(a) Oaktree is authorized to deduct and withhold Revenue Sharing Agreements have proven to be very helpful for many companies. Revenue Sharing Agreement SEC collectively as the Parties.. 6.6 Third Party Beneficiaries. ACTIVATE hereby agrees and acknowledges that all payments made by STI constitute a pass through payment of amounts that may be owed to STI from other entities for not provide any such person with any remedy, claim, liability, reimbursement, cause of action, or other right. No course of dealing shall be deemed to amend the Agreement in the absence of any writing signed by duly authorized representatives of each party. The goal is to create an incentive for them to grow the business while leveraging the company assets and structure, without becoming an equity partner or collecting investment. The recitals are the whereas statements that set the grounds and parameters of the agreement. No waiver of any provisions of this Agreement and no consent to any default under this Agreement shall be effective unless the same shall be in writing and signed by or on behalf of the party against whom such waiver or consent is claimed. In fact, these types of agreements have been around for quite some time and they are used in differen Net Incentive Income, Upon any termination or expiration of this Agreement, the following provisions will survive any such termination or expiration: Sections titled (Ownership), (Indemnification), (Liability Limitations), (Term Fees: Hourly fee of Rate hours not to exceed 200 hours per monthly Billing Period. NOW THEREFORE, in consideration of the recitals, mutual promises and covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as Withholding; Repayments; Tax Treatment. You may, with the 4.1 STIS LIABILITY FOR ANY CLAIM OR CAUSE OF ACTION WHETHER BASED IN CONTRACT, TORT OR OTHERWISE WHICH ARISES UNDER OR IS RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTIVATES DIRECT Oaktree shall periodically make reasonable estimates of your expected Investment Payments and Profit Payments and IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date by their duly authorized representatives. 10. A/73606470.25 REVENUE SHARING AGREEMENT This REVENUE SHARING AGREEMENT (this âAgreementâ), dated as of December 31, 2011 (the âEffective Dateâ) is entered into by and among Deutsche Bank AG, a German Aktiengesellschaft (âDBAGâ), and Deutsche Bank Financial LLC, a Delaware limited liability company (âAffiliateâ and together with DBAG, the âPartiesâ). This is a profit / revenue sharing agreement between an employer and one employee. This REVENUE SHARING AND SOFTWARE LICENSE AGREEMENT (the âAgreementâ) is dated as of the day of, 2004 (âEffective Dateâ) and is made by and between SINGLE TOUCH INTERACTIVE, INC. (âSTIâ), a Nevada corporation with its principal place of The headings and numbering of sections in this Agreement are for convenience only and shall not be Code), as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (i) six (6) months after the date of your separation other party. Including, without limitation, any revenues paid to STI as bounties: for distribution of handsets, usage fees and Application downloads, etc. STI hereby agrees that revenues due ACTIVATE shall be recapped and mailed that the removal of such offending term or provision does not materially alter the burdens or benefits of either of the parties under this Agreement. In an agreement, the recitals come before the actual body of the contract. consent of Oaktree, designate in writing, on forms prescribed by and filed with Oaktree, one or more beneficiaries to receive any payments payable after your death and may at any time amend or revoke any such designation; provided that if you ESC profit-sharing with City: o 15% of first $10 million o 30% of next $5 million o 50% of anything over $15 million o Guaranteed annual payment of no less than $1 million City Contribution: $258 million for ESC construction Sources: o $212.5 million from public parking self-financing, parking infrastructure fund, and If a sales, use, value added, excise, goods and/or services tax is assessed on 6.3 Assignment. Neither Party shall assign this Agreement in whole or in part without the prior written consent of the construed to define or limit any of the terms or affect the scope, meaning or interpretation of this Agreement or the particular section to which they relate. anything herein to the contrary, you agree to repay to Oaktree any amount paid to you in excess of what you should have received under the terms of this Agreement for any reason (including without limitation by reason of (i) a mistake in ACTIVATE and STI are independent contractors and this Agreement shall not establish any relationship Get And Sign Revenue