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The Revenue Based Financing Agreement is designed for growing businesses in the Philippines seeking alternative financing outside traditional debt or equity structures. This financing model is particularly suitable for companies with predictable revenue streams who prefer not to dilute equity or take on conventional debt. The agreement details the investment amount, revenue share percentage, payment cap, and term of the arrangement, while ensuring compliance with Philippine financial regulations, including the Securities Regulation Code and relevant Central Bank guidelines. The document includes comprehensive provisions for revenue calculation, payment mechanics, reporting requirements, and investor protections, making it suitable for both domestic and international investors operating in the Philippine market. This type of agreement has gained popularity among technology companies, e-commerce businesses, and other revenue-generating enterprises seeking flexible growth capital.

1. Parties: Identification of the funding party and the recipient company

2. Background: Context of the financing arrangement and brief description of the business

3. Definitions: Definitions of key terms including Revenue, Payment Period, and Revenue Share Percentage

4. Investment Amount: Details of the funding to be provided and any tranching arrangements

5. Revenue Share Payments: Calculation methodology, payment frequency, and mechanism for revenue share payments

6. Payment Cap and Term: Maximum repayment amount and duration of the revenue sharing obligation

7. Calculation of Revenue: Detailed definition of included and excluded revenue for payment calculations

8. Payment Mechanics: Specific procedures for making payments, including timing and method

9. Reporting Requirements: Financial reporting obligations and deadlines

10. Representations and Warranties: Standard and specific representations by both parties

11. Covenants: Ongoing obligations of the recipient company

12. Events of Default: Circumstances constituting default and consequences

13. Information Rights: Investor's rights to financial and operational information

14. Confidentiality: Protection of confidential information and trade secrets

15. Governing Law and Jurisdiction: Application of Philippine law and dispute resolution

16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment