PRPA Template
Project-Based Revenue Participation Agreement
This is a template for informational purposes only. Each PRPA is customized based on deal terms set by the builder. All agreements are reviewed and e-signed by both parties before funds are released. Consult a licensed attorney before entering into any financial agreement.
PROJECT-BASED REVENUE PARTICIPATION AGREEMENT
This Project-Based Revenue Participation Agreement ("Agreement") is entered into as of [Effective Date], by and between:
Builder: [Builder Legal Name], an individual / entity located at [Address]
Participant ("Backer"): [Backer Legal Name], an individual / entity located at [Address]
Collectively referred to as the "Parties."
1. Definitions
- "Project" — The specific product, service, or business venture described as: [Project Name & Description]
- "Participation Amount" — The total capital contributed by the Backer: $[Amount]
- "Revenue Share Percentage" — The percentage of Project Gross Revenue allocated to all Backers collectively: [X]%
- "Return Cap" — The maximum total amount payable to the Backer: [X]x of the Participation Amount (i.e., $[Cap Amount])
- "Term" — The duration of this Agreement: [X] years from the Effective Date
- "Project Gross Revenue" — All revenue generated directly by the Project, verified through the Platform's integrated revenue verification system (Plaid), before operating expenses
2. Participation
The Backer agrees to contribute the Participation Amount to the Builder through the BackHumans platform. Funds will be held in escrow by the Platform's payment partner until the Builder's total raise target is met. If the raise target is not met within the fundraising window, all funds are returned to the Backer.
3. Revenue Sharing
Beginning on the first full month after capital is released to the Builder:
- The Builder shall allocate the Revenue Share Percentage of Project Gross Revenue to be distributed among all Backers proportional to their Participation Amounts
- Distributions are calculated and processed monthly through the Platform
- Revenue is verified through the Platform's integrated verification system
- If Project Gross Revenue in any month is $0, no distribution is owed for that month
4. Return Cap & Termination
This Agreement terminates upon the earliest of:
- The Backer has received total distributions equal to the Return Cap
- The Term expires
- Mutual written agreement of the Parties
Upon termination, the Builder has no further obligation to make distributions to the Backer under this Agreement, regardless of ongoing Project revenue.
5. No Equity or Ownership
This Agreement does not grant the Backer any equity, ownership interest, voting rights, board representation, or management authority in the Builder's business or the Project. The Backer's rights are strictly limited to receiving revenue distributions as described herein.
6. Builder Obligations
- Use the Participation Amount for the purposes described in the Project listing
- Maintain accurate revenue records and connect revenue verification through the Platform
- Provide monthly revenue reports through the Platform
- Not materially alter the Project's scope without notifying Backers through the Platform
- Operate the Project in good faith
7. Platform Role
BackHumans (Rizq Labs AI LLC) serves as a facilitator and is not a party to this Agreement. The Platform provides escrow services, revenue verification, distribution processing, and dispute mediation. The Platform charges fees as disclosed in its Terms of Service.
8. Risk Acknowledgment
The Backer acknowledges that participation involves risk. The Project may not generate sufficient revenue to reach the Return Cap. The Backer may receive less than the Participation Amount. Past performance of the Builder does not guarantee future results. The Backer has conducted their own due diligence.
9. Dispute Resolution
Any disputes arising from this Agreement shall first be submitted to the Platform's mediation process. If unresolved, disputes shall be settled by binding arbitration in Orange County, Florida, under the rules of the American Arbitration Association.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.
Signatures
Builder
Name: [Builder Name]
Date: [Date]
Backer
Name: [Backer Name]
Date: [Date]