[{"data":1,"prerenderedAt":511},["ShallowReactive",2],{"document-consulting-agreement-with-sharing-of-software-revenues-D785":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":170,"customdescription":6,"mdFm":171,"mdProseHtml":510},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"CONSULTING AGREEMENT WITH SHARING OF SOFTWARE REVENUES This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CONSULTANT NAME] (the \"Consultant\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS WHEREAS, the Company is in the business of developing and marketing software and possesses the rights to develop, market, and otherwise exploit a computer program to be used by [DESCRIBE] for the purposes of [DESCRIBE] (the \"Product\"). WHEREAS, the Consultant specializes in the production of custom computer software packages in the [SPECIFY] industry. WHEREAS, the Company is desirous of engaging the Consultant, and the Consultant is willing to accept such engagement, to provide consulting and other services to the Company in connection with the development of the Product. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Employment The Company agrees to employ the Consultant, and the Consultant hereby agrees to accept such employment, upon the terms and conditions set forth in this Agreement. Term Subject to earlier termination as hereinafter provided, the term of the Consultant's employment hereunder (the \"Term\") shall commence on the date hereof, shall terminate on [DATE] and shall be automatically renewed from year to year thereafter unless either party gives at least [NUMBER] days prior written notice of termination. Duties During the Term the Consultant shall perform the development, maintenance, support and consulting services with regard to the Product as are specified on Schedule A attached hereto (the \"Services\") at times mutually agreed to by the Company and the Consultant. The Consultant shall at all times provide the services of the Project Manager (\"Project Manager\") who shall maintain direct management responsibility for the performance by the Consultant of the Services. The Consultant shall also provide such programmers and other Consultant Personnel (as hereinafter defined) as may be required to fulfill its obligations hereunder and as may be reasonably acceptable to the Company. The Consultant shall keep the Project Manager and other Consultant Personnel reasonably available to the Company during the Term and shall perform the Services in a timely, professional manner. Compensation For all Services rendered hereunder, the Company shall pay the Consultant a maximum consulting fee of [AMOUNT] during the Term payable weekly in arrears on the basis of [AMOUNT] per man-hour of Consultant Personnel time during the preceding week. The Consultant shall also be entitled to receive a [%] share of the Net Profits attributable to the Product (the \"Profit Share\"). Net Profits shall be defined as all revenues generated from the Product and actually received by the Company less sales commissions and expenses, consulting fees, costs of development, marketing and production of the Product, administrative expenses and other overhead charges attributable thereto, interest expense in connection with financing of the Product and provision for income taxes with relation to Product revenues. The Consultant shall maintain complete and accurate records of man-hours spent by the Consultant Personnel in connection with the performance of the Services and shall provide the Company with a statement at the end of each week detailing the Services rendered and the man-hours spent during the week then ended. The Profit Share shall be payable by the Company within [NUMBER] days after the end of each quarter during the Term on the basis of Net Profits attributable to the Product during the quarter then ended. Each payment of the Profit Share shall be accompanied by a statement outlining the manner in which such payment was calculated. The Consultant shall have the right, at its sole cost and expense, to cause an independent certified public accounting firm reasonably acceptable to the Company to examine the Company's books and records (but only to the extent relevant to inquiry under this Paragraph 4(d)) during business hours, but not more than once a year, in order to verify the accuracy of the Company's calculation of the Consultant's Profit Share. Such accounting firm shall not disclose to the Consultant any information other than the verification of the accuracy of the payments of the Profit Share hereunder. Proprietary Information The Consultant acknowledges that during its employment by the Company it will or may be given access to information, including, without limitation, source code, object code, algorithms, programs, computer routines, documentation, flow charts, diagrams, internal specifications, data, data bases, marketing plans and all work product developed or under development by the Consultant or the Company during the Term, which are confidential and proprietary to the Company (collectively, \"Proprietary Information\"). The Consultant agrees to use reasonable care to safeguard the Proprietary Information and to prevent the unauthorized use or disclosure thereof by it or any of the Consultant's Personnel. Non-Disclosure Either during or after the Term, the Consultant will not disclose to anyone outside of the Company nor use in other than the Company's business and on the Company's behalf, except with the prior written permission of the Company, any invention, trade secret, work of authorship, Proprietary Information or proprietary thing that relates in any manner to the Product or any of the Company's actual or anticipated business, research, development product, device or activity or that is received in confidence by or for the Company from any other person. The Consultant shall disclose or give access to Proprietary Information only to partners, principals, agents, contractors or employees of the Consultant (\"Consultant Personnel\") having a need-to-know in connection with the performance of the Services hereunder, and only for use in connection therewith, and only with the prior written consent of the Company. The Consultant will advise all Consultant Personnel having access to Proprietary Information of the confidential and proprietary nature thereof and shall require all Consultant Personnel to execute an agreement in the form of Schedule B attached hereto prior to gaining access to the Proprietary Information. The Consultant agrees promptly to furnish to the Company an original execution copy of each such agreement signed by all Consultant Personnel. Reproduction of Notices Any copies or reproductions of the Proprietary Information shall bear the patent, copyright, trademark or proprietary notices contained in the original. Return of Proprietary Information Upon termination of this Agreement, the Consultant shall return to the Company any and all Proprietary Information (including any copies or reproductions thereof) in its possession or control and shall cease using any of such Proprietary Information. Notice of Unauthorized Disclosure The Consultant shall promptly advise the Company in writing if it learns of any unauthorized use or disclosure of Proprietary Information by any current or former Consultant Personnel or any other third party. 