target-revenue/specs/TargetRevenueCommercialUseAgreement-V1C1.md

Target Revenue Commercial Use Agreement

Version 1.0, Candidate 1 (V1C1)

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PRELIMINARY CANDIDATE — SUBJECT TO CHANGE — NOT FINAL — DO NOT USE FOR PRODUCTION SOFTWARE OR REAL COMMERCIAL TRANSACTIONS

This is the first working candidate of the Target Revenue Commercial Use Agreement ("Agreement"), the companion contract that specs/TargetRevenueSourceLicense-V1C1.md ("License") repeatedly refers to but does not itself draft. It is written as operative agreement text so it can be read and tested against real scenarios — not as a final, legally binding, or production-ready document.

Unlike the License, this Agreement was drafted without a dedicated prior-art research pass (workplans/TREV-WP-0001-license-prior-art-research.md covered license models, terminology, patents, contributor rights, and jurisdiction constraints — not commercial-agreement drafting norms such as audit-rights scope, liability caps, or indemnification conventions). It draws on specs/TargetRevenueLicenseConcept.md §21.2's requirement list and general commercial-contract convention, not a survey of comparable agreements. Treat every substantive clause as more provisional than the License's, not less.

Before any candidate of this Agreement can become an official Version 1.0 template:

1. it must pass specialist legal review in every jurisdiction where it will be used;
2. every item listed in Appendix A — Candidate Notes below must be resolved or explicitly and knowingly accepted by the Licensor;
3. a human maintainer must explicitly accept it, per CONTRIBUTING.md's human-decision-gate policy.

Bracketed placeholders (e.g. [Customer Legal Name], [Governing Law/Venue]) are normal template blanks to be filled in per deployment; they are distinct from the substantive open items tracked in Appendix A.

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Preamble

This Agreement is entered into between the Licensor and the Customer identified below, and grants Customer a Commercial Entitlement to make Commercial Use of the Software under Section 3 of the License, for the Governed Phase(s) listed in Exhibit A, subject to the fees, allocation, and other terms below.

This Agreement does not grant any rights under the License itself — the License grants those rights; this Agreement is the precondition (a valid Commercial Entitlement) that Section 3 of the License requires before Commercial Use is permitted. Capitalized terms not defined in this Agreement have the meanings given in the License and the applicable Phase Manifest.

Licensor: [Licensor Legal Name] Customer: [Customer Legal Name] Effective Date: [Date]

1. Definitions

In addition to terms incorporated from the License:

"Affiliate" means, with respect to a party, any entity that controls, is controlled by, or is under common control with that party. [Candidate note: precise control test (voting equity threshold, etc.) is a standard commercial-contract blank, flagged in Appendix A item 7.]

"Agreement" means this Target Revenue Commercial Use Agreement, including its Exhibits.

"Customer Affiliate Scope" means the Affiliates, if any, listed in Exhibit A as covered by Customer's Commercial Entitlement.

"Exhibit" means an attachment to this Agreement, incorporated by reference, which may be updated by mutual written agreement without amending the body of this Agreement.

"Fee" means the amount(s) payable by Customer under Exhibit A.

"Governed Phase(s)" means the Phase(s) identified in Exhibit A to which Customer's Commercial Entitlement applies.

2. Grant of Commercial Entitlement

Subject to Customer's payment of the applicable Fees and compliance with this Agreement, the Licensor grants Customer, and Customer's Affiliates within the Customer Affiliate Scope, a Commercial Entitlement to make Commercial Use of the Software for the Governed Phase(s), for the term of this Agreement.

This Commercial Entitlement does not extend to any Phase not listed in Exhibit A. If the Licensor declares a subsequent Phase, Customer's Commercial Entitlement for that later Phase requires a new or amended Exhibit A, not automatic extension of this Agreement.

3. Fees, Payment, and Development Credit Allocation

3.1 Fees. Customer shall pay the Fees set out in Exhibit A, in the currency specified there, which must match the Governed Phase's native currency per the Phase Manifest (License §1, Target Ledger Specification §7).

3.2 Explicit allocation. For each payment made under this Agreement, Exhibit A states the portion, if any, allocated as Development Credit toward the Governed Phase's Initial Target, and the applicable Monetization Extension(s) (Exhibit B) governing that allocation. No payment under this Agreement creates Development Credit except as explicitly stated in Exhibit A — this Agreement does not permit the Licensor or Customer to infer an allocation from the Fee amount, payment label, or any other implicit signal (License Concept Rule 2).

