Need an exclusive licensing contract for my product
What I need is a licensing agreement for our product (The Racquet Weight). You can learn about our product at http//www.racquetweight.com. There is a company that we want to engage in an agreement with who will have the exclusive rights to the product. My partner and I will still own the company, but this company (One8 Consulting) will fully run and operate Racquet Weight: purchase inventory, sales and marketing, fulfillment of all orders, assume all relationships with current vendors and assume all costs for running the business. We will still own the company, but he will run it.
I have attached the term sheet that he sent us, but there are some things that I want to make sure are clear that are not in the term sheet. We need a contract that will cover everything. Here are some bullet points that I want the contract to include:
- If One8 Consulting isn't putting in his "best effort" we can get out of the contract
- We can quit with no questions ask after 12 months, but will then refund One8 Consulting accrued expenses
- One8 Consulting is responsible for reordering inventory (product) and all costs for the business
- One8 Consulting owns the inventory One8 Consulting buys
- One8 Consulting will get 1000 Racquet Weights that One8 Consulting must pay to ship to One8 Consulting's warehouse. If One8 Consulting doesn't sell these, One8 Consulting will have to send them back to Racquet Weight, LLC at One8 Consulting's expense
- One8 Consulting has the right to redo the packaging. We (Racquet Weight, LLC) will have the rights to the packaging One8 Consulting creates after this agreement
- One8 Consulting is responsible for shipping the product to customers
- One8 Consulting must charge at least $19.95 retail, $9.95 wholesale and $7.50 as a distributor for each racquet weight. One8 Consulting can charge more.
- Racquet Weight, LLC will receive a royalty of 20% of all gross revenue until $20,000. Then 10%.
- Royalty payments will be distributed on a monthly basis
- One8 Consulting can change the website, but we will remain in control of the domain name
- The Licensee will not distribute, sell, License or sub-License, let, trade or expose for sale the Asset to a third party.
- One8 Consulting assumes all liability for the product during the time of the licensing
- Neither Party may use, disclose or make available to any third party the other Party's Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.
- One8 Consulting has right to sell it anywhere any way – geography and distribution channels
- One8 Consulting agrees to exercise its best efforts to promote the sale of and obtain orders for us and conduct its business in a manner that reflects favorable at all times on the Racquet Weight product and business.
- A quarterly conference call will be conducted to review and discuss the latest business performance for the previous quarter and discuss the plans for the next quarter. This will help qualify "best effort".
- One8 Consulting can use the racquet weight patent.
- Any of these things that need to be considered http://www.iphandbook.org/handbook/ch11/p11/
I have also attached the term sheet that One8 Consulting sent us – these items should be included in the contract as well
I'm sure there are other things that we need to include that I'm not thinking of or I don't even know to ask. Please advise us on what those things are and include those items.