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Terms of Agreement This agreement will begin [Date] and will end [Date]. Either party may cancel this agreement on [NUMBER] days notice to the other party in writing, by certified mail or personal delivery. Time Devoted by Consultant It is anticipated the consultant will spend approximately [hours] in fulfilling its obligations under this contract. The particular amount of time may vary from day to day or week to week. However, the consultant shall devote a minimum of [hours] per month to its duties in accordance with this agreement. Place Where Services Will Be Rendered The consultant will perform most services in accordance with this contract at a location of consultant's discretion","2",36,"https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement_short-D155.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#155.xml",{"title":6,"description":6},[93],{"label":94,"url":95},"Consultant & Contractors","consulting-contractor-business","consulting agreement","/template/consulting-agreement-D155",{"description":99,"descriptionCustom":6,"label":100,"pages":8,"size":101,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":106,"keywords":108,"url":109},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[107],{"label":94,"url":95},"independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":111,"descriptionCustom":6,"label":112,"pages":113,"size":114,"extension":10,"preview":115,"thumb":116,"svgFrame":117,"seoMetadata":118,"parents":120,"keywords":119,"url":126},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":119,"description":6},"software license agreement",[121,123],{"label":31,"url":122},"business-legal-agreements",{"label":124,"url":125},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":128,"descriptionCustom":6,"label":129,"pages":130,"size":131,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":136,"keywords":139,"url":140},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[137,138],{"label":31,"url":122},{"label":31,"url":122},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":142,"descriptionCustom":6,"label":143,"pages":130,"size":114,"extension":10,"preview":144,"thumb":145,"svgFrame":146,"seoMetadata":147,"parents":149,"keywords":148,"url":154},"REFERRAL AGREEMENT This Referral Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF REFERRER] (the \"Referrer\"), an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and the Referrer shall be referred to as the \"Parties.\" WHEREAS, the Company is engaged in the business of [SPECIFY THE BUSINESS] (the \"Services\"); and WHEREAS, the Referrer desires to refer potential clients (\"Referrals\") of the Services to the Company in exchange for a commission on any revenue generated by the Company as a result of such Introductions; NOW, THEREFORE, the Parties agree as follows: REFERRALS During the Term, the Referrer will make Introductions (as defined in Exhibit A) of the Company to potential clients for purposes of promoting the Services to such potential clients. The Referrer will use its professional judgment as to the appropriateness of a particular Introduction (recognizing that some Introductions may not be appropriate at a particular time or at any time). The Company will meet or conference and negotiate independently with a potential client after an Introduction with respect to a potential relationship and the terms applicable to such potential relationship. The Referrer may not object to any decisions made by the Company regarding the terms or conditions of a particular relationship entered into after an Introduction. Further, the Company will have sole discretion to enter into or not enter into an arrangement with a potential client. COMMISSION During the Term, the Company will pay the Referrer a commission (the \"Compensation\") on \"Collection Service Revenue\" generated because of Introductions by the Referrer in accordance with Exhibit A. The Compensation shall be considered complete consideration for all Referrals made during the Term. The Referrer shall be responsible for any and all income and other taxes applicable to it in connection with its receipt of Compensation pursuant hereto and as an independent contractor of the Company. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by the Company. TERM AND TERMINATION The Term (the \"Initial Term\") of this Agreement shall commence on the Effective Date and shall continue for a period of [NUMBER OF MONTHS] months. Prior to the end of the Initial Term and each \"Renewal Term\" (as hereafter defined), this Agreement will automatically extend for an additional [NUMBER OF MONTHS] month period (each, a \"Renewal Term\") unless either Party sends the other Party a notice of non-renewal at least [NUMBER OF DAYS] days prior to the expiration of the \"Term\" (as hereafter defined). The Initial Term and any Renewal Terms shall be collectively referred to herein as the \"Term.