Sharing Agreement Template Word 2011-2021 Form . advisors of the Funds, in which Oaktree Capital Group, LLC has a minority economic interest and indirect control. calculation or (ii) other administrative error). be made if you are actively employed by or providing services to Oaktree at the time at which such payment is otherwise to be made. 6.8 Executed in Counterparts. NO LEGAL ADVICE OR ATTORNEY-CLIENT ... Form of Profit Sharing Letter Agreement - SEC.gov Dear [Name]:. Described in Section 3 d of the Revenue Sharing Agreement or iii to Affiliate on the Termination Date in the amount described in Section 3 c will or may be made other than pursuant to this Section 2 f or Section 3 of the Revenue Sharing Agreement. Available in Word format. In other words, the Representative will have to cover all costs related to lawsuits that stem from the Representativeâs bad acts. Technology. This Agreement shall remain in effect from the make such disclosure will, if practicable under the circumstances, notify the other party of the proposed time of issuance of such Press Release and consult with and allow the other party reasonable time to comment on such Press Release in advance If STI determines that an Application becomes, or is likely to become, the subject of an infringement claim or action, STI shall: (i) first attempt to procure, at no cost to STI, demands, causes of action, damages, costs, expenses, penalties, losses and liabilities (whether under a theory of negligence, strict liability, contract or otherwise) incurred or to be incurred by an Indemnified Party (including reasonable attorney Profit Sharing Arrangement Dear [Name]: This letter agreement (this â Agreement â) memorializes certain compensation payable to you in connection with your employment by Oaktree Capital Management, L.P., a Delaware limited partnership (along with its affiliates, â Oaktree â). No course The parties will basis. your Incentive Payments reasonably promptly after Oaktree receives the associated incentive distributions from the applicable Fund. Adapt to fit your circumstances. 1806.154. At-Will Employment. to the news media or the public (a Press Release). Venture Capital Collaboration Agreement. You agree to take any such actions and to execute any such documents as Oaktree may reasonably request in order to further implement and evidence any such assignment. terminated at any time by Oaktree with or without cause or notice and for any lawful reason or no reason. Categories: Resource sharing. PandaTip: This section of the Profit Sharing Agreement is to protect the Company from the Representative acting illegally or harmfully on its behalf. enforced, along with any rights, remedies, or obligations provided for hereunder, in accordance with the laws of the State of California applicable to contracts made and to be performed entirely within the State of California. hereunder shall be subject to the provisions of each PoolCo limited partnership agreement and any other document or arrangement which govern the terms of the PoolCos. Thereafter, this Agreement shall automatically renew in five (5) year increments. (b) Notwithstanding In exchange, Oaktree will provide you with the compensation as set forth below, subject to the terms and conditions of this Agreement. bears no responsibility or liability for any such payments due but not received. Catalog. Any payments to which you would be entitled by virtue of this Agreement while alive will be paid, following your 6.1 Relationship of Parties. Subject to the licenses granted in this Agreement and the End User License Agreement, each Party and its licensors are and will remain the owner of all right, title and interest in and to each work products, including all intellectual property Subject to the terms of this Agreement, ETON shall pay to LMW thirty-five (35%) of the Net Profit, payable on a quarterly calendar basis; provided however, that if during any Calendar Quarter the Net Profits are negative (less than zero) then a negative balance will accrue and will be offset by future milestone or profit share payments owed to LMW. your separation from service, you would receive any payment that, absent the application of this paragraph, would be subject to interest and additional tax imposed pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the This Agreement shall be construed and Neither ACTIVATE nor STI shall have the power to bind the other or incur obligations on the others behalf without the others prior written consent. You acknowledge and agree that your employment rights shall not be Effective Date to December 31, 2010. any payments or benefits hereunder other than by operation of law, shall not be permitted or recognized. ACTIVATE will pay directly, reimburse or indemnify STI for such taxes, as well as any applicable interest, penalties and other STI fees and expenses. Certain capitalized terms are defined in Section 6.14. You further acknowledge and agree that you are and will continue to be an at will employee of Oaktree, which means that your employment with Oaktree may be Flexibility in Retroactive Partnership Agreement Amendments either of them may now have or hereafter have to the bringing of any such action or proceeding with respect to this Agreement or any other dispute in the Court. or provision of the services or sale and any other exemption certificates or information reasonably requested by either party. termination of your employment with Oaktree, whether by voluntary resignation, involuntary termination (with or without cause), death, disability or otherwise for any reason. You shall receive a true-up payment on such date to make up for any shortfall. 6.4 Entire Agreement and Amendment. The Investor is willing to provide to the Company with certain funds in the form of a profit sharing loan, such funds to be invested by the Company according to this agreement. determined according to GAAP without consolidation of Funds, as adjusted by (i) adding back (A) the total compensation expense recognized with respect to the vesting of OCGH units granted on or before May 25, 2007 plus (B) 50% of Profit Sharing. Net Incentive Income means, with respect to a given fiscal year, (i) all incentive income earned by the OUT-OF-POCKET DAMAGES, ACTUALLY INCURRED, WHICH UNDER NO CIRCUMSTANCES SHALL EXCEED, IN THE AGGREGATE, THE AMOUNT PAID BY ACTIVATE TO STI UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE THE CLAIM AROSE. 6.10 Waivers. death, to the designated beneficiary. additional tax imposed pursuant to Section 409A of the Code. Profit Sharing. cooperate with each other in determining the extent to which any tax is due and owing under the circumstances and shall provide and make available to each other any withholding certificates, information regarding the location of use of the Software #$%!&''(&)!*&+,%'-!.$&))!/%!,&0%!12-$2'!34!0&+.!56!-$%!7)5.%!56!-$%!62.7&)!+%&8!56!-$%!95,*&'+:!!! Party. follows: 1.1 Revenue Sharing. Various kickers and stipulations can be added to revenue sharing agreements. (the Agreement) is dated as of the day of Furthermore, the agreement must not contradict section 37(5) of the Act. 5.3 Survival. Governing Law; Forum Selection; Consent of Jurisdiction. No modification of this Agreement shall be valid unless in writing and agreed ⦠6.13 Taxes. PRODUCT REVENUE SHARING AGREEMENT TEMPLATE. (a) Section 1806.153 does not prohibit an insurer from sharing profits with the insurer's policyholders if: (1) a profit sharing agreement is placed on or in the face of the policy; (2) the profit sharing is uniform and does not ⦠6.7 WHEREAS, It is understood by the Parties that STI and ACTIVATE sells, markets and distributes handset and wireless applications. All charges and fees to be paid under this Agreement are exclusive of any applicable Within thirty days following delivery of the audited financial statements of Oaktree in respect of a given fiscal year, a determination shall be made as to whether the estimated payments Neither party shall issue or cause the publication of any such Press Release without the prior written consent of the other party; except that nothing herein will prohibit either party Revenue sharing at a rate of Percent of revenue earned by the product of the Services provided, or any derivative work This Agreement may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same document. This letter agreement (this Agreement) memorializes certain compensation payable to you in connection with your employment by any/all Applications downloaded from the Carrier Catalog by End Users. This Agreement supersedes and governs all prior or contemporaneous understandings, representations, agreements, or other communications between ACTIVATE and STI, oral or written, regarding such subject matter. designate a person other than your spouse as a beneficiary, your spouse must sign a statement specifically approving such designation. consult with each other in preparing any press release, public announcement, news media response or other form of release of information concerning this Agreement or the transactions contemplated hereby that is intended to provide such information enlarged or guaranteed by reason of any of the provisions of this Agreement. brought with respect to the Agreement or any other dispute between the parties hereto shall be brought in any state or federal court located in Las Vegas, Nevada (the Court) and by execution and delivery of this Agreement, the parties 5.2 Termination. business located at 5927 Priestly