Well-drafted agreements reduce uncertainty and protect intellectual property, revenue, and brand reputation. By defining scope, territorial limits, quality controls, pricing, and termination rights, these contracts prevent disputes and support enforceability in courts or arbitration. Proactive contract work also helps businesses scale reliably and maintain consistent product standards across channels.
Comprehensive contracts make legal outcomes more predictable by specifying remedies, performance metrics, and termination triggers. When parties agree on objective standards and enforcement paths, disputes are easier to resolve and courts or arbitrators have clearer guidance to enforce the parties’ intentions.
Clients choose Hatcher Legal for thoughtful contract drafting that aligns with commercial objectives and minimizes legal risk. The firm emphasizes clear, enforceable language, careful allocation of rights and responsibilities, and practical remedies to resolve disputes while preserving business relationships.
When disputes arise, counsel evaluates dispute resolution options and pursues negotiated solutions or formal remedies as appropriate. We also prepare amendments to adapt agreements to new technologies, markets, or business relationships.
A licensing agreement grants specific rights to use intellectual property, such as patents, trademarks, or software, under defined conditions and limitations. Licensing focuses on permission to exploit intangible assets and often includes terms for royalties, sublicensing, and improvements. A distribution agreement governs the sale, resale, and delivery of tangible products through appointed channels or distributors. Distribution covers logistics, territory, pricing, returns, and service obligations, ensuring consistent market behavior and compliance with supply chain responsibilities.
Royalties and payment terms should be tailored to the economic model, with clear calculation methods, reporting requirements, and payment timelines. Include definitions for net sales or gross revenue, allowable deductions, and currency or tax responsibilities to avoid future disputes. Consider minimum guarantees or advance payments for predictability, and include audit rights to verify accuracy. Escalation clauses or tiered percentage structures can align incentives, while late payment provisions and remedies protect cash flow and contractual integrity.
Exclusivity is appropriate when a distributor’s investment and performance justify exclusive rights, and when market control is needed to protect brand positioning. Granting exclusivity can drive stronger partner commitment but limits your ability to appoint alternative channels in that territory. Before granting exclusivity, require measurable performance benchmarks and termination rights for underperformance. Define renewal criteria and carve-outs to preserve the licensor’s ability to protect core interests and respond to market changes if a partner fails to meet expectations.
Quality control provisions should set product specifications, packaging standards, and approval processes for marketing materials. Require compliance with applicable laws, regular inspections, and documentation to ensure uniform customer experience and protect the licensor’s reputation. Include audit and remedial rights when quality issues arise, and specify processes for corrective action or recall. Clear failure remedies preserve brand integrity and enable swift remediation to limit reputation or liability exposure across distribution channels.
Protect IP by clearly defining what is licensed, the permitted uses, duration, and any restrictions on modification, sublicensing, or transfer. Include confidentiality obligations, marking requirements for trademarks, and processes for managing improvements and derivative works. Provide indemnities for IP infringement claims and reserve control over policing unauthorized use. Registration, where applicable, and routine monitoring of market use combined with contractual enforcement tools help maintain long-term IP value and deter misuse.
Remedies for distributor breach should include rights to cure, termination for serious breaches, and injunctive relief for ongoing harm. Financial remedies can include damages, liquidated damages where appropriate, and withholding of future shipments until compliance is restored. Also include contractual audit and offset rights to recover under-reported payments and specify dispute resolution mechanisms to resolve disagreements efficiently while preserving business continuity when possible.
Registration requirements vary by jurisdiction and industry, particularly for certain regulated products or when intellectual property rights are tied to local filings. Counsel can advise whether a license or distribution agreement needs registration to be enforceable or to comply with local trade regulations. Even when registration is not mandatory, recording agreements or transferring rights in local registries can provide public notice and help enforce rights against third parties. Consider registration in foreign markets to maximize protection for high-value assets.
Audit provisions should specify timing, scope, notice requirements, and who bears audit costs in different scenarios. Provide rights to examine books and records related to sales, with a standard process for resolving discrepancies and recovering underpaid royalties. Include confidentiality protections for sensitive financial information and reasonable limits on audit frequency and scope to balance verification needs with operational disruption for the licensee.
Cross-border distribution provisions should address applicable law, currency, tax responsibilities, customs, and import/export controls. Define which party handles logistics, compliance with local labeling and safety laws, and who is responsible for duties, taxes, or regulatory approvals. Include dispute resolution and venue clauses that reflect cross-border enforceability, and consider arbitration or choice-of-law provisions that provide predictability while accommodating enforcement options across jurisdictions.
A clean exit requires clear termination clauses that outline notice periods, cure opportunities, and post-termination obligations regarding unsold inventory, IP use, and customer transition. Address ongoing support commitments and any license wind-down mechanics to avoid market disruption. Include transition assistance and confidentiality obligations to protect sensitive information, and set out procedures for handling outstanding payments and returns. Thoughtful exit planning reduces disruption and preserves business relationships whenever possible.