\" This Agreement may be terminated by either party upon [NUMBER OF DAYS] days' prior written notice. The following provisions shall survive the Termination Date: Representations and Warranties, Indemnification, Limitation of Liability, Confidentiality, Non-Competition and Non-Solicitation. INDEPENDENT CONTRACTOR RELATIONSHIP No Employment Relationship. The Company and the Referrer each expressly agree and understand that they are creating an independent contractor relationship, and that the Referrer shall not be considered an employee of the Company for any purpose. The Referrer is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the Company to its employees. The Referrer is exclusively responsible for all taxes and any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the Services hereunder. No Exclusivity of Services Other Than to Competitors. This Agreement shall not restrict the Referrer from performing Services for other clients or businesses, provided, however, that during the Term of this Agreement, the Referrer shall not apply, bid, or contract for, or undertake any employment, independent contractor work or consulting work with any competitor of the Company. The determination of which businesses constitute \"competitors\" of the Company shall be solely within the exclusive discretion of the Company. Performance of Services for Competitors. The Referrer will notify the Company immediately if, during the Term, he engages, or proposes to engage, in the performance of Services for any competitor of the Company, or any vendor to or customer of the Company. If the Referrer performs Services, whether as an employee or an independent contractor, for a competitor of the Company during the Term of this Agreement, the Company may terminate this Agreement immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest, during the Term, the Referrer must fully disclose in advance to the Company the terms of any proposed or actual Services for a vendor or customer of the Company, and the Company shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively, to terminate this Agreement immediately and without further obligation to the Referrer. REPRESENTATIONS AND WARRANTIES Each of the Referrer and the Company represents and warrants that: it has the right to enter into this Agreement and the right to grant the rights granted herein; it is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance of this Agreement; during the Term, it will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder; and it is not a party to any pending claims or litigation which might affect its performance of this Agreement. The Referrer shall provide the Referrer Services diligently and as per industry standards. The Referrer shall not provide misleading information about the Company or its Services to any third party. The Referrer shall for the Term of the Agreement work exclusively with the Company and not work with any other similar and competing company, whether paid or free, to provide the Services. The Referrer shall conduct itself in a professional manner while performing the Referrer Services for the Company. The Referrer hereby represents and warrants that, as of the date hereof and continuing throughout the Term of this Agreement, they are not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the Referrer Services contemplated hereunder. Except as specifically set forth in this Agreement, to the maximum extent permitted by law, each Party disclaims all warranties and representations, whether express, implied, or statutory, with respect to the marketing services provided to the other Party and other obligations undertaken hereunder, including without limitation, the implied warranties of merchantability, fitness for a particular purpose (even if the Referrer has been informed of such purpose), or warranties arising from a course of dealing, usage or trade practice","Referral Agreement","https://templates.business-in-a-box.com/imgs/1000px/referral-agreement-D13279.png","https://templates.business-in-a-box.com/imgs/250px/13279.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13279.xml",{"title":148,"description":6},"referral agreement",[150,151],{"label":31,"url":122},{"label":152,"url":153},"Partnership Agreements","partnership-agreement","/template/referral-agreement-D13279",{"description":156,"descriptionCustom":6,"label":157,"pages":158,"size":114,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":164,"keywords":163,"url":169},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":163,"description":6},"non disclosure agreement nda",[165,166],{"label":31,"url":122},{"label":167,"url":168},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":172,"reviewer":184,"quick_facts":188,"at_a_glance":191,"personas":195,"variants":220,"glossary":245,"clauses":282,"how_to_fill":332,"common_mistakes":373,"faqs":398,"industries":426,"comparisons":443,"diy_vs_lawyer":455,"jurisdictions":468,"related_template_ids_curated":489,"schema":497,"classification":498},{"meta_title":173,"meta_description":174,"primary_keyword":175,"secondary_keywords":176},"Consulting Agreement With Revenue Sharing Template (Free Word)","Free consulting agreement with software revenue sharing template. Covers scope, fees, revenue split, IP ownership, confidentiality, and termination. Free Word and PDF download.","consulting agreement with software revenue sharing",[177,178,179,180,181,182,183],"consulting agreement revenue sharing template","software revenue sharing agreement","consultant revenue share contract","consulting agreement template word","revenue sharing consulting contract","software royalty consulting agreement","consulting agreement with profit sharing",{"name":185,"credential":186,"reviewed_date":187},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":189,"legal_review_recommended":190,"signature_required":190},"advanced",true,{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"A Consulting Agreement With Sharing Of Software Revenues is a legally binding contract between a software company and an independent consultant that combines a traditional consulting engagement with a revenue-sharing arrangement tied to the software's commercial performance. This free Word download lets you define consulting scope, hourly or project fees, the revenue split formula, IP ownership, confidentiality obligations, and termination rights in a single enforceable document.\n","Use it when engaging a consultant whose contribution — technical architecture, sales expertise, or market development — is integral enough to the software's success that a percentage of future revenues is offered in lieu of or in addition to standard fees. It replaces informal handshakes on revenue splits before any software generates income.\n","Scope of consulting services, compensation structure (fees plus revenue share percentage), calculation and payment mechanics for the revenue share, IP ownership and license grants, confidentiality, non-solicitation, representations and warranties, term and termination, and governing law.