NFT Creator Royalty Agreement

NFT CREATOR ROYALTY AGREEMENT

Agreement Date: [DATE]

Agreement Number: [ROYALTY-XXXX-XXXX]

PARTIES

CREATOR:

• Legal Name: [CREATOR LEGAL NAME] (the "Creator")
• Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership
• Address: [ADDRESS]
• Email: [EMAIL]
• Primary Wallet Address: [WALLET ADDRESS]
• Royalty Receiving Wallet: [WALLET ADDRESS]

PLATFORM/MARKETPLACE:

• Legal Name: [PLATFORM LEGAL NAME] (the "Platform")
• Address: [ADDRESS]
• Contact: [EMAIL]
• Website: [URL]

COLLABORATOR(S) (if applicable):
| Name | Role | Wallet Address | Royalty Split % |
|------|------|----------------|-----------------|
| [NAME] | [ROLE] | [ADDRESS] | [%] |
| [NAME] | [ROLE] | [ADDRESS] | [%] |
| [NAME] | [ROLE] | [ADDRESS] | [%] |

RECITALS

WHEREAS, Creator has created or will create digital artwork, media, or content to be minted as non-fungible tokens (NFTs);

WHEREAS, Creator desires to establish terms for receiving royalties on secondary sales of such NFTs;

WHEREAS, Platform operates a marketplace facilitating the sale and resale of NFTs;

WHEREAS, the parties wish to memorialize the royalty arrangements applicable to Creator's NFTs;

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Blockchain" means the distributed ledger technology on which the NFTs are recorded, including but not limited to Ethereum, Polygon, Solana, and other compatible networks.

1.2 "Collection" means the group of NFTs created by Creator and identified as [COLLECTION NAME], with contract address [CONTRACT ADDRESS].

1.3 "Gross Sale Price" means the total purchase price paid by a buyer in a Secondary Sale, including any premiums but excluding Platform fees, network gas fees, and applicable taxes.

1.4 "NFT" or "NFTs" means the non-fungible tokens minted by or on behalf of Creator as part of the Collection.

1.5 "Primary Sale" means the first sale of an NFT from Creator to an initial purchaser.

1.6 "Royalty" or "Creator Royalty" means the percentage of the Gross Sale Price payable to Creator on Secondary Sales.

1.7 "Secondary Sale" means any sale, transfer for value, or exchange of an NFT that occurs after the Primary Sale.

1.8 "Smart Contract" means the blockchain smart contract governing the NFTs, located at [CONTRACT ADDRESS].

ARTICLE 2: ROYALTY TERMS

2.1 Royalty Rate

2.1.1 Creator shall receive the following royalty on all Secondary Sales:

2.1.2 The standard royalty rate for the Collection is: [PERCENTAGE]%

2.2 Royalty Calculation

2.2.1 Royalties are calculated as follows:

Royalty Amount = Gross Sale Price × Royalty Rate

Example:
Gross Sale Price: 1 ETH
Royalty Rate: 5%
Royalty Amount: 0.05 ETH

2.2.2 For sales in cryptocurrency, the royalty is calculated in the same currency as the sale.

2.2.3 For sales with multiple payment methods or mixed consideration, the royalty applies to the total fair market value of all consideration.

2.3 Minimum and Maximum Royalties

☐ Minimum Royalty: No royalty applies to sales below $[AMOUNT] / [X] ETH

☐ Maximum Royalty Cap: Royalty shall not exceed $[AMOUNT] / [X] ETH per transaction

☐ Tiered Royalties:

ARTICLE 3: ROYALTY DISTRIBUTION

3.1 Single Creator

If Creator is the sole rights holder:

Royalty Recipient: [CREATOR NAME]
Wallet Address: [WALLET ADDRESS]
Royalty Share: 100%

3.2 Multiple Collaborators

If multiple parties share royalty rights:

3.2.1 Royalty Split:

3.2.2 Distribution Method:

☐ On-Chain Split: Smart contract automatically distributes to multiple wallets

☐ Primary Recipient Distribution: All royalties paid to [PRIMARY WALLET], then distributed manually

☐ Platform-Managed Split: Platform distributes according to registered shares

☐ Third-Party Splitter: Via [SPLITTER SERVICE/CONTRACT ADDRESS]

