Consulting Agreement with Sharing of Software Revenues

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CONSULTING AGREEMENT WITH SHARING OF SOFTWARE REVENUES

This Consulting Agreement (hereinafter, the “Agreement”) is made and entered into as of this {{date}} day of {{month}}, {{year}} (the “Effective Date”), by and between:

{{client_company_name}}, a company duly incorporated under the laws of {{client_jurisdiction}}, with its principal place of business at {{client_address}} (hereinafter referred to as the “Client”), and

{{consultant_company_name}}, a company duly incorporated under the laws of {{consultant_jurisdiction}}, with its principal place of business at {{consultant_address}} (hereinafter referred to as the “Consultant”).

Collectively, the Client and the Consultant may be referred to as the “Parties” and individually as a “Party.”

1. SCOPE OF SERVICES

1.1. The Client hereby engages the Consultant to provide consulting services as described in Schedule A attached hereto and incorporated herein by reference (the “Services”).

1.2. The Consultant agrees to perform the Services in a professional and workmanlike manner, in accordance with generally accepted industry standards.

1.3. The Consultant shall devote such time, attention, and skill as may be necessary to perform the Services effectively for the Client.

2. COMPENSATION

2.1. In consideration for the Services rendered by the Consultant, the Client shall pay the Consultant a fixed fee of {{fixed_fee_amount}} ({{fixed_fee_currency}}) as set out in Schedule B.

2.2. In addition to the fixed fee, the Client shall pay the Consultant a percentage of the net revenues generated from the software developed or improved as a direct result of the Services (the “Software Revenues”). The percentage shall be {{revenue_share_percentage}}% of the Net Software Revenues.

2.3. “Net Software Revenues” shall be defined as gross software revenues less any direct costs associated with the distribution, hosting, marketing, and support of the software, as mutually agreed upon by the Parties and detailed in Schedule C.

2.4. Payments for Software Revenues shall be made to the Consultant on a {{payment_frequency}} basis, within {{days_after_period}} days following the end of each {{payment_period}}. The Client shall provide the Consultant with a detailed statement of Software Revenues along with each payment.

3. TERM AND TERMINATION

3.1. This Agreement shall commence on the Effective Date and shall continue until the Services are completed, or until terminated earlier as provided herein (the “Term”).

3.2. Either Party may terminate this Agreement upon {{notice_period}} days written notice to the other Party in the event of a material breach of this Agreement by the other Party, provided such breach is not cured within the notice period.

3.3. Upon termination of this Agreement, the Client shall pay the Consultant for all Services rendered up to the date of termination and any accrued, unpaid Software Revenues.

4. INTELLECTUAL PROPERTY

4.1. All intellectual property, including but not limited to copyrights, patents, trademarks, and trade secrets, developed by the Consultant in the course of providing the Services (the “Work Product”), shall be the sole and exclusive property of the Client.

4.2. The Consultant agrees to execute any and all documents necessary to assign such intellectual property rights to the Client.

4.3. Notwithstanding the above, any pre-existing intellectual property of the Consultant used in the performance of the Services shall remain the property of the Consultant. The Consultant grants the Client a non-exclusive, royalty-free license to use such pre-existing intellectual property solely for the purpose of utilizing the Work Product.

5. CONFIDENTIALITY

5.1. Both Parties agree to maintain the confidentiality of all non-public information disclosed by one Party to the other, whether written or oral, that is designated as confidential or that, by the nature of the circumstances surrounding disclosure, ought to be treated as confidential (the “Confidential Information”).

5.2. Confidential Information shall not include information that is publicly available, independently developed, or rightfully obtained from a third party without restriction.

5.3. The obligations of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.

6. GOVERNING LAW AND DISPUTE RESOLUTION

6.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

6.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_body}}.

6.3. The place of arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

7. ENTIRE AGREEMENT

This Agreement, including all attached schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

8. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

FOR THE CLIENT:

_____________________________

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Date: {{client_signature_date}}

FOR THE CONSULTANT:

_____________________________

Name: {{consultant_signatory_name}}

Title: {{consultant_signatory_title}}

Date: {{consultant_signature_date}}