Having a robust licensing and distribution framework minimizes risk by detailing ownership, exclusivity, pricing, performance requirements, and dispute resolution. It enables clearer channel strategy, protects intellectual property, safeguards brand integrity, and supports predictable revenue streams for both licensors and licensees, even as markets evolve.
Consistency across agreements minimizes miscommunication and ensures uniform governance, which helps teams move faster from negotiation to execution.
Why choose our firm? We combine broad corporate legal insight with client-centered negotiation, practical drafting, and a focus on risk management. We translate complex terms into clear language and tailor agreements to your business goals.
Escalation procedures, remedies, and dispute resolution options to minimize disruption.
Term lengths vary by deal complexity and product life cycle. A typical license may run 3-5 years with options to renew. Early milestone reviews can trigger renegotiation or adjustments to royalties and scope.
Exclusivity in NC is possible but often requires performance obligations and clear exit terms. Non-exclusive models are common where multiple distributors share coverage and risk is spread.
Royalties are usually a percentage of net sales or a fixed fee per unit. Payment schedules, reporting timelines, and audit rights should be documented to avoid disputes and ensure timely compensation.
Breach typically triggers notices, cure periods, and remedies such as termination, damages, or renegotiation. Contracts should specify dispute resolution methods to minimize disruption to product supply.
Cross-border distribution adds regulatory complexity, currency, and tax considerations. Include governing law, choice of forum, import/export compliance, and IP protection to reduce risk when moving goods internationally.
Termination clauses should outline causes, notice periods, wind-down procedures, and return of materials. Include post-termination duties for ongoing support, data transfer, and resolution of open orders.
Regular reviews, at least annually or upon market changes, help keep terms aligned with strategy. Use performance dashboards and milestone check-ins to inform renegotiation timing.
Audits are often standard, specifying frequency, notice, and scope. They protect IP and ensure accurate reporting, but require privacy safeguards and reasonable limitations.
Licensing grants use of IP under defined terms; distribution governs sale and delivery. Both require clear definitions of rights, territory, and performance obligations to prevent ambiguity.
Typically a business attorney or in-house counsel drafts the contract, with input from commercial teams. In NC, involving counsel early helps ensure enforceability and regulatory compliance.