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Software startup founders","Compensating a senior technical consultant partly through future revenue instead of upfront cash","persona-startup-founder",{"title":201,"use_case":202,"icon_asset_id":203},"Independent software consultants","Formalizing a revenue-sharing arrangement with a client whose product they are helping build","persona-freelancer",{"title":205,"use_case":206,"icon_asset_id":207},"SaaS companies","Engaging a go-to-market or channel development consultant on a rev-share plus retainer model","persona-ceo",{"title":209,"use_case":210,"icon_asset_id":211},"Product managers","Structuring a deal with an outside advisor who will share in licensing revenue they help generate","persona-operations-director",{"title":213,"use_case":214,"icon_asset_id":215},"Venture-backed development teams","Contracting specialized consultants while preserving cash runway through performance-based compensation","persona-small-business-owner",{"title":217,"use_case":218,"icon_asset_id":219},"Legal and business development professionals","Reviewing or drafting revenue-share consulting deals on behalf of technology clients","persona-hr-manager",[221,225,228,232,235,238,241],{"situation":222,"recommended_template":223,"slug":224},"Engaging a consultant with no revenue share — fees only","Consulting Agreement","consulting-agreement-D155",{"situation":226,"recommended_template":100,"slug":227},"Hiring an independent contractor for a defined project","independent-contractor-agreement-D160",{"situation":229,"recommended_template":230,"slug":231},"Sharing software revenues with a co-founder or equity partner","Co-Founder Agreement","co-founder-agreement-D13317",{"situation":233,"recommended_template":112,"slug":234},"Licensing software to a third party for a royalty fee","software-license-agreement-D12928",{"situation":236,"recommended_template":143,"slug":237},"Paying a referral fee on software sales rather than ongoing revenue share","referral-agreement-D13279",{"situation":239,"recommended_template":129,"slug":240},"Formalizing a joint venture to develop and commercialize software","joint-venture-agreement-D889",{"situation":242,"recommended_template":243,"slug":244},"Consultant contributes IP and receives equity instead of revenue share","Equity Compensation Agreement","stock-compensation-agreement-D14066",[246,249,252,255,258,261,264,267,270,273,276,279],{"term":247,"definition":248},"Revenue Share","A contractually specified percentage of defined software revenues paid to the consultant as part of their total compensation.",{"term":250,"definition":251},"Net Revenue","Gross software revenues minus specifically defined deductions such as refunds, chargebacks, payment processing fees, and applicable taxes.",{"term":253,"definition":254},"Gross Revenue","The total amount received from software sales or licenses before any deductions — often the base used when the parties agree to a simpler calculation.",{"term":256,"definition":257},"Consulting Retainer","A fixed monthly or project-based fee paid to the consultant independent of software revenue performance.",{"term":259,"definition":260},"IP Assignment","A clause transferring ownership of work product, code, and inventions created by the consultant during the engagement to the hiring company.",{"term":262,"definition":263},"Background IP","Intellectual property owned by the consultant prior to or independently of the engagement, which is typically licensed — not assigned — to the company.",{"term":265,"definition":266},"Revenue Share Period","The defined duration during which the consultant is entitled to receive a percentage of software revenues — often tied to a number of months, product versions, or a cumulative revenue cap.",{"term":268,"definition":269},"Clawback","A provision requiring the consultant to repay previously distributed revenue-share amounts if a triggering event occurs, such as a customer refund or early contract termination.",{"term":271,"definition":272},"Work Product","All deliverables, code, documentation, designs, and other materials produced by the consultant in connection with the engagement.",{"term":274,"definition":275},"Milestone Payment","A fee installment triggered when the consultant completes a defined deliverable or the software reaches a specified development or commercial stage.",{"term":277,"definition":278},"Non-Solicitation","A restriction preventing either party from poaching the other's employees, clients, or contractors during and for a defined period after the engagement.",{"term":280,"definition":281},"Indemnification","A contractual obligation by one party to cover the other's losses, legal fees, or damages arising from a specified breach or third-party claim.",[283,288,293,298,303,308,313,318,322,327],{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Parties, Recitals, and Effective Date","Identifies the company and consultant as legal entities, states the purpose of the engagement, and records the date the agreement becomes binding.","This Consulting Agreement is entered into as of [EFFECTIVE DATE] between [COMPANY LEGAL NAME], a [STATE] [ENTITY TYPE] ('Company'), and [CONSULTANT FULL NAME / ENTITY NAME] ('Consultant'). Company desires to engage Consultant to provide [DESCRIPTION OF SERVICES] in connection with the development and commercialization of [SOFTWARE PRODUCT NAME] ('Software').","Using a trade name instead of the registered legal entity name. Enforcement of IP assignment and revenue-share obligations becomes ambiguous if the contracting entity cannot be clearly identified.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Scope of Consulting Services","Defines precisely what the consultant will do — technical deliverables, advisory functions, sales activities — and excludes everything else.","Consultant shall provide the following services ('Services'): [DETAILED DESCRIPTION]. Services do not include [EXCLUDED ACTIVITIES]. Any material change to the scope requires a written amendment signed by both parties.","Defining scope so broadly that any business activity of the consultant could be claimed as work product owned by the company — creating IP disputes long after the engagement ends.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Compensation: Consulting Fees","Sets the base consulting fee — hourly rate, project fee, or monthly retainer — payment schedule, and expense reimbursement policy.","Company shall pay Consultant a [monthly retainer / hourly rate] of $[AMOUNT], payable on the [DAY] of each [month / upon milestone completion]. Expenses pre-approved in writing shall be reimbursed within [30] days of submission with receipts.","Omitting an expense pre-approval threshold. Without one, the consultant can incur substantial costs the company is obligated to reimburse regardless of budget.