Hope for the best, plan for the worst - finding the right deal
Everyone loves a deal, and most of us go into it with drive and optimism: no-one wants to be the dark cloud. As lawyers, however, we have to be the eternal naysayers and protect clients from the potential pitfalls which might result from the misdrafting of a contract or failing to make provision.
Our general approach is that a contract should not come from a boilerplate unless it really is one that you will be using over and over again. Whilst it can be tempting to pull a contract from the internet or a previous deal to save on lawyer’s fees, more often than not it will have terms in there that do not make sense, or will fail to deal with specific issues that you should be thinking about.
A good lawyer will also cover off the fallout if it does go badly wrong. A useful phrase we use is that you should hope for the best but plan for the worst - most clients tend to agree!
The main areas that we tend to be asked to help with are licences of intellectual property, joint ventures between companies and transfers of intellectual property rights between companies. The main issues that we find in these contracts come from the events after the contract is signed:
If you are licensing someone else to use your brands or designs, how will you make sure they pay you the right amount (and is it the right way to charge for it?) and what control do you want over the way they use it?
If you are going into a joint venture with another company who gets the results from the venture if you decide to end it, and how much of the joint venture can be used by the other company?
If you are selling designs and brands to someone else, how will that impact your business in the future (will you need to change some parts of the business as a result?)
By spending time at the beginning asking the right questions, a lawyer can make sure that the contract addresses all the areas of risk for you, and advise you on what you need to watch for in the relationship. Whilst getting a lawyer in might push up the initial bill, if it all goes wrong later on you may well regret not putting down in writing what you had hoped had been agreed.
Wood IP help businesses of all sizes to get their intellectual property registered, defended and exploited. We remember to be humans first and lawyers second, and are pleased to talk to you about your needs even if eventually we have to point you to another expert.