Well-drafted licenses and distribution contracts reduce conflict, set performance expectations, and protect intellectual property. They define pricing, territories, minimums, renewal rights, and compliance requirements. A solid agreement enables smoother partnerships with manufacturers, wholesalers, and retailers, helping your Mulberry operation scale while staying compliant with state and federal regulations.
A single, well-structured agreement portfolio strengthens your negotiating position. Clear terms, defensible pricing, and predictable remedies create stability in partnerships and help secure favorable renewal terms and collaborations across regions.
Our Mulberry team combines practical contract drafting with negotiation experience, focusing on clear terms, risk management, and long-term value for your business. We aim to translate business goals into enforceable agreements that support growth while protecting assets.
We incorporate renewal triggers, early termination rights, and transition plans to minimize disruption when contracts end or change hands.
Licensing grants permission to use IP or brand assets under defined terms, while distribution governs how products are marketed and sold in designated channels. Understanding the distinction helps you structure agreements that protect value and support reliable channel performance. A thoughtful approach reduces ambiguity and supports clear governance across parties. Effective distributions cover rights, responsibilities, revenue reporting, and remedies for nonperformance. They also include exit options, transfer conditions, and dispute resolution steps to maintain continuity if relationships change.
Royalties are ongoing payments tied to the use of IP or distribution rights. They can be a percent of revenue, a fixed per-unit fee, or tiered based on volume. Clear timing, reporting, and audit rights prevent confusion and ensure timely payments while enabling accurate performance tracking for both sides. Negotiating royalty structures early helps set realistic expectations and reduces the risk of disputes as sales volumes fluctuate.
Exclusivity limits who may use IP or distribute products within a territory or market. It can drive market penetration but may restrict competition and require minimum performance commitments. When drafting, balance the potential upside with the need for flexibility in response to market changes. Carefully define duration, renewal terms, and any qualification standards to keep exclusivity fair and enforceable.
Confidential information protection keeps trade secrets, formulas, and strategic plans secure between parties. Non-disclosure provisions should specify what is confidential, who may receive it, permitted disclosures, and the duration of protection after termination. Strong NDAs reduce the risk of inadvertent disclosures and misuse.
Improvements to IP covered by a licensing agreement should be addressed in the contract. Determine whether new developments belong to the licensor, become licensed improvements, or require separate licensing terms. Clear ownership and use rights help avoid later disputes and support seamless product evolution.
Common termination triggers include breach, insolvency, failure to meet performance milestones, or material changes in control. Termination provisions should specify notice requirements, wind-down procedures, and the treatment of inventory, ongoing royalties, and data access post-termination.
Audits typically confirm royalty payments, sales reporting, and compliance with contract terms. Define frequency, scope, and confidentiality of audit results. Well-structured audit rights help deter underreporting while preserving business relationships and operational efficiency.
Cross-border licensing requires harmonizing governing law, dispute resolution, currency, tax treatment, and regulatory compliance. Include choice-of-law provisions and a clear mechanism for resolving conflicts across jurisdictions to minimize complexity and ensure consistent enforcement.
Governance provisions create clear decision-making processes, reporting cadences, and dispute resolution steps. Regular reviews help ensure terms stay aligned with market shifts and corporate strategy, reducing the chance of misalignment or drift over time.
Engaging counsel for licensing negotiations brings disciplined drafting, risk awareness, and structured negotiations. This can save time, prevent costly amendments later, and ensure your contract language supports growth, protects assets, and facilitates smooth partner relationships.
