Consideration and Reporting Clause Samples
Consideration and Reporting a) License Fees, Royalties and Taxes: These licenses are being granted on a royalty-free basis. The only consideration to STS for the license granted herein is the rights granted to STS under Section 2) c) and Licensee and Sub-licensees promises to be bound by the terms of this Agreement.
b) All licenses are conditional on and become effective on the closing of an equity investment in STS by Licensee (and/or other related parties) in the amount of USD $3M (the Effective Date). This investment will be finalized under a separate mutually agreed stock purchase and supporting documentation that will have been fully executed no later than December 31, 2014.
Consideration and Reporting. 3.1. License Fees, Royalties and Taxes: This license is being granted on a royalty-free basis. The only consideration to Certicom for the license granted herein are the rights granted to Certicom under Sections 2.3 and 2.4, and Licensee and Sub-licensees promise to be bound by the terms of this Agreement.
Consideration and Reporting. Subject to the terms and conditions of this Agreement the payment mechanism will be as follows:
4.1 In consideration of the Eligible Traffic performed by the Publisher, Company will pay Publisher the fees actually received by Company from Company’s Advertiser(s), according to the agreed Pricing Model set forth in the IO.
4.2 The Consideration will be calculated solely based upon Company’s records. During the Term hereof, Company will provide Publisher with reports where Publisher will be able to view measurements or statistics regarding performance of the Eligible Traffics (the “Reports”). Publisher acknowledges that the full Reports are based upon third party reports and subjected to such third party adjustments, thus occasion delays and adjustments may occur and are out of Company’s control and responsibility. All Reports may be updated and adjusted up to thirty (30) days back. Company shall not be liable for any unavailability or inaccuracy, temporary or otherwise, of the Reports.
4.3 If Publisher disputes the information detailed in a Report, Publisher will provide Company with a written notice that will specify the reasons for such dispute (the “Dispute Notice”), by no later than two (2) business days as of receipt of such Report. Following receipt of a Dispute Notice, Company will examine and respond to Publisher with a reasonable time period with the results of such examination. Company will have the right to audit Publisher’s tracking system and records, in order to resolve any dispute. The parties will work together in good faith to settle any such dispute. In case the Parties do not reach common ground, with reasonable effort Company’s reporting will prevail.
4.4 All payments under this Agreement will be made in U.S. Each party shall bare its own taxes, duties and charges imposed or that may be imposed by any applicable governmental agency in connection with the Agreement and each party’s performance hereunder, including without limitation, sales, use, value added, and any other taxes, customs and/or import duties. Company may chargeback any amount it made to Publisher under this Agreement, or withhold any due amounts to Publisher, in case of chargebacks or other adjustments made by Company’s Advertisers with regards to the distribution of the Ads by Publisher.
Consideration and Reporting. 4.1 For the rights, privileges and license granted hereunder, COMPANY shall pay royalties to YISSUM in the manner hereinafter provided ("Royalties") until this Agreement shall expire or be terminated. COMPANY shall pay to YISSUM:
a) In the event the COMPANY, or an Affiliate of COMPANY (in which such Affiliate shall be bound by the terms and conditions as set forth herein), sells Licensed Product, COMPANY shall pay YISSUM a royalty of four percent (4%) of Net Sales.
b) in the event .the COMPANY receives Sublicensing Revenue for sublicensing or sub-sublicensing the Licensed Technology to a third party, the COMPANY shall pay YISSUM a royalty of eighteen percent (18.0%) of Sublicensing Revenue received.
4.2 Upon completion of the first round of equity financing by the COMPANY, the COMPANY shall reimburse YISSUM for all previous documented expenses and costs of YISSUM relating to the filing, maintenance and prosecution of the Patents.
4.3 Thirty days after the end of each calendar quarter (January 1, April 1, etc.) commencing from the date of the First Commercial Sale of the Product or the date a sub- license is granted, whichever occurs first, the COMPANY shall furnish YISSUM with a quarterly report (herein "Periodic Report") detailing the total sales effected during the Reporting Period and the total Royalties due to YISSUM hi respect of that period.
4.4 The Periodic Reports shall contain full particulars of all sales made by the COMPANY and/or Sub-Licensees and/or sub-Sublicensees and all of the proceeds obtained by the COMPANY in respect of granting sublicenses and sub-Sublicenses pursuant to section 2.2 above, including sales broken down according to countries, a breakdown of the number of Licensed Products sold, discounts, returns, the currency in which the sales were made, invoice date and all other relevant information enabling the Royalties payable according to section 4.1 above to be calculated. The Periodic Reports shall also specify any Net Sales to an Affiliate and shall set forth full details thereof.
4.5 Within 45 days from the date prescribed for the submission of each Periodic Report, the COMPANY shall pay the Royalties and amounts due to YISSUM in accordance with the Periodic Report.
4.6 The value of each sale shall be computed on the date of sale in US Dollars based on the rates published in the Wall Street Journal. The Royalties shall be computed and paid in US dollars. Payment of Value Added Tax (if charged) shall be added to each payment i...
Consideration and Reporting