Well-drafted agreements protect revenue streams, ensure consistent product quality, and prevent misunderstandings between parties. They also allocate liability and compliance responsibilities, reduce the likelihood of litigation, and create enforceable remedies for breach. Effective agreements support business growth by clarifying rights, limiting exposure, and enabling predictable partner performance across jurisdictions.
Thorough contracts allocate responsibility for recalls, warranties, and third-party claims, ensuring each party understands obligations and potential liabilities. Clear indemnity and insurance provisions reduce exposure and help contain the financial impact of product defects or regulatory violations.
Hatcher Legal brings a business-focused approach to transactional matters, combining legal knowledge with practical solutions for packaging rights, royalties, and distribution logistics. We work to create agreements that reflect industry norms while advancing client goals and protecting long-term value.
When circumstances change, we draft amendments and coordinate enforcement actions if necessary, seeking efficient remedies and negotiated resolutions to preserve commercial relationships while protecting client interests.
A license grants permission to use intellectual property such as trademarks, patents, or software under specified terms while the licensor retains ownership. Licenses focus on permitted uses, sublicensing rules, duration, and royalty structures, creating a legal framework for monetizing intangible assets. A distribution agreement sets the terms for reselling, stocking, and delivering physical products, addressing pricing, territorial rights, delivery responsibilities, and warranty allocation. Distribution contracts often intersect with licensing when products include licensed IP, requiring coordination of both sets of obligations.
Protect your brand by including clear quality standards, approval rights for marketing and packaging, and periodic inspection or audit provisions in distributor agreements. Approvals for advertising materials and product changes preserve brand consistency and reduce the likelihood of consumer complaints or dilution of reputation. You can also require mandatory reporting, product traceability, and recall procedures to manage risks. Termination provisions tied to material breaches and warranties regarding authorized channels help control unauthorized distribution and protect brand value over time.
Royalty and payment provisions should define the basis for calculation, timing of payments, currency, invoicing requirements, and allowable deductions. Including audit rights, late payment interest, and remedies for underreporting ensures transparency and provides mechanisms to address discrepancies in reported sales or royalties. Consider clear definitions for net sales, returns, discounts, and channel-specific allowances. Adjustable royalty rates tied to volume thresholds or promotional arrangements can align incentives while preserving predictability and facilitating revenue forecasting for both parties.
Territorial clauses specify where a distributor may sell and whether exclusivity applies. For online sales, those clauses should address cross-border shipping, marketplace sales, and whether e-commerce channels constitute sales within restricted territories. Language should be precise to avoid conflicts when customers order across state or national borders. Clauses that regulate online marketplaces and fulfillment models can also prevent unauthorized resale and channel conflict. Consider carve-outs for direct-to-consumer channels or require notifications when e-commerce sales enter restricted territories to maintain clarity and enforcement options.
Yes. Contracts commonly include quality control standards, inspection rights, and approval processes to ensure products meet brand and safety expectations. These provisions reduce the risk of product defects, regulatory violations, and reputational harm by giving licensors or manufacturers the ability to monitor and enforce compliance. Inspection clauses should balance practical scheduling with clear remedies for noncompliance, such as repair obligations, recalls, or termination rights. Well-defined testing protocols, sample approvals, and corrective action timelines help maintain consistent product performance across distribution channels.
Common remedies include specific performance clauses, damages for breach, injunctive relief for misuse of intellectual property, and rights to terminate for material breach. Agreements often specify notice and cure periods, penalty rates for underpayment, and contractually agreed liquidated damages for measurable harms to reduce litigation complexity. Parties frequently include alternative dispute resolution methods like mediation or arbitration to resolve disputes more efficiently. Remedies should be drafted to be enforceable under applicable law and tailored to the business context to preserve ongoing commercial relationships where possible.
International distribution must account for customs duties, tariffs, export controls, and local regulatory approvals. Agreements should allocate responsibility for import/export compliance, determine which party handles customs clearance, and address tax registration and remittance obligations to prevent unexpected costs or enforcement issues. Local legal and tax advice is often necessary to navigate country-specific rules. Contracts should include provisions for changes in law, currency fluctuation clauses, and dispute resolution mechanisms tailored to cross-border enforcement and practical remedies in relevant jurisdictions.
Indemnity and insurance provisions allocate financial responsibility for third-party claims, product liability, and breaches of warranty or IP infringement. Requiring appropriate insurance types and limits helps ensure there is a source of recovery for harms caused by the other party and reduces the need for disruptive litigation. Tailor indemnities to commercial risk, specify procedures for claim handling, and require evidence of coverage. Insurance requirements should match the nature of the product and market exposure, and they should be reviewed periodically as product lines and markets evolve.
Small businesses can improve bargaining positions by preparing clear documentation of product value, target markets, and performance metrics, and by proposing phased or pilot arrangements that reduce perceived risk for larger partners. Demonstrating operational readiness and alignment on go-to-market strategies can make terms more favorable. Negotiating flexibilities such as limited exclusivity, performance-based incentives, or shorter initial terms can create pathways to wider agreements later. Clear escalation and renewal clauses provide predictability while allowing both parties to reassess terms as the relationship matures.
Confidentiality protects trade secrets, pricing formulas, customer lists, and technical know-how that are often exchanged during negotiations and performance. Non-disclosure provisions and protective measures limit disclosure and use of sensitive information, enabling collaboration without risking competitive harm or loss of proprietary advantage. Effective confidentiality clauses define the scope of protected information, permitted disclosures to advisors, duration of obligations, and carve-outs for information in the public domain. Practical safeguards, such as secure data transfer and limited access, support compliance with confidentiality obligations.
