Revenue Share Agreement
This Revenue Share Agreement (the "Agreement") is made on [Effective date] (the "Effective Date") between [Company legal name], a [State] [corporation / LLC] with its principal office at [Company address] ("Company"), and [Partner legal name], a [State] [entity type] with its principal office at [Partner address] ("Partner").
Company provides [describe the software or service]. Partner [describe how Partner brings or serves customers, for example: advises businesses on their software choices and implements Company's products for its clients]. The parties want Partner to share in the revenue Company earns from the customers Partner brings or serves, on the terms below.
1. Definitions
- "Products" means the Company subscriptions and add-ons listed in Schedule A.
- "Revenue" means the fees Company [invoices / recognizes under its revenue recognition policy] to an Attributed Customer for Products during the Share Period.
- "Net Revenue" means Revenue that Company has actually collected, less the exclusions in Section 4.3.
- "Attributed Customer" means a customer that is attributed to Partner under Section 3.
- "Revenue Share" means the amount payable to Partner under Section 4, calculated as Net Revenue multiplied by the Share Rate.
- "Share Rate" means the percentage set out in Schedule A for the relevant Product or tier.
- "Share Period" means, for each Attributed Customer, the period set out in Schedule A, starting on the date that customer's first paid subscription begins.
- "Reporting Period" means each [calendar month / calendar quarter] during the term of this Agreement and any period after it in which a Revenue Share remains payable.
- "Attribution Window" means [180] days from the date Company accepts a customer registration under Section 3.1.
2. Appointment
2.1 Company appoints Partner as a non-exclusive revenue share partner for the Products. Nothing in this Agreement prevents either party from working with others, including competitors of the other party.
2.2 Partner is an independent contractor. Partner has no authority to sign contracts, quote prices, grant discounts or make commitments on Company's behalf, and will not present itself as Company's employee or agent.
2.3 Company sets all prices and terms for the Products, contracts directly with each customer, and invoices and collects all fees.
3. Attribution of customers
3.1 Registered customers. Partner may register a prospective customer through [Company's partner portal / the registration form at URL], giving the company name, a named contact and how Partner is involved. Company will accept or reject each registration within [5] business days.
3.2 Tracked signups. A customer that signs up through Partner's tracked link or uses Partner's unique code, and that did not already have an account with Company, is attributed to Partner without a registration.
3.3 Assigned customers. Existing Company customers listed in Schedule B are attributed to Partner from the date shown there, for as long as Partner provides the services described in Section 9.2 to that customer.
3.4 A registered customer becomes an Attributed Customer if it signs a paid subscription for a Product within the Attribution Window.
3.5 Company may reject or decline to attribute a customer that (a) is already a paying customer, except as set out in Schedule B, (b) is in an active sales opportunity recorded in Company's CRM before Partner's registration, (c) is already attributed to another partner, or (d) is Partner itself or an affiliate of Partner.
3.6 Where two partners claim the same customer, the first complete registration accepted by Company wins. A tracked signup does not override an accepted registration.
3.7 A customer stops being an Attributed Customer when its Share Period ends, or if it cancels all paid subscriptions and does not restart within [90] days.
4. Revenue Share calculation
4.1 For each Reporting Period, Company will pay Partner the Revenue Share on Net Revenue collected from each Attributed Customer during that Reporting Period and within the Share Period.
4.2 The Share Rate for each Product or tier is set out in Schedule A. Where an Attributed Customer upgrades, adds Products or adds seats during the Share Period, the Revenue Share [applies / does not apply] to that additional revenue.
4.3 Net Revenue excludes:
- sales, use, value added and similar taxes;
- refunds, credits, discounts and chargebacks;
- fees for implementation, training and other professional services, unless listed in Schedule A;
- third-party costs that Company passes through to the customer;
- amounts invoiced but not collected, including bad debt; and
- [payment processing fees / other agreed exclusions].
