Contract Question: Getting a Piece of the Action

rgramly · 09-10-2009, 02:32 PM

Contract Question: Getting a Piece of the Action
When you develop an IM system for someone else (e.g., for hire as a consultant), how would you structure the contract so that you get a piece of the action when it starts to make money. The client hasn't done IM in the past and doesn't understand the potential. They probably wouldn't continue without the support/know-how of my company. But I need them too; without their content and cooperation the initiative can't continue. Has anyone had experience structuring a JV with a client? Can anyone recommend an attorney who is IM savvy?
Thanks,
Rob

JohnMcCabe · 09-10-2009, 03:06 PM

Rob, one idea lies in the old SALT treaties - "Trust, but Verify."

You can include language specifying that in the event there is a disagreement over performance, your partner gives you the right to inspect their books and/or company tax returns. Any audit or review would be at your own expense.

If the business structure lends itself, you could also have them set you up as a master distributor, getting an override on all internet sales.

I don't think you need an attorney with an IM specialty, just a one that's good at writing B2B contracts.

09-10-2009, 02:32 PM	#1
rgramly OnionMan Join Date: Jun 2009 Posts: 1 Thanks: 0 Thanked 0 Times in 0 Posts	Contract Question: Getting a Piece of the Action Contract Question: Getting a Piece of the Action When you develop an IM system for someone else (e.g., for hire as a consultant), how would you structure the contract so that you get a piece of the action when it starts to make money. The client hasn't done IM in the past and doesn't understand the potential. They probably wouldn't continue without the support/know-how of my company. But I need them too; without their content and cooperation the initiative can't continue. Has anyone had experience structuring a JV with a client? Can anyone recommend an attorney who is IM savvy? Thanks, Rob

09-10-2009, 03:06 PM	#2
JohnMcCabe Happy Hooker War Room Member Join Date: Jun 2007 Location: North of the Peace River, Southwest Florida, USA. Posts: 7,624 Thanks: 2,685 Thanked 4,396 Times in 2,394 Posts Social Networking	Re: Contract Question: Getting a Piece of the Action Rob, one idea lies in the old SALT treaties - "Trust, but Verify." You can include language specifying that in the event there is a disagreement over performance, your partner gives you the right to inspect their books and/or company tax returns. Any audit or review would be at your own expense. If the business structure lends itself, you could also have them set you up as a master distributor, getting an override on all internet sales. I don't think you need an attorney with an IM specialty, just a one that's good at writing B2B contracts.
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