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Template ip-payment@0.2.0

Clause JavaScript ^0.5.0 e2682aecacc2369f2f5035efd90ca0fad6e598b6d95f9884ddbc95817fb22dec

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

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IP Payment Clause

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



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.


Model Dependencies

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 on GitHub.

Sample Instance

    "$class": "org.accordproject.ippayment.IntellectualPropertyPaymentClause",
    "clauseId": "20f8a957-aa8e-4214-b0d4-4b195924fcf3",
    "royaltyText": "four point five",
    "royaltyRate": 4.5,
    "sublicensingRoyaltyText": "five point two",
    "sublicensingRoyaltyRate": 5.2,
    "paymentPeriod": {
        "$class": "org.accordproject.time.Duration",
        "amount": 10,
        "unit": "days"
    "paymentPeriodWithPermission": {
        "$class": "org.accordproject.time.Duration",
        "amount": 7,
        "unit": "days"

State Types

Type Sample JSON
    "$class": "org.accordproject.cicero.contract.AccordContractState",
    "stateId": "9f6497f1-9675-11e8-bf69-ed4373bb37a3"

Request Types

Type Sample JSON
    "$class": "org.accordproject.ippayment.PaymentRequest",
    "netSaleRevenue": 228.394,
    "sublicensingRevenue": 2.792,
    "permissionGrantedBy": "2018-08-02T17:00:56.430Z",
    "transactionId": "9f6470e0-9675-11e8-bf69-ed4373bb37a3",
    "timestamp": "2018-08-02T17:00:56.430Z"

Response Types

Type Sample JSON
    "$class": "org.accordproject.ippayment.PayOut",
    "totalAmount": 214.415,
    "dueBy": "Ullamco esse.",
    "transactionId": "9f6497f0-9675-11e8-bf69-ed4373bb37a3",
    "timestamp": "2018-08-02T17:00:56.431Z"

Events Types

Type Sample JSON
    "abstract": "this is an abstract type"