IP Payment

Author: Accord Project

ip-payment@0.12.1 Clause ^0.20.10 75f650ad170d93f21c4a123e7860df943943d94c1f324af81b6360597a7f19f4

This clause is a payment clause for IP agreements, such as trademark or copyright licenses.

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IP Payment Clause

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

Template Text

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 days 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 days business days after receiving permission. If such permission is not received within 7 days 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.

  1. 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.

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 days 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 days business days after receiving permission. If such permission is not received within 7 days 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.

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 {{royaltyText}} percent ({{royaltyRate}}%) of the Net Sales Price for the respective preceding Quarterly Period.

1. 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 {{sublicensingRoyaltyText}} percent ({{sublicensingRoyaltyRate}}%) of any royalties and fees received by Licensee from sublicensing any rights granted to it under this Agreement during the respective preceding Quarterly Period.

1. 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.

1. Manner of Payment.

(a) Royalties and any other sums payable under this Section shall be paid within {{paymentPeriod}} 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 {{paymentPeriodWithPermission}} business days after receiving permission. If such permission is not received within {{paymentPeriodWithPermission}} 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.
1. 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.
{
    "$class": "org.accordproject.ippayment.IntellectualPropertyPaymentClause",
    "clauseId": "2fd16d71-ecc2-48bc-bbf2-43c81cfe5d33",
    "royaltyText": "four point five",
    "royaltyRate": 4.5,
    "sublicensingRoyaltyText": "five point two",
    "sublicensingRoyaltyRate": 5.2,
    "paymentPeriod": {
        "$class": "org.accordproject.time.Duration",
        "amount": 10,
        "unit": "days"
    },
    "paymentPeriodWithPermission": {
        "$class": "org.accordproject.time.Duration",
        "amount": 7,
        "unit": "days"
    }
}

Template Model

namespace org.accordproject.ippayment

import org.accordproject.cicero.contract.* from https://models.accordproject.org/cicero/contract.cto
import org.accordproject.cicero.runtime.* from https://models.accordproject.org/cicero/runtime.cto
import org.accordproject.time.* from https://models.accordproject.org/v2.0/time.cto

/**
 * Requesting a payment
 */
transaction PaymentRequest extends Request {
  o Double netSaleRevenue
  o Double sublicensingRevenue
  o DateTime permissionGrantedBy optional
}

/**
 * PayOut response
 */
transaction PayOut extends Response {
  o Double totalAmount
  o DateTime dueBy
}

/**
 * The template model
 */
asset IntellectualPropertyPaymentClause extends AccordClause {
  /* royalty */
  o String royaltyText
  o Double royaltyRate

  /* sub-licensing */
  o String sublicensingRoyaltyText
  o Double sublicensingRoyaltyRate

  /* payment */
  o Duration paymentPeriod
  o Duration paymentPeriodWithPermission
}

Model Dependencies

Template Logic

Find the full logic for this template on on GitHub.

State Types

Type Sample JSON
org.accordproject.cicero.contract.AccordContractState
{
    "$class": "org.accordproject.cicero.contract.AccordContractState",
    "stateId": "dccc96c0-c07a-11ea-ad77-8b5ce7c057ac"
}

Request Types

Type Sample JSON
org.accordproject.ippayment.PaymentRequest
{
    "$class": "org.accordproject.ippayment.PaymentRequest",
    "netSaleRevenue": 72.604,
    "sublicensingRevenue": 70.193,
    "permissionGrantedBy": "2020-07-07T18:54:11.115+01:00",
    "transactionId": "dccc6fb0-c07a-11ea-ad77-8b5ce7c057ac",
    "timestamp": "2020-07-07T18:54:11.115+01:00"
}

Response Types

Type Sample JSON
org.accordproject.ippayment.PayOut
{
    "$class": "org.accordproject.ippayment.PayOut",
    "totalAmount": 131.329,
    "dueBy": "2020-07-07T18:54:11.115+01:00",
    "transactionId": "dccc6fb1-c07a-11ea-ad77-8b5ce7c057ac",
    "timestamp": "2020-07-07T18:54:11.115+01:00"
}

Events Types

Type Sample JSON
org.accordproject.base.Event
{
    "abstract": "this is an abstract type"
}

Technical Integration

Please refer to the Cicero documentation for details and examples of how to integrate a call to a Cicero template into your application.

View the Latest code for this template on GitHub.