4.4 If Company refunds, credits or reverses any amount on which a Revenue Share has been paid, Company may deduct the corresponding Revenue Share from the next payment, and will show the deduction on the statement.
4.5 Changes to Company's prices apply to the Revenue Share automatically, because the Revenue Share is calculated on the Net Revenue Company actually collects.
5. Reporting and statements
5.1 Within [15] days after the end of each Reporting Period, Company will provide Partner with a statement showing, for each Attributed Customer: the customer name or account ID, the Products, the Revenue invoiced, the amount collected, each exclusion applied, the Net Revenue, the Share Rate, the Revenue Share, and any adjustments from earlier Reporting Periods.
5.2 Company will provide the statement through [Company's partner portal / email to Partner's notice address].
5.3 Partner may dispute a statement by written notice within [60] days of receiving it, explaining the items in dispute. The parties will work in good faith to resolve the dispute within [30] days. Company will pay any undisputed amount on time.
5.4 A statement that Partner does not dispute within the period in Section 5.3 is final, except for errors found in an audit under Section 7.
6. Payment terms
6.1 Company will pay the Revenue Share for each Reporting Period within [30] days after the statement for that Reporting Period is issued.
6.2 Company pays in [US dollars] by [ACH bank transfer / Stripe / other method]. Partner is responsible for providing accurate payment details.
6.3 If the Revenue Share for a Reporting Period is less than [$100], Company may carry it forward to the next Reporting Period. Company will pay any balance carried forward when this Agreement ends.
6.4 Company may set off against any Revenue Share any amount Partner owes Company under this Agreement.
6.5 [Optional] Late payments bear interest at [1]% per month, or the maximum rate allowed by law if lower.
7. Records and audit rights
7.1 Company will keep complete and accurate records of Revenue, collections, exclusions and Revenue Share calculations for each Attributed Customer for at least [3] years after the Reporting Period they relate to.
7.2 No more than once in any [12]-month period, Partner may have an independent certified public accountant audit those records to verify the Revenue Share paid in the previous [24] months. Partner will give at least [30] days' written notice. The audit will take place during normal business hours and will not unreasonably disrupt Company's business.
7.3 The auditor must agree in writing to keep Company's information confidential and may report to Partner only whether the Revenue Share was correct and the amount of any difference. Company may redact customer information not needed to verify the calculation.
7.4 If the audit shows an underpayment, Company will pay the difference within [30] days. If the underpayment is more than [5]% of the Revenue Share due for the audited period, Company will also pay the reasonable cost of the audit. Otherwise Partner pays the cost of the audit. If the audit shows an overpayment, Company may deduct it from future payments.
8. Taxes
8.1 Before receiving any payment, Partner will provide a completed IRS Form W-9 (or the applicable Form W-8 if Partner is not a US person). Company may hold payments until it receives a valid form.
8.2 Partner is responsible for all taxes on the Revenue Share it receives. Company will issue any information returns, such as Form 1099-NEC, that the law requires, and may withhold tax from payments where the law requires it.
9. Partner obligations
9.1 Partner will introduce or support customers in line with this Agreement and describe the Products accurately, using only materials Company provides or approves.
9.2 For assigned customers under Section 3.3, Partner will provide [onboarding / first-line support / account management / describe services] to the standard set out in [Schedule B / Company's partner guidelines].
9.3 Partner will:
- comply with all applicable laws, including anti-spam, privacy, consumer protection and anti-bribery laws;
- not offer any payment, gift or inducement to a customer's employees to win or keep a customer;
- not bid on Company's brand names in paid search, or register domain names that include them, without Company's written consent; and
- disclose its financial relationship with Company where the law or the customer's own policies require it.
10. Brand use
Each party may use the other's name and logo only to describe the relationship, in line with any brand guidelines the other party provides, and must stop on written request.
11. Confidentiality and customer data
11.1 Each party will keep the other's non-public business information confidential, use it only to perform this Agreement, and return or destroy it when the Agreement ends. Statements, customer lists and pricing are Company's confidential information. This does not apply to information that is public, already known to the receiving party, or required to be disclosed by law.
