Revenue Share Agreement
1. Parties
This Revenue Share Agreement ("Agreement") is entered into between:
OCP/Edetroit LLC ("OCP" or "Platform")
A Delaware limited liability company
Address: 123 Innovation Drive, Detroit, MI 48201
and
[STARTUP NAME] ("Startup")
[Address]
2. Revenue Share
Startup agrees to pay OCP a revenue share equal to 10% (ten percent) of Gross Revenue as defined in this Agreement.
This revenue share applies to all revenue generated from products built on the OCP platform, including but not limited to:
- Software-as-a-Service (SaaS) subscriptions
- One-time purchases or licenses
- Usage-based revenue
- Professional services related to the product
- Advertising or affiliate revenue
- Any other revenue derived from the product
3. Definition of Gross Revenue
"Gross Revenue" means all revenue received by Startup from customers and users for products built on OCP, before any deductions, including but not limited to:
- All revenue from the primary product developed during the incubator program
- Revenue from subsequent versions, updates, or new releases of the product
- Revenue from expansions, add-ons, or modules
- Revenue from pivots that retain substantial functionality from the original product
- Revenue from products that substantially utilize OCP infrastructure or tools
Gross Revenue is calculated on a cash basis (when payments are received).
4. Payment Terms
- Reporting Frequency: Quarterly (Q1: Jan-Mar, Q2: Apr-Jun, Q3: Jul-Sep, Q4: Oct-Dec)
- Report Due Date: Within 30 days of each quarter's end
- Payment Terms: Net 30 from report submission
- Payment Method: Wire transfer or check as specified by OCP
5. Duration
This Agreement shall remain in effect in perpetuity for the specific product(s) built on the OCP platform. The revenue share obligation survives:
- Startup's graduation from the incubator program
- Any termination of Startup's OCP account or services
- Any sale, merger, or acquisition of Startup
- Any pivot or rebranding of the product
6. Audit Rights
OCP shall have the right to audit Startup's books, records, and accounts related to Gross Revenue upon reasonable advance notice (minimum 30 days). Audits may be conducted no more than once per calendar year during normal business hours. Startup shall maintain accurate records for a minimum of 3 years.
7. Confidentiality
Financial information disclosed under this Agreement shall be treated as confidential and shall not be disclosed to third parties except as required by law or for tax purposes.
8. Default and Remedies
Failure to submit timely reports or payments shall constitute a material breach. In addition to owed amounts, Startup agrees to pay:
- Interest on late payments at 1.5% per month
- A penalty of 2x the underreported amount for intentional underreporting
- OCP's reasonable attorneys' fees and costs for collection
9. Governing Law
This Agreement shall be governed by the laws of the State of [STATE], without regard to conflict of law principles.
10. Entire Agreement
This Agreement, together with the Terms of Service, constitutes the entire agreement between the parties regarding revenue sharing and supersedes all prior negotiations, representations, or agreements.