3.3 Payment Timing

3.3.1 Royalties shall be distributed:

☐ Immediately upon sale (on-chain enforcement)
☐ Within [X] business days of sale
☐ Weekly on [DAY]
☐ Monthly by the [X]th day of following month
☐ Upon reaching minimum threshold of [AMOUNT]

3.4 Payment Method

3.4.1 Royalties shall be paid in:

☐ The same cryptocurrency as the sale
☐ ETH regardless of sale currency
☐ USDC/USDT stablecoin
☐ Fiat currency (USD) via [METHOD]
☐ Creator's choice from above options

ARTICLE 4: ENFORCEMENT MECHANISMS

4.1 On-Chain Enforcement

4.1.1 The Smart Contract implements the following royalty standards:

☐ EIP-2981 (Ethereum Royalty Standard)
☐ OpenSea Operator Filter Registry
☐ Other standard: [SPECIFY]

4.1.2 Smart Contract royalty enforcement:

☐ Mandatory: Transfers blocked without royalty payment
☐ Optional/Marketplace-Dependent: Relies on marketplace cooperation
☐ Hybrid: Some enforcement on-chain, remainder contractual

4.2 Marketplace Enforcement

4.2.1 Platform agrees to:

☐ Enforce creator royalties on all sales through Platform
☐ Display royalty rate prominently on NFT listings
☐ Withhold and remit royalties automatically
☐ Require buyers to acknowledge royalty obligations
☐ Remove listings that attempt to circumvent royalties

4.2.2 Platform royalty enforcement policy:

☐ Mandatory Enforcement: All sales must include royalty payment
☐ Optional/Suggested: Royalties displayed but buyer can opt out
☐ Minimum Enforcement: Marketplace charges minimum [X]% even if buyer opts out

4.3 Contractual Enforcement

4.3.1 Regardless of on-chain or marketplace enforcement, all parties agree that:

(a) Creator royalties are a binding contractual obligation;

(b) Purchasers of NFTs from the Collection are bound by this royalty agreement as a condition of purchase;

(c) Any transfer of an NFT that intentionally circumvents royalty payment constitutes breach of contract;

(d) Creator may pursue legal remedies against parties who circumvent royalties.

4.4 Anti-Circumvention Provisions

4.4.1 The following activities are prohibited and constitute breach of this Agreement:

☐ Selling NFTs on marketplaces that do not enforce royalties without paying royalties directly to Creator

☐ Using wrapper contracts or other technical means to avoid royalty payments

☐ Structuring transactions (e.g., nominal price sales with side payments) to minimize royalties

☐ Transferring NFTs as "gifts" followed by payment through other channels

☐ Private sales without royalty payment

4.4.2 Liquidated Damages: Any party who circumvents royalty payment shall be liable for:

☐ The unpaid royalty amount plus
☐ [X]% penalty of the sale price as liquidated damages plus
☐ Creator's reasonable attorneys' fees and costs

ARTICLE 5: PLATFORM OBLIGATIONS

5.1 Platform Responsibilities

Platform agrees to:

5.1.1 Display Creator's designated royalty rate for all NFTs in the Collection;

5.1.2 Collect royalties from buyers and remit to Creator according to Section 3.3;

5.1.3 Provide Creator with transaction reports including:

• Date and time of each sale
• Sale price and currency
• Buyer wallet address
• Royalty amount calculated
• Royalty amount paid
• Transaction hash

5.1.4 Maintain records of all sales and royalty payments for [X] years;

5.1.5 Notify Creator of any disputes regarding royalty payments within [X] business days.

5.2 Platform Fees

5.2.1 Platform fees and Creator royalties are:

☐ Separate: Platform fee + Creator royalty (buyer pays both)
☐ Creator royalty deducted from Platform fee: Platform fee is [X]%, of which [Y]% goes to Creator
☐ Other arrangement: [SPECIFY]

5.2.2 Platform fee structure:

5.3 Reporting

5.3.1 Platform shall provide Creator with:

☐ Real-time transaction notifications
☐ Daily sales summary
☐ Weekly royalty report
☐ Monthly detailed report
☐ Annual tax documentation (Form 1099 or equivalent)

