Well-drafted agreements provide predictable income, protect intellectual property, and set enforceable standards for manufacture, marketing, and resale. For McDowell companies, they support growth into new territories while minimizing exposure to contractual breaches, price erosion, or loss of brand control. Proper terms support efficient dispute resolution and long-term commercial stability.
Comprehensive drafting secures clear licensing scopes, enforces quality control, and establishes royalty accounting and audit rights to protect revenue streams. It also includes provisions preventing unauthorized sublicensing and misuse, safeguarding trademarks, patents, and trade secrets that form the foundation of commercial value.
We combine transactional drafting, negotiation skills, and litigation readiness to craft enforceable agreements that reflect business realities. Our goal is to minimize future disputes by addressing potential issues in clear, operational language that counsel, clients, and counterparties can apply consistently.
When conflicts arise, we pursue negotiated settlements or mediation to preserve business value and avoid escalation. If necessary, we prepare enforcement measures or defensively respond to claims with the objective of protecting contractual rights, minimizing disruption, and securing fair outcomes.
A license grants permission to use intellectual property such as trademarks, patents, or software under defined conditions, often including royalty payments and usage limits. A distribution agreement governs the sale or resale of products, addressing inventory, pricing, and territory. Both govern rights and obligations but focus on different commercial relationships. Choosing the correct structure depends on whether the counterparty uses IP to create products or simply resells finished goods. Licenses often retain tighter control over IP usage and quality standards, while distribution agreements emphasize logistical terms, performance targets, and reseller responsibilities that affect market access.
Exclusivity may be appropriate when a distributor commits to significant marketing investment, guarantees minimum purchase volumes, or when market control supports premium pricing. Ensure exclusivity is limited by territory, channel, or product line and conditioned on measurable performance to prevent stagnation or underperformance. Contracts should include performance benchmarks and termination triggers if minimums are not met. These safeguards preserve commercial flexibility, allowing licensors to protect brand value while ensuring distributors remain motivated to actively promote and sell the products.
Royalties are commonly calculated as a percentage of net sales, a fixed fee per unit, or a hybrid model with minimum guarantees. The contract should define the revenue base, allowable deductions, reporting frequency, and payment terms. Clarity in definitions prevents disputes over what constitutes taxable or reportable revenue. Audit rights let licensors verify reported sales and royalty calculations. Agreements should specify audit scope, notice requirements, confidentiality protections during audits, and remedies for underreporting, including interest and reimbursement of audit costs when material discrepancies are found.
Licensors should require quality control provisions that set standards for product presentation, packaging, storage, and customer support to protect brand reputation. Approval processes for marketing materials and product changes ensure consistency with brand guidelines and legal requirements. These clauses should include inspection and corrective action rights. Include remedies for persistent noncompliance such as cure periods, suspension of rights, or termination for breach. Regular auditing and reporting obligations reinforce accountability and give licensors practical tools to maintain product standards across distribution channels.
Protect trade secrets by including strong confidentiality clauses, limiting access to proprietary information, and specifying permitted uses. Require return or destruction of sensitive materials upon termination and include clear restrictions on reverse engineering and unauthorized disclosure. Tailor confidentiality obligations to operational needs and legal standards. Supplement contractual protections with practical measures like restricted access controls, employee non-disclosure commitments, and training. Combining contractual, technical, and organizational safeguards makes it harder for sensitive information to be misused while enabling legitimate commercial collaboration within the agreement.
Important termination clauses address breach, insolvency, prolonged nonperformance, and convenience termination with notice and wind-down procedures. Define cure periods for breaches, obligations on outstanding inventory and payments, and post-termination restrictions on IP use. Clear processes reduce disputes and help manage transitions smoothly. Include remedies such as injunctive relief for IP misuse, liquidation of outstanding accounts, and provisions to handle customer transitions or unsold inventory. Detailed wind-down mechanics limit business disruption and protect IP and revenue interests after the contractual relationship ends.
Separate agreements for distinct territories or channels allow tailored terms that reflect market conditions, regulatory requirements, and distribution strategies. Using specific contracts helps manage exclusivity, pricing, and compliance across different regions or sales channels and prevents unintended conflicts between agreements. Where similar terms are desired, standardized templates with modular clauses enable consistency while allowing adjustments for local rules, languages, taxation, and customs. This approach combines operational efficiency with necessary flexibility to accommodate unique regional or channel requirements.
If a distributor infringes intellectual property, contracts should specify notification procedures, cooperation obligations, and rights to control enforcement actions. Licensors should reserve the right to pursue infringement claims to protect brand value while requiring the distributor to assist in enforcement and bear certain costs when appropriate. Agreements can include step-in rights allowing licensors to address infringement threats directly when distributors fail to act. Clear indemnities and dispute mechanisms help allocate responsibility for enforcement and reduce commercial friction while preserving the ability to protect valuable intellectual property.
Warranties allocate risk by defining what parties promise about product quality, title, and compliance with laws. Indemnities shift financial responsibility for specified claims, such as IP infringement or product liability. Carefully drafted warranty and indemnity clauses help manage liability exposure and align incentives for compliance and quality. Limitations on liability, caps, and carve-outs for gross negligence or willful misconduct should be negotiated to balance protection with realistic insurance and business needs. Ensuring clear triggers for indemnity and procedures for defense and settlement promotes predictable outcomes in disputes.
Post-signature changes require mutual agreement and formal amendments. Contracts should include amendment clauses that specify how modifications must be documented and approved to prevent informal changes from creating ambiguity. This preserves contractual certainty and protects both parties from unintended obligations. For evolving relationships, consider including review periods or procedures for renegotiation tied to performance metrics or market changes. Built-in renegotiation triggers or amendment processes allow adaptation without undermining contractual stability or creating unilateral modification rights.
