Revenue Sharing Agreement (New Zealand)

A Revenue Sharing Agreement in New Zealand records a corporate governance arrangement and the obligations of the company and its officers, consistent with the Credit Contracts and Consumer Finance Act 2003.

In New Zealand, Revenue Sharing Agreements are governed by the Contract and Commercial Law Act 2017 (CCLA), which consolidates the general principles of contract law applicable to commercial arrangements. The CCLA provides the legal framework for the formation, interpretation, performance, variation, and remedies for breach of commercial contracts including revenue sharing arrangements.

A Revenue Sharing Agreement differs from a Profit Sharing Agreement in one key respect: the share is calculated on revenue (before costs) rather than net profit (after costs). This means the revenue share recipient does not bear any of the business's operating costs, overheads, or risks — they receive a fixed percentage of money coming in, regardless of whether the business is profitable. This makes revenue sharing simpler and more predictable for the recipient, but potentially more costly for the revenue-generating party when margins are thin.

Revenue Sharing Agreements are commonly used in: software-as-a-service (SaaS) and technology partnerships; referral and affiliate marketing arrangements; distribution and reseller relationships; franchise and licensing arrangements; property development and investment structures; and media and content licensing deals.

In New Zealand, several important regulatory considerations apply depending on the industry. Where the revenue-sharing arrangement involves financial products, the Financial Markets Conduct Act 2013 (FMCA) may require the parties to hold a Financial Service Provider registration under the Financial Service Providers (Registration and Dispute Resolution) Act 2008. For arrangements involving consumer credit products, the Credit Contracts and Consumer Finance Act 2003 (CCCFA) imposes specific disclosure and responsible lending obligations. Revenue sharing arrangements in the insurance sector may require authorisation from the Financial Markets Authority.

GST treatment under the Goods and Services Tax Act 1985 must be carefully considered. If Party B is making a taxable supply of services in exchange for the revenue share, GST at 15% applies. The parties should confirm their GST registration status with Inland Revenue and agree upfront whether the revenue share percentage is inclusive or exclusive of GST.

Record-keeping obligations under the Tax Administration Act 1994 require both parties to retain financial records related to the revenue sharing arrangement for a minimum of seven years. Companies registered under the Companies Act 1993 must also require that revenue sharing payments are accurately reflected in their financial statements prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP) as issued by the External Reporting Board (XRB).

Under New Zealand law, Section 9 of the Contract and Commercial Law Act 2017 governs contract interpretation, Section 14 of the Fair Trading Act 1986 prohibits misleading representations, and Section 8 of the Arbitration Act 1996 provides the framework for commercial arbitration of disputes. Regulatory oversight falls under Companies Office, Inland Revenue, and the Financial Markets Authority. Disputes are resolved through arbitration under the Arbitration Act 1996 or through the High Court of New Zealand. The forms-legal.com Revenue Sharing Agreement (New Zealand) provides a thorough, ready-to-use template that meets all applicable New Zealand legal requirements.

You need a New Zealand Revenue Sharing Agreement whenever Party A generates revenue from a defined business activity and agrees to share a percentage of that revenue with Party B in exchange for Party B's contribution — whether that is customer introductions, distribution services, technology, capital, or other resources.

Common situations where a Revenue Sharing Agreement is essential include: a software company sharing subscription revenue with a channel partner who resells its software to customers in New Zealand or Australia; a media company paying a content creator a percentage of advertising revenue generated by the creator's content; a property development company sharing sales revenue with a marketing agent who secures buyers; a SaaS platform sharing monthly recurring revenue with a technology integration partner whose product drives customer acquisition; an e-commerce retailer sharing revenue with an affiliate partner who refers purchasing customers; and an investor receiving a revenue share from a business in lieu of (or in addition to) equity.

A Revenue Sharing Agreement is particularly important when the arrangement is ongoing and recurring — meaning revenue share payments will continue for months or years — because a clear written agreement protects both parties from disputes about calculation methodology, payment timing, and what happens when the relationship ends.

Without a written Revenue Sharing Agreement, the parties risk significant legal uncertainty: Is the arrangement a partnership? Are the payments GST-inclusive or exclusive? What happens to revenue from customers introduced before termination? These questions are best resolved upfront in a clear commercial contract.

A legally sound New Zealand Revenue Sharing Agreement should include the following key elements to be effective and enforceable under the Contract and Commercial Law Act 2017 (CCLA):

**Party identification.** Full legal names, registered addresses, and New Zealand Business Numbers (NZBN — 13 digits) for all corporate parties. The NZBN uniquely identifies all New Zealand businesses registered on the Companies Register or Business Register.

**Revenue-generating activity description.** A precise description of the products, services, customers, or transactions that generate the qualifying revenue to be shared, and any clear exclusions (such as existing customers, refunds, or GST).

**Definition of qualifying revenue.** The specific definition of what counts as qualifying revenue for sharing purposes, including any deductions applied before the share percentage is calculated.

**Revenue share rate.** The percentage of qualifying revenue payable to Party B, and any minimum guaranteed payment applicable in periods of low revenue.

**Payment terms.** The frequency of payments (monthly, quarterly, or half-yearly), the number of days after each period end within which payment must be made, and the payment method (electronic bank transfer in NZD).

**Reporting obligations.** Party A's obligation to provide regular revenue statements to Party B, including the content and timing of those statements.

**Audit rights.** Party B's right to inspect and audit Party A's revenue records, including notice requirements, frequency, cost allocation, and record retention periods (minimum 7 years).

**GST provisions.** Clear specification of whether the revenue share percentage is inclusive or exclusive of GST, and which party is responsible for issuing GST tax invoices under the Goods and Services Tax Act 1985.

**Post-termination tail period.** The period after termination during which Party B continues to receive revenue share for customers or transactions introduced before termination.

**Dispute resolution.** A tiered process of negotiation, mediation, and arbitration (under the Arbitration Act 1996) or court proceedings in the High Court of New Zealand or District Court of New Zealand.

**Confidentiality.** Both parties' obligation to keep the terms of the revenue sharing arrangement and all financial information confidential. This is particularly important where the revenue share rate or the definition of qualifying revenue could give a competitor insight into the business's commercial strategy.

**Intellectual property.** Clarification that the revenue sharing arrangement does not transfer any intellectual property rights between the parties. If Party B requires access to Party A's brand, trade marks, or software to perform their obligations, any such licence should be granted separately and clearly scoped.

**Assignment.** Whether either party can assign its rights or obligations under the agreement to a related company or third party without the other's consent. For New Zealand companies registered under the Companies Act 1993, assignment is particularly relevant in the context of a business sale or restructure.

**Governing law.** The laws of New Zealand, including the Contract and Commercial Law Act 2017 and the Goods and Services Tax Act 1985, govern the agreement. Under New Zealand law, Section 9 of the Contract and Commercial Law Act 2017 governs interpretation of commercial contracts, Section 5 of the Arbitration Act 1996 defines the scope of arbitration agreements, and Section 20 of the Tax Administration Act 1994 requires retention of records for seven years. Regulatory oversight falls under Companies Office (for corporate parties), Inland Revenue (GST and income tax), and the Financial Markets Authority where the arrangement involves regulated financial services. The forms-legal.com Revenue Sharing Agreement (New Zealand) provides a ready-to-use, legally sound template that covers all essential elements required under New Zealand law, including compliance with the Contract and Commercial Law Act 2017, the Goods and Services Tax Act 1985, the Tax Administration Act 1994, and the Arbitration Act 1996.