2011

Firm Handles Negotiation of Exclusive Sales & Marketing Agreement with Leading Online Cosmetics Retailer

Our Chicago distribution & sales attorneys recently represented a start-up founded by veteran fashion, health & beauty sales and marketing professionals in a key sales representation agreement for the cosmetics industry. A co-founder of a very successful international hair accessory business subsequently launched an online cosmetics venture with its own proprietary offerings several years ago along with well-known makeup artist and actor. The venture now is established and growing with a complete line of makeup, skincare, fragrance and accessory products. Our client has the expertise and contacts to now bring those independently labeled products into prominent department stores, cosmetics boutiques and other “brick & mortar” channels. The Firm drafted and negotiated an exclusive sales representative agreement pursuant to which our client is developing, managing and implementing all aspects of sales of the products into these channels on a national basis. Jeremy A. Gibson & Associates, PC regularly advises manufacturers, suppliers, distributors and sales representatives in the Chicago area and elsewhere on distribution and sales matters.

Acquisition of Shopping Center Lot with National Restaurant Handled by Jeremy A. Gibson & Associates, PC

Our Chicago real estate lawyers represented the purchaser of a north suburban property with a desirable tenant. After several experiences owning small commercial properties, our client was attracted to a location having a Chipotle restaurant. The lot was at a high-traffic shopping center anchored by a Walmart, with frontage on a major state road. The restaurant was busy and had entered into a long-term, triple net lease. Given the low current bond yields, creditworthiness of the tenant and desirable location, this property presented an attractive rate of return with little expected management needs. We advised the client on the letter of intent, negotiated the real estate purchase and sale agreement, reviewed the financing arrangements and conducted substantial due diligence (because of the complicated title, easement, covenant and environmental issues arising from redevelopment with extensive economic incentives of a previous, troubled shopping area). Chicago triple net leases can be excellent investment opportunities and Jeremy A. Gibson & Associates, PC would be pleased to discussed the relevant legal considerations.

Firm Advises Internet E-Commerce Start-Up on Formation and Commercial Matters

Our Chicago corporate and information technology attorneys provided business counseling to a new company organized to provide an outlet for artists. The principal founder has been employed by a well-known online business for several years and has a deep interest in creative arts and design. He recognized a unique, untapped opportunity for artists to commercialize their works. We first assisted in the selection of the entity, preparation of the organizational agreements and negotiation of conditional equity grants to key development and marketing personnel. In anticipation of the upcoming launch, we then drafted a custom artist agreement to govern the licensing, royalty, payment, marketing and other key terms and conditions required for the client’s business model. The firm regularly advises Chicago area businesses and managers regarding e-commerce, online and related contract and intellectual property considerations.

Key Start-Up Consultant Seeks Counseling on Founder’s Stock Grants

Our Chicago business lawyers assisted an executive involved in a start-up focused upon a niche in the customer loyalty sector. Our client is a specialist on statistical analysis of marketing and customer data for a leading national retail company. As an outside project, our client was asked to be a consultant for a new company developing certain software and methodology offerings for a credit card with enhanced marketing, co-branding and customer incentive features. As such, our client had the opportunity to receive founder’s stock, which carried a very low purchase price and presents the chance for significant appreciation if the company is successful. We reviewed the proposed stock purchase agreement and consulting agreement and helped the client obtain material changes in their terms, particularly with respect to vesting and repurchase, non-solicitation and non-competition terms. The firm’s Chicago corporate attorneys regularly advise Chicago start-up companies, employees and consultants regarding stock equity, stock option and other incentives that both help entrepreneurs conserve capital and contributors participate in the success of a venture.

Firm Advises Technology Company on Open Source Software Matters

Our Chicago information technology lawyers provided assistance to a global consulting company in connection with the re-launch of its platform for online advertisers. The client has developed integrated tools and solutions that make it easier and faster for large consumer goods companies to develop and manage scores of websites dedicated to their products. This offering incorporates dozens of components of open source software. Each of these components has its own terms and conditions under common forms of licenses, including as to commercialization, modification, distribution, copyright notices and liability. We reviewed and analyzed these open source software licensing issues in order to allow for an appropriate compliance approach. Jeremy A. Gibson & Associates, PC regularly handles software license agreements and similar Chicago business law matters.

