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The Revenue Sharing Investment Agreement serves as a crucial alternative financing instrument in the Philippine market, particularly suitable for companies seeking growth capital without diluting equity or taking on traditional debt. This document type is commonly used when investors prefer to align their returns directly with the company's performance through revenue sharing rather than fixed interest payments or equity stakes. The agreement must comply with Philippine securities regulations, particularly the Securities Regulation Code (Republic Act No. 8799) and related regulations. It typically includes detailed provisions for calculating revenue share, payment mechanisms, financial reporting requirements, and investor protections. The document is especially relevant for start-ups and growing businesses in the Philippines looking to attract investors while maintaining operational control, and it can be adapted for both domestic and foreign investment scenarios while ensuring compliance with Philippine foreign investment regulations.

1. Parties: Identification of the investor(s) and investee company, including their complete legal names, registration details, and addresses

2. Background: Context of the investment, brief description of the business, and purpose of the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Revenue', 'Gross Revenue', 'Net Revenue', 'Investment Amount', and 'Revenue Share'

4. Investment Terms: Details of the investment amount, payment method, and conditions precedent to investment

5. Revenue Sharing Structure: Specific mechanics of how revenue will be shared, including calculation methods, percentage splits, and payment thresholds

6. Payment Terms: Timing and method of revenue share payments, currency, bank account details, and payment procedures

7. Reporting and Audit Rights: Financial reporting obligations, frequency of reports, and investor's rights to audit the company's books

8. Representations and Warranties: Standard and specific representations from both parties regarding their capacity, authority, and business conditions

9. Covenants: Ongoing obligations of the company, including business operation standards and maintenance of records

10. Term and Termination: Duration of the agreement, termination triggers, and consequences of termination

11. Events of Default: Circumstances constituting default and remedies available to either party

12. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law provisions

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