IP transfer question

Apr 02, 2005 23 Replies

I do appreciate everyone's efforts to help, but it really would be most helpful if someone who's been party to a technology licensing agreement would share with me specifically what the exit clause determining when to stop paying royalties was.

I can sit down with this fellow and work things out from scratch (though it will involve an expensive plane trip, especially if I bring the lawyer along, so I'd like to do my homework in advance), but I'd feel a lot better going into it with some solid ideas. A few real data points would be very useful.

John Woodgate's suggestion to put a time limit on the royalty agreement with an arbitration clause at the end does seem like one reasonable approach. I'm wondering if there are other approaches that have been successfully used by folks here.

Thanks!

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If you want to seriously negotiate business, don't bring a lawyer. (That's just me).

I do a lot of royalty agreements. One I'm doing right now: Royalty runs out after 10,000 units are built.

Some royalty agreements don't run out. What does this guy want? There is no single formula you can apply.

A long-term royalty provides an incentive for long-term support and improvements. Suppose an improvement can increase sales or margin ... I guess it depends who you are dealing with.

It's a good idea to start with a presumption of trust and good faith. There is no agreement you can put in place that makes it worthwhile to work woth someone who lacks integrity.

Rich's face-to-face meeting suggestion is SOP.

Frank Raffaeli

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Thanks, Frank! In this case, it's more likely the improvements will be coming from me, rather than from him; he's trying to get out of the business.

Have you done any agreements where the exit clause had to do with changing design? E.g., "royalties drop by 1% with each design revision" (although that particular example is too vague to be useful). Or is that just not done, in practice?

I totally agree. I need to be prepared before that meeting, though - it's hard to book time with him and he's a couple thousand miles away.

A phone call is significantly cheaper than a plane trip. And quicker than a car trip, by orders of magnitude! ;-)

I've even done business like this by email, albeit to the tune of a few hundred bucks' worth of services.

Ask your client/friend/partner how he (she?) feels about product improvements. Like, in your phone con, ask, "What if I change your design and it makes even _more_ money? How would you like to split the take on that?"

That sort of thing. Find a way to make everybody a winner, and how can you lose? (Hey - I just made that up! Is it as clever as it sounds, or is it the drugs?)

Good Luck! Rich

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