Drive, Suite 102, Carlsbad, CA 92008 and ACTIVATE, Inc., a Nevada Corporation, whose principal place of business is located at: (ACTIVATE). This Agreement shall be binding upon the Parties, their Principals, Heirs, Successors, Assigns, Subsidiaries, Attorneys, Agents or any other party deriving or claiming to derive benefit. Profit Share. You and the interests granted. causes an infringement of any patent, copyright, trademark, trade secret, or other property rights of any third parties arising in any jurisdiction throughout the world. (c) As used in this section, â commissions â has the meaning set forth in Section 204.1. were greater than or less than your actual Investment Payments and Profit Payments for such year. If you want a reference of these statements for a revenue-sharing agreement, this serves as an excellent guide. Each Incentive Payment, Investment Payment and Profit Payment will only Upon termination of this Agreement, STI agrees (i) to remove from the Carrier Catalog all Applications developed by STI; and (ii) to cease permitting End Users (or any other person) from downloading Applications from the Carrier both parties. of partnership, joint venture, employment, franchise, or agency between ACTIVATE and STI. PROFIT SHARING AUTHORIZED. The appellant is sharing the revenue from the Hotel operations like a profit sharing agreement which is purely a business arrangement. Ownership. To the extent such potential payments or benefits could become subject to Section 409A of the Code, you and Oaktree shall cooperate to amend your compensation, with the goal of ⢠section 10(1)(k)(i), ... Co-Applicant and the Co-Applicantâs shareholder concluded a profit sharing agreement. The Parties hereby agree to defend, indemnify and hold harmless the other Party and its End Users (each, an Indemnified Party) against any and all claims, This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of law principles. This REVENUE SHARING AND SOFTWARE LICENSE AGREEMENT Code, then for purposes of determining the timing of any payment provided for by this letter agreement, termination shall not be considered to occur until you have incurred such a separation from service. giving you the economic benefits described herein in a manner that does not result in such tax being imposed. 1.2 Pass Through. It is the intention of the parties that payments or benefits payable hereunder not be subject to the by the 60th day after the end of the invoiced month to the Carrier or five business days after receipt of funds from the Carrier if funds are not paid to STI by the Carrier by the 60th day after the end of the invoiced month. regarding its subject matter. Use this TEMPLATE when negotiating a standard revenue sharing agreement: REVENUE SHARING AGREEMENT âDRAFT FOR DISCUSSIONâ THIS AGREEMENT is by and between ILLUSTRATIVE DESIGNS, a Colorado Sole Proprietor (hereinafter referred to as âIDâ), whose business ⦠The term will continue until the first of the following to occur: services are completed or the Agreement is terminated under Section 5. Should any third party institute proceedings, this Agreement shall from issuing or causing publication of any such Press Release to the extent that such action is required by applicable law or the rules of any national stock exchange applicable to such party or its Affiliates, in which case the party wishing to This Agreement completely and exclusively states the agreement between ACTIVATE and STI therein. respect of Net Incentive Income granted hereunder), including any such participation through Points Series Interests and Net Carry Series Interests in the PoolCos, and be deemed an original, but all of which together shall constitute one and the same instrument. hereto each accepts generally and unconditionally the exclusive jurisdiction of the Court and irrevocably waives any objection (including, without limitation, any objection of the laying of venue based on the grounds of forum non-conveniens) which The Initial Term, as extended pursuant to this Section 3.2, is referred to in this 4 Agreement as the âTerm.â 3.3 In the event this Agreement is terminated by the City for any reason, the waiver of any other default. 6.2 Export Control Compliance. Oaktree makes no representation Ltd. Further DWPL is also not the contractor of the appellant. It is hereby agreed that STI shall share with ACTIVATE three percent (3%) of the revenues STI derives and receives from the usage of their Application(s) by the End User the rsas have not been registered pursuant to the securities act of 1933, as amended (the "securities act"), in reliance upon exemptions from registration under the securities act set forth in section 4(a)(6) thereof and in sec rule 227 promulgated thereunder, as well â¦