3.3 Recognition. Development Credit and Remission Credit arising from payments under this Agreement are recognized only upon Settled Payment (working default: specs/OpenQuestions-WorkingDefaults.md Q10), consistent with the applicable Monetization Extension's recognition.event field.

3.4 Taxes. Fees are exclusive of applicable taxes, which Customer is responsible for except taxes on the Licensor's net income.

3.5 Late payment. [Candidate note: interest rate / late fee for overdue payment is a standard commercial blank, flagged in Appendix A item 7.]

4. Applicable Monetization Extension(s)

The Fees under this Agreement are priced and allocated according to the Monetization Extension(s) identified in Exhibit B (e.g., trsl:extension:development-license, trsl:extension:cost-plus-operations), each conforming to the extension contract in specs/MonetizationExtensionSpecification.md §2. Where Exhibit B identifies more than one extension applying to a single payment, Exhibit A states the split between them.

5. Metering and Reporting

Where a Monetization Extension in Exhibit B prices Customer's use on a metered or usage basis, Customer shall report usage to the Licensor on the schedule stated in Exhibit A, and the Licensor may rely on that report absent grounds to dispute it under Section 6.

6. Audit Rights

The Licensor may, no more than once in any twelve (12) month period absent reasonable grounds to believe this Agreement has been breached, audit Customer's records solely to verify compliance with the Commercial Use restriction (License §3) and the Fee and allocation terms of this Agreement, on at least thirty (30) days' written notice and during Customer's normal business hours. Audit findings are Confidential Information of Customer under Section 10. [Candidate note: audit scope, frequency, and cost-allocation (who pays for the audit, and on what findings) follow common commercial-license convention but are not grounded in dedicated research — flagged in Appendix A item 2.]

7. Term, Renewal, and Termination

7.1 Term. This Agreement begins on the Effective Date and continues for the term stated in Exhibit A, unless terminated earlier under this Section 7.

7.2 Termination for breach. Either party may terminate this Agreement for the other's uncured material breach, following the notice-and-cure process in License §7.2 where the breach is also a breach of the License, or on thirty (30) days' written notice and opportunity to cure for a breach of this Agreement that is not itself a License breach (e.g., nonpayment).

7.3 Effect of termination. Termination of this Agreement terminates Customer's Commercial Entitlement for the Governed Phase(s) as of the termination date. It does not: (a) revoke any rights already granted under License §5 (Automatic Conversion) for a Milestone Release whose Conversion Event has already occurred, per License §5.2; or (b) affect Customer's rights under License §2 (Noncommercial Use), which this Agreement neither grants nor limits.

7.4 Survival. Sections 6 (Audit Rights, solely as to the 12 months preceding termination), 9 (Public Conformity Record), 10 (Confidentiality), 11 (Data Protection), 14 (Limitation of Liability), and 18 (Governing Law) survive termination.

8. [Reserved — Support]

[Candidate note: support/SLA terms are commonly bundled into a Commercial Use Agreement in practice but are, per License Concept §21.3, properly part of a separate Operations and Service Agreement. This section is reserved as a placeholder for projects that choose to bundle support terms here rather than in a separate agreement; see Exhibit C. Flagged in Appendix A item 8.]

9. Public Conformity Record; Breach Disclosure Election

9.1 Background. License §7.4 requires the Licensor to cause the Trust Service to publish certain breach, cure, and termination facts as a public conformity record for the Governed Phase(s), distinguishing "alleged" from "determined." Absent an election under this Section 9, that record identifies the breach by Phase and category only, without naming Customer (License §7.4).

9.2 Election. Customer elects, by checking the applicable option in Exhibit A: (a) anonymized record only (the License's default); or (b) named record, under which a breach by Customer recorded as "determined" under License §7.4 identifies Customer by name in the public conformity record. An election under this Section applies only to Customer's own breaches under this Agreement and does not affect any other party's election.

9.3 Pre-publication notice. Where Customer has elected named disclosure under Section 9.2(b), the Licensor shall give Customer at least ten (10) business days' written notice before a "determined" breach record naming Customer is published, during which Customer may dispute the determination under Section 6 or by written objection stating the grounds for dispute; a timely, good-faith dispute holds the record at "alleged" status pending resolution.

