Licensing, Distribution and Sales

Business is about sales–we work with clients on negotiating the right to make sales in a region or territory as well as on the making of each sale of a good, product or service on the right terms and conditions.

Distributorships, Franchises and Sales Representations. For many clients, their most important decision is granting or receiving the right to develop and market a particular type of business. For example, countless products are sold through distributors, franchises and sales representatives. We work with clients to structure these types of arrangements and negotiate key distribution, franchise and sales representative agreements. Often there are critical trademark, trade secret and other licensing agreements involved. We assist clients in related day-to-day operational issues, such as commission, royalty, territory, import and export control questions. When necessary we are there to help manage the termination of these fundamental relationships, including potential disputes about recoupment of investment, handling of inventory and final payments.

OEM, Supply, Sales and Services Agreements. We prepare forms of and negotiate the contracts and agreements needed to make sales. We represent clients in negotiating complex, long-term agreements to supply parts or services to Fortune 500 companies, such as for OEM or private label arrangements. We also assist clients with more day-to-day purchase orders and other agreement forms for one-time sales, including for consumers.

Warranty and Risk Management. All businesses need to manage their sales liability exposure and recourse to suppliers carefully, whether for returns, refunds or defects. We counsel clients on obtaining the maximum rights against their suppliers while limiting their responsibilities to customers and end users as much as feasible. We help develop the right mix of warranties, disclaimers, indemnifications, limitations and remedy controls for all types of contracts and agreements.

Credit and Collateral Mechanisms. While it is important to make a sale, it is equally important to get paid. We advise clients about practices and agreements that to secure payment for goods and services. For instance, we assist clients in obtaining, perfecting and enforcing security interests pursuant to the UCC or Uniform Commercial Code.

The attorneys and lawyers of Jeremy A. Gibson & Associates, P.C. are experienced in handling licensing, distribution and sales matters throughout the United States, including the Chicago, Illinois area. Please see our Experience page or contact us.