Educational Services Company Seeks Employment Agreement Assistance from Jeremy A. Gibson & Associates, PC

Our Chicago employment and intellectual property attorneys represented a growing tutoring and training company when it reached critical mass and needed to more formally address understandings with key employees. The client provides services to students, both through local school districts and directly to families. It's model has been working and it has expanded geographically by adding mangers for new territories. The territory managers are incentivized and compensated primarily by the opportunity to earn a substantial percentage of the revenue for their areas. The company is relatively young and has operated somewhat informally. As the business and territories have increased it was time to more carefully document these arrangements. We prepared a user friendly template for an employment agreement that would address the unique compensation model, as well as typical non-disclosure, work product, non-solicitation, non-competition and other proprietary issues. The firm regularly advises Chicago area businesses and managers on employment agreement and proprietary protection matters.

Firm Negotiates Content License Agreement for New Tablet Computer

Our Chicago intellectual property lawyers represent a leading supplier of sports, editorial and stock photography and video footage on a regular basis. This client recently entered into a new agreement to provide such content to one of the largest global vendors of smartphones for the launch of its new tablet computer products. In close consultation with the media company's law department, we handled the negotiation of a comprehensive master license agreement and ancillary contracts for imagery to be incorporated into all the handheld devices made by the electronics company, including for user customization and personalization features and device tutorials. The key issues included infringement warranty and indemnification terms, rights to use imagery in other media for marketing purposes and pricing provisions.

Firm Represents LLC Member in $5 Million Buyout of Ownership Interest

Our Chicago merger & acquisition attorneys represented one of the two partners in a successful real estate and environmental services company in resolving deadlocks and disputes concerning the business. The Illinois limited liability company (“LLC”) had grown rapidly and within a few years was serving large customers in numerous states. Over time, their success notwithstanding, the two principals had serious disagreements about the direction and operations and they had come to realize their philosophies and styles were not compatible. Our Chicago business lawyers first were called upon to evaluate and advise upon possible arbitration and litigation issues pursuant to the LLC’s operating agreement, including such issues as expulsion, breach of fiduciary duty, dissolution, valuation and minority interest discount. In addition, we arranged an expedited, limited, preliminary appraisal. On the verge of commencing legal measures, the parties reached agreement on a non–binding letter of intent (“LOI”) for our client’s LLC membership interest to be acquired. After handling negotiation of the LOI, we then proceeded to arrange the definitive purchase and sale agreement and a related consulting agreement. These arrangements included note and loan, personal guarantee, subordination, earnout, indemnification, settlement and release, confidentiality, non–compete, non–disparagement, publicity and transition provisions. The total consideration, depending upon the company’s post–closing performance, could substantially exceed $5 million.

Jeremy A. Gibson Advises Leading Medical Products Company in Major Distribution Agreement

Our Chicago intellectual property & technology attorneys, and distribution & sales attorneys, provided substantial transaction support for a distribution agreement to procure the exclusive North American rights to a highly advanced medical care product based upon significant research & development efforts. We served as of counsel to the distributor’s general counsel firm. The distribution agreement was for a long term, involved $1 million plus payments for the rights and contained options to acquire additional territory or even the supplier. In addition, because the supplier is relatively small and medical products are involved, there are inherent concerns about the wherewithal to back up its obligations. Accordingly, thorough due diligence and negotiation was appropriate. We reviewed patent, trademark, trade secret, licensing and infringement matters and provided extensive comments on corresponding terms of the agreement. We also reviewed FDA and other regulatory considerations and undertook general supply, warranty, indemnification and product liability counseling. Jeremy A. Gibson & Associates, P.C. regularly represents Chicago area business clients regarding licensing, supply, sales representation and distribution matters.

Firm News from 2010