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UKSolicitorJA, Solicitor
Category: Law
Satisfied Customers: 4312
Experience:  English solicitor with over 12 years experience
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Hi, I am wanting to enter into a licence agreement for a product

Customer Question

Hi, I am wanting to enter into a licence agreement for a product that is currently sold in America. I am new to this and wanted to get an idea of the pros/cons of exclusive/non-exclusive agreements and whether to pay an upfront licence fee or royalties or both or how these should be calculated. I will also need to know how to document this etc. Any help is appreciated.
Submitted: 3 years ago.
Category: Law
Expert:  UKSolicitorJA replied 3 years ago.

You are looking to enter into a distribution agreement with the US manufacturer to allow you to distribute their products in the UK.

An exclusive agreement would be good as that means only you are appointed to distributethe products and no-one else, but whether or not you are able to get exclusivity is another matter.

You should try and negotiate to pay royalties/fees monthly/quarterly in arrears depending on the volume of products distributedin the preceding month/quarter. I would strongly advise against paying upfront unless you have the cash resources to do so.

It will be a commercial matter for you to negotiate the amount of royalties/fees, this is not something that a solicitor can advise you on I am afraid.

If possible, you should use an English law agreement so that English law and not US applies and specify that any disputes will be resolved in the UK and not the US.

For an example of a distribution agreement, see here:

May I help further?