.

cicero execute

You should see the following output in your terminal:

mattmbp:ip-payment matt$ cicero execute
18:29:20 - info: Logging initialized. 2018-05-15T22:29:20.325Z
18:29:20 - info: Using current directory as template folder
18:29:20 - info: Loading a default sample.txt file.
18:29:20 - info: Loading a single default request.json file.
18:29:20 - info: Loading a default state.json file.
18:29:21 - info: {"clause":"ip-payment@0.0.3-b29a1d3b15800d29e2ace411d8f40d272e22675e81131b1e7dead5f16491ef56","request":{"$class":"org.accordproject.ippayment.PaymentRequest","netSaleRevenue":1200,"sublicensingRevenue":450,"permissionGrantedBy":"04-05-2018"},"response":{"$class":"org.accordproject.ippayment.PayOut","totalAmount":77.4,"dueBy":"04-12-2018","transactionId":"084e34b8-0407-403c-9ad6-944620b69f04","timestamp":"2018-05-15T22:29:21.054Z"},"state":{"$class":"org.accordproject.common.ContractState","stateId":"org.accordproject.common.ContractState#1"},"emit":[]}

Sample Payload Data

Request, as in request.json

{
    "$class":"org.accordproject.ippayment.PaymentRequest",
        "netSaleRevenue":1200.00,
        "sublicensingRevenue":450.00,
        "permissionGrantedBy":"04-05-2018"
}

For the request above, you should see the following response:

{
  "$class": "org.accordproject.ippayment.PayOut",
  "totalAmount": 7740,
  "dueBy": "07-07-2018",
  "transactionId": "8d8748f3-60a9-4041-b0d3-7fa83fcc4a7d",
  "timestamp": "2018-05-04T13:36:58.290Z"
}

Testing this clause

This clause comes with an automated test that ensures that it executes correctly under different conditions. To test the clause, complete the following steps.

You need npm and node to test a clause. You can download both from here.

This clause was tested with Node v8.9.3 and NPM v5.6.0

From the ip-payment directory.

1. Install all of the dependencies.

npm install

2. Run the tests

npm test

If successful, you should see the following output

mattmbp:ip-payment matt$ npm test

> ip-payment@0.0.3 test /Users/matt/dev/accordproject/cicero-template-library/ip-payment
> mocha

21:57:31 - info: Logging initialized. 2018-02-17T21:57:31.074Z


  Logic
    #RequestPayment
      ✓ Payment should be payed to the amount of


  1 passing (239ms)