Legal RCA Agreement

LEGAL RCA AGREEMENT

This Royalty Collection Agreement (the "Agreement") is made as of , by and between Client Name: whose principal address is (hereinafter "Client"), and Agent Name: whose principal address is (hereinafter "Agent"). Client and Agent may be referred to individually as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, Client is the owner, licensee or assignee of certain intellectual property, products, or other works that generate royalties, license fees or other recurring revenues (collectively, "Royalties") described as:

WHEREAS, Client desires to engage Agent to pursue, collect, administer and account for such Royalties on behalf of Client, and Agent desires to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the Parties intend by this Agreement to establish the procedures, compensation and obligations applicable to Agent's collection activities.

NOW, THEREFORE

In consideration of the mutual covenants set forth below, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. APPOINTMENT AND AUTHORITY

1.1 Appointment. Client hereby appoints Agent, and Agent accepts such appointment, to act as Client's non-exclusive or exclusive collection agent (select one): Exclusive Non-exclusive. Agent is authorized to take the actions set forth in Section 2 with respect to the Royalties identified in this Agreement.

1.2 Authority. Agent shall have authority to contact payors, licensees and third parties, to demand, receive and endorse checks, to negotiate and settle disputed accounts up to the settlement cap set forth below, and to execute documents reasonably necessary to collect Royalties, provided that Agent shall not enter into any agreement that modifies Client's underlying intellectual property rights without Client's prior written consent.

2. SCOPE OF SERVICES

2.1 Services. Agent shall use commercially reasonable efforts to (a) identify, pursue and collect Royalties due to Client; (b) enforce collection rights, including commencing or cooperating in litigation or arbitration as authorized by Client; (c) provide periodic accounting of collections; and (d) perform other services as agreed in writing by the Parties.

2.2 Limitations on Authority. Agent shall not compromise or settle any disputed Royalty claim for an amount in excess of without Client's prior written approval. Agent shall act in accordance with written instructions from Client with respect to material disputes.

3. COLLECTION, ACCOUNTING AND PAYMENT

3.1 Collection Process. Agent will collect Royalties and, after deducting fees, expenses and reserves as permitted by this Agreement, remit net amounts to Client in accordance with Section 3.3. Agent shall maintain books and records reflecting all collections and disbursements and shall provide statements to Client.

3.2 Withholding; Reserves. Agent may withhold from remittance reasonable reserves to cover anticipated refunds, chargebacks, litigation costs or disputes. Agent shall notify Client in writing when reserves are established or released.

3.3 Remittance Schedule. Agent shall remit net collections to Client no less frequently than within days after the end of the reporting period. Remittances shall be made by wire transfer or electronic deposit to the account designated by Client.

4. FEES AND EXPENSES

4.1 Compensation. As compensation for services hereunder, Client shall pay Agent a fee equal to percent of Gross Collections (as defined below) collected by Agent, subject to adjustments as provided in this Agreement. "Gross Collections" means all amounts actually received by Agent in cash or cash equivalents on account of Royalties.

4.2 Expenses. Client shall reimburse Agent for reasonable out-of-pocket expenses incurred in the performance of services, including but not limited to filing fees, courier charges, and legal fees when pre-approved by Client. Agent shall obtain Client's prior written approval for any single expense in excess of .

5. REPORTING AND AUDIT

5.1 Statements. Agent shall deliver to Client a written statement with each remittance showing Gross Collections, fees, expenses, reserves and net amounts remitted, together with reasonable supporting detail.

5.2 Audit Rights. Client shall have the right, at its expense, to audit Agent's records relating to collections and remittances no more than once in any twelve (12) month period, upon at least thirty (30) days' prior written notice, and during normal business hours. If an audit reveals an underpayment by Agent in excess of % of amounts due, Agent shall promptly reimburse the reasonable cost of the audit.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party agrees to keep confidential and not to disclose to third parties any non-public information received from the other Party in connection with this Agreement, except as necessary to perform the Services or as required by law. Confidential information does not include information that is or becomes publicly available through no fault of the receiving Party.

7. TERM AND TERMINATION

7.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for an initial period of year(s) (the "Initial Term"), and shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

7.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party upon thirty (30) days' prior written notice specifying the breach, if such breach remains uncured at the expiration of such period. Termination shall not relieve either Party of obligations accrued prior to termination.

7.3 Survival. Sections pertaining to payment, indemnification, confidentiality, audit rights, limitation of liability, governing law and any other provisions that by their terms survive termination shall survive expiration or termination of this Agreement.

8. INDEMNIFICATION

8.1 Indemnity by Agent. Agent shall indemnify, defend and hold harmless Client from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising from Agent's gross negligence, willful misconduct or material breach of this Agreement in performing the Services.

8.2 Indemnity by Client. Client shall indemnify, defend and hold harmless Agent from and against any and all claims, liabilities, damages, losses and expenses arising out of the inaccuracy of Client's representations, Client's ownership of the rights or third-party claims relating to the underlying rights, except to the extent caused by Agent's breach or misconduct.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. Except for liability arising from a Party's gross negligence, willful misconduct or breach of confidentiality, in no event shall either Party be liable to the other for consequential, incidental, indirect, punitive or special damages, including lost profits.

9.2 Cap. Except as required by applicable law or for indemnity obligations related to gross negligence or willful misconduct, each Party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Agent under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

10. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as a Party designates by written notice.

11. ASSIGNMENT AND SUBCONTRACTING

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Agent may assign its rights to a successor in interest in connection with a sale of substantially all of Agent's assets or business related to the Services, provided that such assignee assumes Agent's obligations hereunder. Agent may subcontract routine collection services provided that Agent remains responsible for performance.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both Parties. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of the right to enforce it later. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles.

13.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral, relating to such subject matter.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

14.1 Relationship of the Parties. Agent is an independent contractor and not an employee, partner, joint venturer or agent of Client for any purpose other than as expressly set forth in this Agreement.

14.2 Insurance. Agent shall maintain commercially reasonable insurance coverage as appropriate for its activities under this Agreement and shall provide evidence of such insurance upon Client's request.

14.3 Cooperation. The Parties shall cooperate in good faith, execute any additional documents reasonably necessary to effectuate the purposes of this Agreement, and take commercially reasonable actions to facilitate collection efforts.

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