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Revenue Share: Calculation and Payment","Defines the exact percentage of software revenues owed to the consultant, the revenue base (gross or net), deductions permitted, payment frequency, and reporting obligations.","Company shall pay Consultant [X]% of Net Software Revenues, defined as gross revenues from [PRODUCT / LICENSE TYPE] less [REFUNDS, PAYMENT PROCESSING FEES, APPLICABLE TAXES]. Revenue share payments shall be made [monthly / quarterly] within [30] days of period close, accompanied by a revenue statement.","Failing to define 'net revenue' with an explicit, closed list of permitted deductions. Companies may otherwise deduct overhead, salaries, or marketing costs — eroding the consultant's share to near zero.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Revenue Share Period and Cap","Specifies how long the revenue share obligation lasts — by calendar duration, total cumulative payout, or number of product versions — and any cap on total amounts payable.","The revenue share obligation shall continue for [X] months from [FIRST COMMERCIAL SALE DATE / EFFECTIVE DATE] or until Consultant has received a cumulative total of $[CAP AMOUNT] in revenue share payments, whichever occurs first.","No defined end date or cap on the revenue share. An open-ended obligation can survive product pivots, acquisitions, and management changes — creating unexpected long-term liability for the company.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Intellectual Property Ownership","Assigns all work product and new IP created under the engagement to the company, while carving out the consultant's background IP with a limited license grant to the company.","All Work Product created by Consultant in connection with the Services is the sole property of Company and is hereby assigned to Company. Consultant retains ownership of Background IP and grants Company a non-exclusive, royalty-free license to use Background IP solely as incorporated in the Software.","No background IP carve-out. Without it, consultants may be forced to assign pre-existing tools, frameworks, or libraries they use with other clients — making the clause overreaching and practically unworkable.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Confidentiality","Prohibits both parties from disclosing or using each other's confidential information — source code, roadmaps, revenue data, client lists — during and after the engagement.","Each party ('Receiving Party') shall keep confidential all non-public information of the other party ('Disclosing Party') and shall not use it for any purpose other than performing obligations under this Agreement. Obligations survive termination for [3] years.","A one-way confidentiality clause that only protects the company. Revenue data and client identities shared with the consultant are sensitive; consultants also disclose methodologies and pricing that warrant protection.",{"name":277,"plain_english":319,"sample_language":320,"common_mistake":321},"Restricts each party from recruiting or soliciting the other's employees, contractors, and clients during the engagement and for a defined post-termination period.","For the duration of this Agreement and [12] months thereafter, neither party shall directly or indirectly solicit or hire any employee, contractor, or client of the other party without prior written consent.","Applying non-solicitation to clients with whom the consultant had no contact during the engagement. Courts may void an overbroad clause, eliminating even the reasonable restrictions.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Term, Termination, and Effect on Revenue Share","States the contract duration, termination rights for cause and convenience, notice period, and what happens to accrued and future revenue share upon termination.","This Agreement commences on [EFFECTIVE DATE] and continues for [X] months unless terminated earlier. Either party may terminate for convenience with [30] days' written notice. Accrued revenue share through the termination date survives. [OPTION: Post-termination revenue share continues / terminates] upon [cause / convenience] termination.","Not specifying whether the revenue share survives termination. If silent, courts in some jurisdictions may treat accrued rights as vested — leaving the company paying revenue share on a product long after the consultant stopped contributing.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Governing Law, Dispute Resolution, and Entire Agreement","Specifies the jurisdiction whose laws govern the contract, the dispute resolution mechanism (arbitration or litigation), and confirms the document supersedes all prior discussions.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Disputes shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY], except claims for injunctive relief. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, negotiations, and understandings.","Selecting a governing jurisdiction with no connection to either party's location. Some jurisdictions — particularly California — apply local law regardless of what the contract specifies, making a remote governing-law choice ineffective.",[333,338,343,348,353,358,363,368],{"step":334,"title":335,"description":336,"tip":337},1,"Identify both parties using their full legal names","Enter the company's registered legal entity name and the consultant's full legal name or registered business name. Include entity type (LLC, corporation, sole proprietor) and state or province of formation.","Cross-check the company name against the corporate registry filing. A mismatch between the contract name and the legal entity creates enforcement gaps for IP assignment.",{"step":339,"title":340,"description":341,"tip":342},2,"Define the scope of consulting services precisely","List specific deliverables, activities, and responsibilities in Schedule A rather than embedding them in the body. Include what is explicitly excluded to prevent scope creep and IP overreach.","Attach a separate Statement of Work as Schedule A — updating scope over time is easier when it lives outside the main agreement body.",{"step":344,"title":345,"description":346,"tip":347},3,"Set the consulting fee structure and payment schedule","Choose between an hourly rate, project fee, or monthly retainer. State the payment date, invoice requirements, and an expense pre-approval threshold (e.g., expenses