11.2 Each party will handle any personal data it receives from the other in line with applicable privacy laws and only for the purposes of this Agreement.
12. Term and termination
12.1 This Agreement starts on the Effective Date and continues for [24 months], renewing automatically for further [12-month] periods unless either party gives [60] days' written notice before the end of the current period.
12.2 Either party may terminate this Agreement immediately if the other materially breaches it and does not cure the breach within [30] days of written notice.
12.3 Company may terminate this Agreement immediately on written notice if Partner breaches Section 9.3 or Section 11.
13. Revenue Share after termination
13.1 If this Agreement ends for any reason other than Company terminating for Partner's breach, Company will continue to pay the Revenue Share on customers that were Attributed Customers on the termination date for [the remainder of each customer's Share Period / 12 months after the termination date / the shorter of those two periods].
13.2 For assigned customers under Section 3.3, the Revenue Share ends on the date Partner stops providing the services in Section 9.2, unless the parties agree otherwise in writing.
13.3 If Company terminates for Partner's breach, Company will pay the Revenue Share on Net Revenue collected before the termination date and no Revenue Share after it.
13.4 Company will continue to provide statements under Section 5 for as long as any Revenue Share is payable, and Partner's audit rights under Section 7 continue for [12] months after the last payment.
14. Liability
14.1 Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, arising out of this Agreement.
14.2 Except for breaches of Section 11, unpaid Revenue Share, or a party's indemnity obligations, each party's total liability under this Agreement is limited to the Revenue Share paid or payable in the [12] months before the claim.
14.3 Each party will indemnify the other against third-party claims arising from its breach of Section 9.3 or Section 11.
15. General
15.1 Governing law. This Agreement is governed by the laws of the State of [State], and the courts of [County, State] have exclusive jurisdiction.
15.2 Entire agreement. This Agreement, including its Schedules, is the entire agreement between the parties about its subject and replaces any earlier discussions.
15.3 Changes. Company may change Schedule A on [60] days' written notice. Changes apply only to customers that become Attributed Customers after the change takes effect. Any other change must be in writing and signed by both parties.
15.4 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all of its assets, which will be bound by this Agreement, including the Revenue Share on existing Attributed Customers.
15.5 Notices. Notices must be in writing and sent to the addresses above, or by email to [Company notice email] and [Partner notice email].
15.6 Survival. Sections 5, 6, 7, 8, 11, 13 and 14 survive termination for as long as needed to give them effect.
Schedule A: Revenue Share terms
| Product or tier | Share Rate | Share Period | Notes |
|---|
| [Starter plan] | [15]% | [24] months | [Monthly or annual billing] |
| [Growth plan] | [20]% | [24] months | [Includes seat upgrades during the Share Period] |
| [Enterprise plan] | [25]% | [36] months | [Annual contracts only] |
| [Add-ons] | [10]% | Same as the base plan | [List add-ons] |
| Professional services | [0]% | Not applicable | Excluded from Net Revenue |
| Item | Terms |
|---|
| Reporting Period | [Monthly / Quarterly] |
| Statement due | Within [15] days after each Reporting Period |
| Payment due | Within [30] days after each statement |
| Minimum payment | [$100], with smaller balances carried forward |
| Payment method | [ACH / Stripe] |
| Attribution Window | [180] days from an accepted registration |
| Audit lookback | [24] months |
Schedule B: Assigned customers
| Customer | Account ID | Attributed from | Share Rate | Services Partner provides |
|---|
| [Customer name] | [ID] | [Date] | [10]% | [Onboarding and first-line support] |
| [Customer name] | [ID] | [Date] | [10]% | [Account management] |
Signatures
[Company legal name]
Signature: ____________________
Name: [Name]
Title: [Title]
Date: [Date]
[Partner legal name]
Signature: ____________________
Name: [Name]
Title: [Title]
Date: [Date]
