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Licensing, Private Labels, And Distribution
Covered in this section:
Successful businesses require relationships with their "chain of supply" and their "distribution networks". These relationships relate to and involve your sources of supply, the potential of private labeling product, granting or obtaining a license to utilize certain intellectual property and brands and the overall distribution and sale of your products or the delivery of your services.
Charles N. Internicola and the attorneys at The Internicola Law Firm, P.C. work daily with local, regional and national importers, product distributors and service providers and assist with the review and development of "workable and realistic" agreements designed to facilitate business growth and to protect intellectual property. For these clients, Mr. Internicola, Esq. provides the following services:
License Agreements and Relationships
For product manufacturers, importers and distributors and for service providers, Mr. Internicola provides representation respecting the development, review and implementation of license agreements that are designed to "achieve the task at hand" – that is, the expansion of your business – and to ensure the protection of your intellectual property rights, including royalty structures, payment obligations, agreement renewal and enforcement. In many instances – in connection with the services that Mr. Internicola provides as "outside general counsel", Mr. Internicola develops a licensing and agreement framework to be applied company wide, and on a consistent basis without the need for continuous attorney involvement.
Some Issues to Consider When Evaluating License Agreements:
License agreements do not need to be complex but must address issues involving: the term of the relationship, the scope and limitations of the license granted, the term of the license and events of renewal, ownership of trademarks and intellectual property, insurance liability coverage, product label requirements and indemnification in instances involving alleged trademark infringement and liability claims. Generally license agreements should not be viewed as an alternative to a franchise agreement or relationship.
Private Label Agreements and Relationships
"Private label" is a form of licensing and distribution whereby a manufacturer, importer or distributor sells or distributes product under the "label, brand, or trademark" of its third-party customer or client. For many successful businesses, the establishment of enforceable and meaningful private label relationships is critical to business success. Mr. Internicola assists with the preparation, review and implementation of private label agreements and relationships, including the protection and license of the underlying brand name and intellectual property.
Some Issues to Consider when Evaluating Private Label Agreements:
Private label agreements are critical for manufacturers and product importers – especially when dealing with large box retailers and specialty suppliers. Private labeling is a form of licensing and requires consideration of those identified above for license agreements. Additionally, if you are the party receiving private label product (i.e., someone is producing or procuring product to be branded under your name and with your trademarks) then special consideration must be given to your control over this relationship and your ability to ensure the proper supply of product and preferences that your supplier may or may not afford to your competitors.
Distribution Relationships
If you are a product manufacturer, importer or distributor, the relationships and agreements involving your employees, your sources of supply and the entities that distribute and sell your product are critical to the success of your business. These "distribution relationships" require agreements that start off with confidentiality and non-disclosure obligations to be imposed on your key employees and proceed with the distribution agreements and rights that you may or may not be granting to those within your distribution network.
Some Issues to Consider when Evaluating Distribution Relationships:
Distribution relationships sometimes "just evolve" over time and, in many instances, are poorly documents and not supported by formal agreements. As a business develops and grows, it is critical to implement consistent agreements will all entities and parties that are involved in your distribution relationships – this includes your own employees and sales staff who have access to critical information.
Learn More
To learn more about how Charles Internicola and the attorneys at The Internicola Law Firm, P.C. assist their client in structuring and implementing licensing, private label and distribution relationships and agreements, contact Mr. Internicola’s staff at (800) 976-4904.