over $250 require written approval).","If paying both a retainer and a revenue share, clarify explicitly that the retainer is not an advance against revenue share — otherwise the consultant may expect an offset.",{"step":349,"title":350,"description":351,"tip":352},4,"Define the revenue share percentage and the revenue base","State the exact percentage and define 'Net Software Revenues' with a closed list of permitted deductions. Specify which products, licenses, or revenue streams are included and which are excluded.","Attach a sample revenue statement as an exhibit so both parties agree on the reporting format before the first payment is due — this prevents calculation disputes.",{"step":354,"title":355,"description":356,"tip":357},5,"Set the revenue share period and any cumulative cap","Choose a fixed duration (e.g., 24 months from first commercial sale), a cumulative dollar cap, or both. Specify the start event — effective date, product launch, or first paid customer.","A cumulative cap protects the company if the software unexpectedly becomes a large commercial success; a floor (minimum payment before the share kicks in) protects the consultant.",{"step":359,"title":360,"description":361,"tip":362},6,"Complete the IP ownership and background IP sections","Confirm that all work product created under the engagement is assigned to the company. List any tools, libraries, or pre-existing materials the consultant will use that remain their property, and grant the company a license to use them.","Have the consultant disclose all background IP in writing before signing — an undisclosed background IP claim can invalidate the assignment after the product ships.",{"step":364,"title":365,"description":366,"tip":367},7,"Set termination terms and revenue share survival","Choose notice period lengths (30 days is standard for convenience termination) and explicitly state whether the revenue share continues, terminates, or is capped at a final payment upon termination for cause versus convenience.","Include a wind-down period — even 30 days — during which the consultant completes in-progress deliverables rather than stopping immediately on notice.",{"step":369,"title":370,"description":371,"tip":372},8,"Sign before any work begins","Both parties must execute the agreement before the consultant performs any services or shares any confidential information. Post-commencement signatures raise fresh-consideration problems for IP assignment and confidentiality in common-law jurisdictions.","Use a timestamped eSignature tool and store the fully executed copy with both parties immediately — revenue share disputes years later often hinge on what was signed and when.",[374,378,382,386,390,394],{"mistake":375,"why_it_matters":376,"fix":377},"Leaving 'net revenue' undefined or open-ended","Without a closed list of deductions, companies may subtract overhead, marketing costs, or platform fees that were never negotiated — reducing the consultant's actual share dramatically.","Define 'Net Software Revenues' with an explicit, exhaustive list of permitted deductions and attach a sample calculation as an exhibit.",{"mistake":379,"why_it_matters":380,"fix":381},"No cap or end date on the revenue share obligation","An open-ended revenue share survives product pivots, acquisitions, and management changes, creating long-term financial liability the company cannot accurately value or extinguish.","Set a specific end date, cumulative dollar cap, or both, and state that the obligation terminates upon acquisition unless explicitly assumed by the buyer.",{"mistake":383,"why_it_matters":384,"fix":385},"Omitting a background IP carve-out","A blanket work-product assignment clause can inadvertently capture tools, frameworks, and methods the consultant uses across all client engagements — making the clause overreaching and practically unenforceable.","Add a background IP schedule where the consultant lists all pre-existing IP they will use, explicitly retaining ownership while granting the company a limited license.",{"mistake":387,"why_it_matters":388,"fix":389},"Signing the agreement after work has already begun","In common-law jurisdictions, a consultant who has already started work has given nothing new in exchange for restrictive covenants — IP assignment and confidentiality obligations may be unenforceable without fresh consideration.","Execute the agreement before any services are performed or confidential information is disclosed. If circumstances require a later signature, provide documented additional compensation as consideration.",{"mistake":391,"why_it_matters":392,"fix":393},"Not specifying which revenue streams are included in the share","If the software is sold, licensed, white-labeled, and offered as SaaS, each stream may have different economics. Ambiguity leads to disputes about whether all, some, or none of these trigger the share.","List every included revenue type (e.g., SaaS subscriptions, perpetual licenses, white-label fees) and every excluded type (e.g., professional services, training, hardware) in the revenue share definition.",{"mistake":395,"why_it_matters":396,"fix":397},"Treating the consultant as an employee without the legal protections","Exercising excessive control over how the consultant performs work can trigger employee misclassification findings — resulting in back payroll taxes, benefits liability, and penalties regardless of what the contract says.","Draft the scope clause to define outcomes and deliverables, not methods and hours. Avoid setting fixed work schedules or requiring exclusive availability.",[399,402,405,408,411,414,417,420,423],{"question":400,"answer":401},"What is a consulting agreement with software revenue sharing?","A consulting agreement with software revenue sharing is a legally binding contract that combines a standard consulting engagement with a provision entitling the consultant to a percentage of the software's commercial revenues. It defines the consulting scope, fees, the revenue share formula, IP ownership, and termination rights in a single document. Companies use it to attract senior consultants when upfront cash is limited, offering future upside instead of — or in addition to — standard fees.\n",{"question":403,"answer":404},"How is the revenue share percentage typically determined?","The percentage is negotiated based on the consultant's contribution relative to total development cost, the risk they are taking by accepting deferred compensation, and the expected revenue trajectory. Typical ranges run from 2% to 15% of net revenues for consultants who contribute meaningfully to product development or go-to-market. Percentages above 20% are uncommon unless the consultant is effectively a co-founder contributing without salary.