9.4 Data protection. Where Customer is an individual or sole proprietor, any named disclosure under this Section 9 is additionally subject to Section 11 (Data Protection), and the Licensor shall not publish personal data beyond what is reasonably necessary for the conformity record's stated purpose.

9.5 No retroactive change. An election under Section 9.2 applies prospectively only; changing the election does not alter the disclosure treatment of a breach already published under the prior election.

[Candidate note: the election mechanism (opt-in to named disclosure, with pre-publication notice and dispute window) is a first-pass design intended to satisfy the informed-consent goal behind routing this policy into the Agreement (License §7.4, Appendix A item 10) — it has not been legally reviewed. Flagged in Appendix A item 6.]

10. Confidentiality

Each party shall protect the other's Confidential Information disclosed under this Agreement with at least reasonable care, and use it only to perform this Agreement. Confidential Information does not include information that: is or becomes public without breach of this Agreement; was already known to the receiving party without confidentiality obligation; or is independently developed without use of the disclosing party's Confidential Information. This Section 10 does not restrict publication of the conformity record described in Section 9 to the extent that record is published consistently with Section 9's terms — Section 9 is the specific, controlling provision for that disclosure, and this general confidentiality clause does not narrow it.

11. Data Protection

Where Customer is an individual, sole proprietor, or otherwise within the scope of applicable data-protection law (e.g., the EU/UK GDPR) with respect to information processed under this Agreement, the parties shall enter into any data-processing terms required by applicable law before such processing begins. [Candidate note: this section is a placeholder acknowledging the obligation exists; it does not contain operative data-processing terms (processor obligations, sub-processor rules, international transfer mechanisms). Flagged in Appendix A item 5 as requiring dedicated legal drafting, likely as a separate Data Processing Addendum rather than inline text.]

12. Warranty Disclaimer

THE SOFTWARE IS PROVIDED UNDER THE LICENSE, INCLUDING ITS WARRANTY DISCLAIMER (LICENSE §8). THIS AGREEMENT ADDS NO ADDITIONAL WARRANTY REGARDING THE SOFTWARE ITSELF. [Candidate note: if this Agreement bundles support/services (Section 8, Exhibit C), a services-specific warranty (or disclaimer) is a standard addition, not yet drafted — flagged in Appendix A item 8.]

13. Indemnification

[Candidate note: a mutual or one-way IP-infringement indemnification clause is common in commercial software agreements but carries significant, deployment-specific legal and financial exposure. Deliberately left as a placeholder rather than drafted with a plausible-sounding default, because an indemnification clause is one of the few provisions in this Agreement where a wrong first guess is worse than an honest gap. Flagged in Appendix A item 4 as the highest-priority item in this document.]

14. Limitation of Liability

EXCEPT FOR BREACH OF SECTION 10 (CONFIDENTIALITY) OR AMOUNTS OWED UNDER SECTION 3 (FEES), NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. [Candidate note: the fees-paid-in-12-months cap is a common commercial-contract default, not verified against the specific jurisdictions in scope — flagged in Appendix A item 3.]

15. Assignment

Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations under this Agreement.

16. Notices

Notices under this Agreement must be in writing and delivered to the addresses stated in Exhibit A (or such other address as a party designates by notice under this Section).

17. Order of Precedence

In the event of conflict, the following order of precedence governs: (1) the applicable Phase Manifest, as to Phase-specific facts (Initial Target, Future License, etc.); (2) the License, as to licensing rights and the Conversion mechanism; (3) this Agreement's body; (4) this Agreement's Exhibits. [Candidate note: this ordering is logically consistent with the framework's license/Trust-Service separation (License establishes rights, Phase Manifest establishes Phase-specific facts, this Agreement establishes commercial terms) but has not been reviewed for cross-jurisdictional enforceability of incorporation-by-reference. Flagged in Appendix A item 7.]

18. Governing Law and Venue

[To be specified per deployment; see Appendix A item 1 — this is the same open jurisdiction-selection question as License §11.1, and the two should be resolved together, not independently, since a Phase's License and Commercial Use Agreement should ordinarily share a governing law.]

19. Miscellaneous

19.1 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

19.2 No waiver. Failure to enforce any provision of this Agreement is not a waiver of future enforcement of that or any other provision.

19.3 Relationship of parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.

19.4 Counterparts. This Agreement may be executed in counterparts, including electronically, each of which is deemed an original.

