contracts
Revenue Share Agreement (Standalone): Template and How to Draft One (2026)
What a revenue share agreement is and when you need one A revenue share agreement is a contract where one party pays another a percentage of the revenue earned from a defined activity, instead of or alongside a fixed fee. It is common between a business and a referral partner, an affiliate, a platform and a creator, a licensor and a licensee, or two companies running a joint offer. The paying party keeps ownership of the business, and the other party is rewarded in proportion to the money the arrangement brings in. You need a clear written agreement because almost every dispute about revenue share comes down to two questions: what counts as revenue, and when does it get paid. People agree on the percentage easily. They fall out over whether revenue means gross sales or net of refunds, taxes and platform fees, and over how and when the share is calculated and transferred. A standalone agreement, meaning one that is not buried inside a larger partnership or employment contract, sets these out plainly. A word of caution. A revenue or profit share can sometimes look like a partnership, or like a security or investment, depending on how it is structured and the law of your country. If the arrangement gives one party a stake that looks like equity, or is offered to many passive investors, get advice, because partnership and securities rules may apply. This page is general information, not legal advice. ## A revenue share agreement template you can copy ```
REVENUE SHARE AGREEMENT This Agreement is made on [date] BETWEEN [Company name], of [address] (the "Company") AND [Partner name], of [address] (the "Partner") 1. PURPOSE The Partner will [refer customers / provide [service] / license [asset]] and, in return, receive a share of the Revenue defined below. This Agreement does not create a partnership, joint venture or employment relationship. 2. DEFINITION OF REVENUE "Revenue" means the amounts actually received by the Company from [defined source], less [refunds, chargebacks, applicable taxes, and third party payment or platform fees]. Revenue is counted when [received / invoiced]. 3. REVENUE SHARE The Company will pay the Partner [percentage] per cent of Revenue from the defined source [during the Term / for the life of each customer introduced / for [number] months per customer]. 4. CALCULATION AND PAYMENT The share is calculated [monthly / quarterly] and paid within [number] days of the end of each period, with a statement showing how it was worked out. Payments are in [currency] to [account]. 5. RECORDS AND AUDIT The Company will keep accurate records of Revenue and, on reasonable notice, let the Partner or its accountant inspect the relevant records once per [year]. 6. TERM AND TERMINATION This Agreement runs from [date] for [term], renewing unless either party gives [number] days notice. On termination the Partner is still paid the share due on Revenue earned before termination [and any agreed tail period]. 7. OBLIGATIONS AND CONDUCT Each party will act honestly, keep to the law, and not make claims on behalf of the other that are not agreed. [Non-solicitation / confidentiality as needed.] 8. LIABILITY Neither party is liable for indirect or consequential loss. The Company's obligation is limited to paying the share actually due under this Agreement. 9. GOVERNING LAW AND DISPUTES This Agreement is governed by the law of [place]. Disputes will first go to good faith discussion, then to [arbitration / the courts of [place]]. SIGNED for the Company ____________ SIGNED for the Partner ____________
- No end point for the payments, so a small referral turns into an indefinite liability.
- No statement or audit right, so the Partner has to take the revenue figure on trust.
- Wording that drifts into partnership or investment territory without the parties realising the legal effect.
- No treatment of refunds and chargebacks, so the Partner is paid on sales that later reversed.
- Ignoring tax, when the share may carry its own tax and withholding consequences. ## Keeping revenue share deals straight across partners One revenue share agreement is simple. A business that runs them with many affiliates, referrers and partners ends up with a web of different percentages, revenue definitions, durations and payment dates. The work that outlasts signing any one of them is keeping track of which partner is on which terms, what is due this period, and whether a tail obligation is still running after a deal ended. That is the same problem behind contract management in general: drafting from a clear template, catching a clause that commits you indefinitely, editing a term in plain language across many agreements, and tracking the dates and obligations that matter, all in one place. [Adira](https://adiralaw.com) is built around that single workspace idea for business contracts, with the deepest coverage today for Indian law and other jurisdictions being broadened. For a single arrangement the template above is enough. The point worth borrowing is that revenue share terms are easier to honour and to trust when they live together rather than scattered across signed PDFs and accounting spreadsheets.
Frequently asked questions
- What is the difference between a revenue share and a profit share?
- A revenue share is a percentage of money coming in, usually before most costs are deducted, depending on how revenue is defined. A profit share is a percentage of what is left after costs, which means the paying party's expenses affect what the other receives. Revenue share is simpler to verify because it does not depend on how costs are calculated. This is general information, not legal advice.
- Should a revenue share be on gross or net revenue?
- Either can be fair, but you must say which. Gross means the share is on total receipts. Net usually means after refunds, chargebacks, taxes and sometimes platform or payment fees. The definition clause should list exactly what is deducted before the share is calculated, because this is the single most common source of revenue share disputes.
- Can a revenue share agreement accidentally create a partnership?
- It can, depending on the structure and the law of your country. Sharing revenue or profit, along with shared control or holding the business out jointly, can lead a court to find a partnership, which brings shared liability. A well drafted agreement states clearly that it does not create a partnership, joint venture or employment, but if the substance looks like a partnership, take legal advice.
- How long should revenue share payments last?
- That is a commercial choice you must spell out. Common options are for the term of the agreement, for the life of each customer introduced, or for a fixed number of months per customer. A referral partner and the company often assume very different answers, so the duration and any tail period after termination should be stated explicitly.
- Do revenue share payments need an audit clause?
- They do not have to, but one is wise. Because the receiving party is paid a share of revenue it cannot see directly, a requirement for regular statements showing the calculation, plus a limited right to inspect records on reasonable notice, lets the partner trust the figures without constant friction.
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