\n",{"question":406,"answer":407},"Should the revenue share be based on gross or net revenues?","Net revenue — gross revenue minus a defined list of deductions such as refunds, chargebacks, and payment processing fees — is the more common and fairer base. Gross revenue is simpler to calculate but can overstate the economic benefit to the company. Whichever base you choose, define it precisely with a closed list of deductions; leaving it open invites disputes about what costs can be subtracted.\n",{"question":409,"answer":410},"Who owns the intellectual property created under this agreement?","Under a standard consulting agreement with revenue sharing, all work product created during the engagement is assigned to the company. The consultant typically retains ownership of background IP — tools, frameworks, and methods developed independently — and grants the company a license to use that IP as incorporated in the software. Without a clear IP clause, ownership defaults to the creator under copyright law in most jurisdictions.\n",{"question":412,"answer":413},"What happens to the revenue share if the company is acquired?","The contract should explicitly address this. If silent, accrued revenue share obligations may transfer to the acquirer as a liability, and future obligations may survive under successor-in-interest principles in most jurisdictions. Common approaches include a lump-sum buyout of the revenue share right at acquisition, a cap triggered by a change-of-control event, or an explicit clause stating the revenue share terminates upon acquisition.\n",{"question":415,"answer":416},"Is a consulting agreement with revenue sharing different from an employment contract?","Yes. A consulting agreement engages an independent contractor — the consultant pays their own taxes, receives no benefits, and retains control over how they perform the work. An employment contract creates an employer-employee relationship with payroll tax obligations, statutory benefits, and termination protections. Offering revenue share does not change the classification; what matters legally is the degree of control the company exercises over the consultant's methods and schedule.\n",{"question":418,"answer":419},"Can the revenue share be capped?","Yes, and for most companies it should be. A cumulative cap — for example, a maximum total payout of $[AMOUNT] — gives the company a defined maximum liability it can account for and value. A time-based cap (e.g., 24 months from first sale) is also common. Many agreements combine both: the share ends when the cap is reached or the period expires, whichever comes first.\n",{"question":421,"answer":422},"Does this agreement need to be reviewed by a lawyer?","For straightforward domestic engagements with a clear scope and a simple revenue-share formula, a high-quality template is a strong starting point. Legal review is strongly recommended when the revenue share obligation is material in dollar value, the consultant is contributing significant IP, either party operates in multiple jurisdictions, or the software has acquisition potential. A 1–2 hour review typically costs $300–$600 and can prevent disputes worth multiples of that cost.\n",{"question":424,"answer":425},"What notice period is standard for terminating this type of agreement?","Thirty days written notice for convenience termination is the most common standard for consulting agreements. Cause-based termination — misconduct, material breach, or IP misappropriation — typically allows immediate termination with written notice of the specific cause. The agreement should state explicitly whether accrued revenue share survives each type of termination and, if so, for how long.\n",[427,431,435,439],{"industry":428,"icon_asset_id":429,"specifics":430},"SaaS / Technology","industry-saas","Revenue share tied to MRR or ARR with a defined subscription base; IP assignment covers all software code, algorithms, and training data created under the engagement.",{"industry":432,"icon_asset_id":433,"specifics":434},"Fintech","industry-fintech","Revenue share calculations must account for payment processing fee deductions and chargeback reserves; regulatory compliance obligations on the consultant may be included as representations.",{"industry":436,"icon_asset_id":437,"specifics":438},"Healthcare / MedTech","industry-healthtech","HIPAA confidentiality obligations incorporated by reference; revenue share scope must distinguish between software licensing revenue and separate professional services or implementation fees.",{"industry":440,"icon_asset_id":441,"specifics":442},"Professional Services","industry-professional-services","Consultants in law, accounting, or management advisory roles may contribute sales relationships rather than technical IP — the revenue share is tied to closed deals they originate rather than software they help build.",[444,447,449,452],{"vs":445,"vs_template_id":224,"summary":446},"Standard Consulting Agreement","A standard consulting agreement compensates the consultant with fees only — hourly, project-based, or retainer. There is no revenue participation, no IP assignment complexity related to future commercial success, and no need to define revenue bases or share periods. Use a standard consulting agreement when the consultant's role is advisory or time-limited and commercial upside sharing is not part of the deal.",{"vs":100,"vs_template_id":227,"summary":448},"An independent contractor agreement covers project-based or ongoing work for a fixed fee with no revenue-sharing component. It is simpler, shorter, and appropriate when the contractor is delivering defined outputs rather than contributing to a product's commercial trajectory. The consulting agreement with revenue sharing adds a second compensation layer and significantly more complexity around IP, revenue definitions, and termination.",{"vs":112,"vs_template_id":450,"summary":451},"software-license-agreement-D13239","A software license agreement grants a third party the right to use software in exchange for a royalty or license fee paid to the owner. The consulting agreement with revenue sharing runs in the opposite direction — the consultant receives a share of revenues generated by software they helped create. These are complementary documents, not substitutes; a company