ARTICLE 6: CREATOR OBLIGATIONS

6.1 Creator Responsibilities

Creator agrees to:

6.1.1 Provide accurate wallet address(es) for royalty receipt;

6.1.2 Update Platform promptly of any changes to wallet addresses or collaborator splits;

6.1.3 Maintain appropriate records for tax purposes;

6.1.4 Not modify the Smart Contract royalty settings without notice to Platform;

6.1.5 Respond to Platform inquiries regarding royalty disputes within [X] business days;

6.1.6 Indemnify Platform against claims arising from royalty distribution disputes among collaborators.

6.2 Tax Obligations

6.2.1 Creator acknowledges that royalty income is taxable and agrees to:

☐ Provide necessary tax identification information to Platform
☐ Report all royalty income to appropriate tax authorities
☐ Be solely responsible for all taxes on royalty income

6.2.2 Platform may withhold taxes as required by law.

ARTICLE 7: COLLABORATOR ARRANGEMENTS

7.1 Collaborator Agreement

If multiple collaborators share royalties, all collaborators agree:

7.1.1 The royalty split set forth in Section 3.2 is binding on all collaborators;

7.1.2 Changes to the split require unanimous written consent of all collaborators;

7.1.3 Disputes among collaborators shall not affect Platform's obligation to distribute royalties according to the registered split;

7.1.4 Each collaborator is responsible for their own taxes on their share.

7.2 Lead Creator Designation

7.2.1 [LEAD CREATOR NAME] is designated as the Lead Creator with authority to:

☐ Communicate with Platform on behalf of all collaborators
☐ Approve changes to Collection metadata
☐ Receive all royalties for distribution to collaborators
☐ Resolve minor disputes regarding royalty distribution
☐ Other: [SPECIFY]

7.2.2 Lead Creator designation may be changed only by written agreement of all collaborators.

7.3 Departure of Collaborator

If a collaborator departs or dies:

☐ Their royalty share continues to their designated wallet/estate
☐ Their royalty share is redistributed among remaining collaborators
☐ Other: [SPECIFY]

ARTICLE 8: TERM AND MODIFICATION

8.1 Term

8.1.1 This Agreement shall remain in effect:

☐ Perpetually: For as long as NFTs from the Collection exist
☐ Fixed Term: Until [DATE], renewable by mutual agreement
☐ Until Event: Until [SPECIFIED EVENT]

8.2 Modification of Royalty Rate

8.2.1 The royalty rate may be modified:

☐ By Creator unilaterally (for future sales only)
☐ By mutual agreement of Creator and Platform
☐ According to Smart Contract governance mechanisms
☐ Not modifiable

8.2.2 Any modification:

• Applies only to sales occurring after the effective date of modification
• Requires [X] days advance notice
• Must be recorded in updated Smart Contract metadata (if applicable)

8.3 Termination

8.3.1 This Agreement may be terminated:

(a) By mutual written agreement of the parties;

(b) By Creator if Platform materially breaches and fails to cure within [30] days;

(c) By Platform if Creator materially breaches and fails to cure within [30] days;

(d) Automatically if Platform ceases operations.

8.3.2 Upon termination:

• Accrued but unpaid royalties remain due
• Creator may designate alternative enforcement mechanisms
• Platform shall provide final accounting within [30] days

ARTICLE 9: REPRESENTATIONS AND WARRANTIES

9.1 Creator Representations

Creator represents and warrants that:

(a) Creator owns or has rights to all intellectual property in the Collection;

(b) Creator has authority to establish royalty terms for the Collection;

(c) The royalty split accurately reflects agreements among all rights holders;

(d) Creator has not granted conflicting royalty rights to third parties;

(e) All collaborator information is accurate and authorized.

9.2 Platform Representations

Platform represents and warrants that:

(a) Platform has authority to enter into this Agreement;

(b) Platform has the technical capability to enforce and distribute royalties as described;

(c) Platform will comply with applicable laws regarding royalty collection and payment.

ARTICLE 10: INDEMNIFICATION

10.1 Creator Indemnification

Creator shall indemnify and hold harmless Platform from claims arising from:

(a) Intellectual property disputes regarding the Collection;

(b) Disputes among collaborators regarding royalty splits;

(c) Creator's breach of representations and warranties.

