Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / draft-side-letter-derivative-works-carveout.docx
draft-side-letter-derivative-works-carveout.docx
Parties
Harkness LLP
Counsel Vantage Mobility Systems Corp
M. Briscoe Redstone
Whitaker LLP
Vantage Mobility Systems Corp
Dates
June 21, 2022
September 8, 2023
March 14, 2023
March 22, 2023
July 20, 2023
August 3, 2023
June 20, 2027
July 1, 2023
December 21, 2023
August 3, 2024
Amounts
$20,000,000
$8,000,000
$3,200,000
$4,000,000
$1,800,000
$2,500,000
$5,000,000
$2,400,000
$1,000,000
Obligations
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the MESLSA
VMS's sole ownership of the VMS Derivative Modules shall be effective as of the respective dates of creation of each such module, as set forth in Schedule 1
Any use of the VMS Derivative Modules in or in connection with an Automotive Application shall constitute a material breach of this Side Letter
The MeridianCode License-Back is granted on a royalty-free basis; provided, however, that if MeridianCode generates cumulative gross revenues exceeding Five Million Dollars ($5,000,000) from products or services that incorporate or are based upon the VMS Derivative Modules (whether in whole or in part), MeridianCode shall pay to VMS a royalty of [●]% of net revenues attributable to such products or services in excess of such threshold (the "Revenue Share")
The specific royalty rate, calculation methodology, payment frequency, audit rights, reporting obligations, and other terms governing the Revenue Share shall be negotiated in good faith by the Parties and set forth in Schedule 2 attached hereto, which shall be completed and executed within ninety (90) days following the Effective Date of this Side Letter
Until Schedule 2 is completed and executed, MeridianCode's obligation to pay the Revenue Share shall accrue but shall not be due and payable