may need both when the consultant's background IP is licensed into the product.",{"vs":129,"vs_template_id":453,"summary":454},"joint-venture-agreement-D168","A joint venture agreement creates a separate legal entity or formal co-ownership structure for a shared commercial project, with both parties contributing capital, IP, or labor in exchange for equity-like participation. A consulting agreement with revenue sharing is simpler — the consultant remains an independent party with no equity or governance rights, just a contractual claim on defined revenues. Use a joint venture when the parties want shared control and equity upside; use this agreement when the company retains full ownership and the consultant receives only a revenue percentage.",{"use_template":456,"template_plus_review":460,"custom_drafted":464},{"best_for":457,"cost":458,"time":459},"Early-stage software companies engaging a single consultant with a straightforward revenue-share formula in a single domestic jurisdiction","Free","30–45 minutes",{"best_for":461,"cost":462,"time":463},"Revenue share obligations above $50K expected value, consultants contributing significant proprietary IP, or engagements spanning multiple states or provinces","$300–$700","2–4 days",{"best_for":465,"cost":466,"time":467},"Complex multi-party arrangements, acquisition-sensitive IP, cross-border engagements with EU or UK counsel required, or material revenue-share obligations that will appear on a cap table or in due diligence","$1,500–$5,000+","1–3 weeks",[469,474,479,484],{"code":470,"flag_asset_id":471,"name":472,"note":473},"us","flag-us","United States","IP assignment clauses are generally enforceable but California Labor Code §2870 limits assignment of inventions developed entirely on the consultant's own time using their own resources. Non-compete clauses are unenforceable in California, Minnesota, and Oklahoma — remove or limit them for consultants working in those states. Revenue share arrangements are treated as ordinary income to the consultant and must be reported on a 1099 form for payments over $600 per year.",{"code":475,"flag_asset_id":476,"name":477,"note":478},"ca","flag-ca","Canada","Independent contractor status is determined by a multi-factor test in Canada; revenue-share arrangements can complicate classification by implying an ongoing economic relationship resembling employment. IP assignment is generally enforceable but Quebec civil law applies distinct rules for consultants performing work in the province. Revenue share payments must be included in the consultant's income and are subject to GST/HST registration requirements if the consultant exceeds the $30,000 annual threshold.",{"code":480,"flag_asset_id":481,"name":482,"note":483},"uk","flag-uk","United Kingdom","Under UK copyright law, a consultant — not the commissioning company — owns IP created independently unless the contract explicitly assigns it; this makes a written IP assignment clause essential, not optional. IR35 rules apply if the engagement resembles disguised employment, which a revenue-share model may exacerbate; HMRC may reclassify the consultant as an employee. Post-termination non-solicitation clauses are enforceable if reasonable in scope and duration.",{"code":485,"flag_asset_id":486,"name":487,"note":488},"eu","flag-eu","European Union","GDPR obligations apply if the consultant accesses personal data of EU data subjects during the engagement — a data processing addendum should be attached. IP assignment enforceability varies by member state; Germany and France have specific rules around moral rights and creator protections that can limit the scope of an assignment. Revenue-share income may trigger VAT registration obligations in the consultant's home member state above applicable thresholds.",[224,227,234,240,237,490,491,492,493,494,495,496],"non-disclosure-agreement-nda-D12692","intellectual-property-assignment-D5229","service-agreement-D12711","employment-agreement-executive-D543","partnership-agreement-D12551","revenue-sharing-agreement-D13477","memorandum-of-understanding-D12548",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":122,"secondary_folder":499,"document_type":500,"industry":501,"business_stage":502,"tags":503,"confidence":509},"services-and-consulting","agreement","software-and-technology","all-stages",[504,505,506,507,508],"contract","intellectual-property","consulting-agreement","revenue-sharing","software",0.92,"\u003Ch2>What is a Consulting Agreement With Sharing Of Software Revenues?\u003C/h2>\n\u003Cp>A \u003Cstrong>Consulting Agreement With Sharing Of Software Revenues\u003C/strong> is a legally binding contract that combines two distinct commercial arrangements into a single enforceable document: a consulting engagement defining the scope, deliverables, and fees for professional services, and a revenue-sharing provision entitling the consultant to a defined percentage of the software's commercial income. It governs the entire relationship — from the first day of work through the final revenue-share payment — specifying IP ownership, confidentiality obligations, the revenue calculation methodology, and what happens to each party's rights upon termination. Companies use it when a consultant's contribution is integral enough to the software's success that future commercial upside is offered as part of their compensation, either in lieu of full market-rate fees or as an incentive layer on top of them.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written agreement that explicitly defines both the consulting terms and the revenue-share mechanics, two problems materialize quickly. First, IP ownership defaults to the creator under copyright law in most jurisdictions — meaning code and work product the consultant produces may legally belong to them, not the company, until a written assignment exists. Second, an informal verbal revenue-share arrangement is nearly impossible to enforce: disputes about what revenues are included, what deductions are permitted, and how long the obligation lasts are decided by whichever party has more leverage at the time, not by a clearly negotiated formula. A signed, dated agreement — executed before any work begins — resolves both problems simultaneously, gives investors and acquirers a clean IP chain of title to examine in due diligence, and gives the consultant a documented, enforceable economic right rather than a promise. This template provides the structure to get both sides protected in under an hour.\u003C/p>\n",1781186034044]