A well drafted license or distribution contract clarifies roles, protects intellectual property, and sets performance expectations. It helps secure revenue through royalties or fees while allowing scalable growth. Properly drafted agreements reduce litigation risk and provide remedies for breach, non performance, or counterfeit goods.
Better risk allocation reduces litigation exposure and provides clear remedies in case of breach non performance or disputes, helping partners recover and maintain momentum. It also supports predictable cash flow and easier renewals.
We focus on clear contract language practical negotiation strategies and thorough risk assessment to help you protect IP and optimize distribution arrangements. Our approach emphasizes collaboration and results that support your commercial goals.
We help with renewals performance tracking and updates to reflect market and regulatory changes across partners.
A licensing agreement defines rights to use intellectual property under specific terms including territory and field of use. It sets obligations for both parties and often includes reporting and royalty provisions. The contract should also specify remedies for breach and procedures for renewal or termination. Clarity here prevents disputes later on.
A distribution agreement governs how products reach markets through selected channels and regions. It covers exclusivity or non exclusivity, marketing responsibilities, pricing, and performance standards. It also outlines logistics, inventory management, and remedies for failures in supply or quality control. Proper drafting supports smooth channel operations.
Registration requirements depend on the product type and jurisdiction. In many cases licensing and distribution contracts do not require separate filing, but they may require compliance with export controls, antitrust rules, and consumer protection laws. Always verify relevant regulatory obligations during contract drafting.
Royalties are commonly calculated as a percentage of net sales or as a fixed fee per unit. Some agreements blend both models and may include minimums, audit rights, and payment schedules. Clear royalty definitions prevent disputes and support reliable revenue forecasting.
Remedies for breach typically include cure periods, termination rights, acceleration of payments, and damages or injunctive relief. The contract should specify notice requirements and the process for addressing breaches to minimize disruption and preserve business relationships.
Termination can be allowed for cause or convenience under defined conditions. Early termination often triggers wind down obligations, transition assistance, and the handling of outstanding orders or royalties. Mutual termination clauses help both sides exit gracefully when goals are no longer aligned.
The duration of licensing agreements varies by deal but often ranges from multiple years with renewal options. It is common to tie terms to performance milestones and market conditions. Regular renegotiation or performance reviews help adapt to evolving commercial needs.
Field of use limits specify what products or IP can be used for and in which markets. Narrow fields of use protect core assets while enabling controlled expansion. Expansions typically require amendments or addendums to the base agreement.
Cross border terms require attention to foreign laws, currency issues, export controls, and dispute resolution. Including governing law and forum provisions helps manage international risk. Consider bilingual documentation and local compliance checks for smoother operations.
A business and corporate attorney with experience in licensing and distribution agreements can tailor terms to your needs. Look for clear communication, practical negotiation skills, and a focus on protecting value while supporting growth across channels.
