Sales, Licensing, and Distribution Contracts

Selling products, licensing intellectual property and expanding through distributors all depend on clear, enforceable contracts that protect revenue and manage risk.

We draft and negotiate these agreements for manufacturers, technology companies, brand owners and the businesses that sell their products.

Attorneys

Agreements We Handle

Sales Agreements

Pricing, delivery terms, warranties, payment conditions and how disputes are resolved.

Licensing Agreements

The scope of the license, royalties, exclusivity, quality control and termination rights.

Distribution Agreements

Exclusivity, territories, sales targets, performance standards and what happens at the end of the relationship.

Reseller and White-label Agreements

Terms that let third parties resell or rebrand your products.

Problems a Good Contract Prevents

Loss of Intellectual Property Rights

Licenses that give away more than intended or leave enforcement unclear.

Pricing and Payment Disputes

Unclear pricing, payment schedules and credit terms.

Channel Conflicts

Overlapping territories, unclear exclusivity and missed expectations.

Messy Exits

No clear path for ending the relationship, selling off inventory or transitioning customers.

Frequently Asked Questions

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What is the difference between a distributor and a sales agent?

A distributor buys products and resells them on its own account, taking on inventory risk. A sales agent finds customers and earns a commission while the company sells directly. The difference affects pricing control, liability and how the relationship can be ended.

Should a distribution agreement be exclusive?

Exclusivity can motivate a distributor to invest in a territory, but it limits the company's options. When exclusivity is granted, it is usually tied to minimum purchase or sales targets, with the right to end it if the targets aren't met.

What should a license agreement cover?

What is licensed, where and how it can be used, whether the license is exclusive, how royalties are calculated and reported, who maintains and enforces the intellectual property, and what happens when the license ends.

Can a distribution or license agreement be treated as a franchise?

Sometimes. If the arrangement involves the company's trademark, significant control or assistance, and a required payment, it may meet the legal definition of a franchise, which brings disclosure obligations. We structure these agreements with that risk in mind.

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