10.2 Platform Indemnification

Platform shall indemnify and hold harmless Creator from claims arising from:

(a) Platform's failure to collect or remit royalties properly;

(b) Platform's breach of this Agreement;

(c) Security breaches resulting in loss of royalty payments held by Platform.

ARTICLE 11: LIMITATION OF LIABILITY

11.1 Platform Liability Cap

Platform's total liability for failure to collect or distribute royalties shall not exceed the total royalties that should have been paid in the [12] months preceding the claim.

11.2 Exclusion of Consequential Damages

Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages.

11.3 Force Majeure

Neither party shall be liable for failures caused by circumstances beyond reasonable control, including blockchain network failures, smart contract bugs, and regulatory actions.

ARTICLE 12: DISPUTE RESOLUTION

12.1 Governing Law

This Agreement shall be governed by the laws of [STATE/JURISDICTION].

12.2 Disputes Between Creator and Platform

☐ Arbitration: Binding arbitration under [AAA/JAMS] rules in [LOCATION]
☐ Litigation: Courts of [JURISDICTION]

12.3 Disputes Among Collaborators

Disputes among collaborators regarding royalty splits shall be resolved:

☐ By binding decision of Lead Creator
☐ By mediation followed by arbitration
☐ In courts of [JURISDICTION]

ARTICLE 13: GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement constitutes the entire agreement regarding royalty arrangements for the Collection.

13.2 Severability

If any provision is invalid, the remaining provisions continue in effect.

13.3 Waiver

Failure to enforce any provision does not waive the right to enforce it later.

13.4 Assignment

Creator may not assign royalty rights without Platform consent, except to an entity controlled by Creator or in connection with sale of Creator's business.

13.5 Notices

Notices shall be sent to the addresses above or as updated in writing.

13.6 Counterparts

This Agreement may be executed electronically in counterparts.

SIGNATURES

CREATOR:

Signature: _________________________________

Name: [NAME]

Date: [DATE]

Wallet Address: [ADDRESS]

PLATFORM:

Signature: _________________________________

Name: [NAME]

Title: [TITLE]

Date: [DATE]

COLLABORATORS (if applicable):

Signature: _________________________________
Name: [NAME]
Date: [DATE]
Wallet Address: [ADDRESS]

Signature: _________________________________
Name: [NAME]
Date: [DATE]
Wallet Address: [ADDRESS]

EXHIBIT A: COLLECTION DETAILS

A.1 Collection Information

A.2 Royalty Implementation

On-Chain Royalty Code:

// EIP-2981 Implementation (example)
function royaltyInfo(uint256 tokenId, uint256 salePrice)
    external
    view
    returns (address receiver, uint256 royaltyAmount)
{
    return (royaltyRecipient, (salePrice * royaltyPercentage) / 10000);
}

EXHIBIT B: ROYALTY PAYMENT SCHEDULE

B.1 Historical Payments

B.2 Payment Verification

Creator may verify royalty payments by:

• Checking Blockchain transaction records
• Accessing Platform dashboard at [URL]
• Requesting detailed reports from Platform

REGULATORY AND LEGAL NOTICES

TAX NOTICE: Royalty income from NFT sales is generally taxable. In the United States, NFT royalties are typically reported as ordinary income. Platform may issue Form 1099-MISC, Form 1099-NEC, or Form 1099-DA depending on circumstances. Creator should consult a tax professional.

INTERNATIONAL CONSIDERATIONS: If Creator or Platform is located outside the United States, additional tax treaties and reporting requirements may apply. Value Added Tax (VAT) or Goods and Services Tax (GST) may apply in certain jurisdictions.

SECURITIES NOTICE: Depending on the structure and marketing of NFTs, royalty arrangements may implicate securities laws. This Agreement does not constitute a security offering.

MARKETPLACE VARIABILITY: The enforceability of creator royalties varies by marketplace. Some marketplaces have made royalties optional. Creator should monitor marketplace policies and consider smart contract enforcement mechanisms.

This template is provided for informational purposes only and should be reviewed and customized by qualified legal counsel familiar with NFT royalty structures and intellectual property law in your jurisdiction.