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Exhibit A — Governed Phase(s), Fee Schedule, and Elections

Field	Value
Governed Phase(s) (Phase URN)	[trsl:phase:...]
Fee	[amount]
Currency	[ISO 4217 code, matching the Phase's native currency]
Payment schedule	[e.g., due on Effective Date; net 30; monthly]
Development Credit allocation	[amount or percentage of Fee, per Section 3.2]
Applicable Monetization Extension(s)	[see Exhibit B]
Metering/reporting schedule (if applicable)	[e.g., monthly usage report]
Customer Affiliate Scope	[list, or "none"]
Term	[e.g., 12 months from Effective Date, auto-renewing]
Breach disclosure election (License §7.4 / Section 9.2)	☐ Anonymized record only (default)    ☐ Named record
Notice addresses	[Licensor address] / [Customer address]

Exhibit B — Applicable Monetization Extension(s)

List each Monetization Extension governing this Agreement's Fees, by reference to its registered or canonical definition under specs/MonetizationExtensionSpecification.md:

extensions:
  - id: trsl:extension:development-license
    version: "1.0"
    applies_to: "[which portion of the Fee, if split across extensions]"

Exhibit C — Support Terms (Optional)

[Reserved. If the parties bundle support terms into this Agreement rather than a separate Operations and Service Agreement (License Concept §21.3), state them here: response times, support channels, hours of coverage, and any service-level remedies. Not drafted in this candidate.]

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Appendix A — Candidate Notes (Non-Normative)

This appendix is not part of the operative agreement text. It tracks what must be resolved before this candidate can become an official Version 1.0 template, in rough priority order. Removing this appendix without resolving its items would not make the Agreement more final — it would just make the gaps invisible.

#	Section	Item	Status	Notes
1	§18	Governing law and venue selection	[LEGAL, OPEN]	Should be resolved jointly with License §11.1 Appendix A item 6 — a Phase's License and its Commercial Use Agreement(s) should ordinarily share a governing law. Global research and proposed resolution tracked in workplans/TREV-WP-0004-global-jurisdiction-research.md T09–T10.
2	§6	Audit rights scope, frequency, and cost allocation	[LEGAL]	Drafted from common convention, not dedicated research; no WP-0001 task covered commercial-audit norms.
3	§14	Liability cap methodology (fees-paid-in-12-months)	[LEGAL]	Common default, not verified against target jurisdictions. Per-jurisdiction enforceability tracked in workplans/TREV-WP-0004-global-jurisdiction-research.md (T01–T08 risk matrix, T10 synthesis).
4	§13	Indemnification clause — currently unwritten	[LEGAL, OPEN] — highest priority in this document	Deliberately left blank rather than guessed; a wrong default here carries real financial exposure.
5	§11	Data Protection — placeholder only, no operative processing terms	[LEGAL]	Likely needs a separate Data Processing Addendum, not inline clauses. Per-jurisdiction data-protection regimes (GDPR, PIPL, DPDP Act, POPIA, APPI, etc.) tracked in workplans/TREV-WP-0004-global-jurisdiction-research.md T01–T08.
6	§9	Breach-disclosure election mechanism (opt-in, notice period, dispute window)	[LEGAL]	First-pass design satisfying License §7.4's informed-consent goal; not legally reviewed.
7	§1, §17	Standard commercial blanks: Affiliate control test, late-payment terms, cross-jurisdictional enforceability of the incorporation-by-reference order of precedence	[LEGAL]	Routine drafting, still unresolved.
8	§8, §12	Support/services terms and any associated warranty — reserved, not drafted	[OPEN]	Depends on whether a project bundles support here or in a separate Operations and Service Agreement.
9	(all)	No dedicated prior-art research task covered commercial-agreement drafting norms	[OPEN]	Unlike the License, this Agreement has no history/260729-TRSL-* research counterpart. Recommend a future research pass (e.g., surveying comparable dual-license commercial agreements) if deeper grounding is wanted before V1.0.
10	(all)	Full specialist legal review in every jurisdiction of intended use	[LEGAL]	Same requirement as License Appendix A item 9.

Promotion path: per SCOPE.md §4 and CONTRIBUTING.md's human-decision-gate policy, this candidate requires explicit human acceptance before being treated as adequate briefing material for counsel, and specialist legal sign-off on every item above before any candidate may be published as an official Version 1.0 template.