How to license with a revenue-based model?

Hi, What you're contemplating is a licensing model. It's like 'franchise lite.' There are several questions you need to answer for yourself before you go recruiting any licensees. For example, are there any business systems that will come with the franchise in addition to the brand name? How will you control the systems and guarantee the client experience? The more 'controlling' your agreement is, the more you may be deemed to be selling a franchise which introduces complicated compliance requirements. I've helped many others work out licensing schemes before. Arrange a call if you'd like to chat. Also, you should read Franchise Warnings. Available from Amazon. David Barnett

A lot will depend on your negotiating leverage. Where there's leverage, there's opportunity. But your leverage is going to largely depend on what your license agreement says, and the form of the transaction between Company B and Company C. For instance, if Company C buys Company B's assets (as opposed to shares), and your license agreement includes an assignment clause that does not allow for assignment without your consent, you have a lot of leverage to impose terms because technically they can't transfer the agreement to Company C without your permission. If you'd like, I'd be happy to look at your agreement and let you know my thoughts. Ronan

This is always a question of who wants whom more. I've seen deals where the percentage was in single digits. The thing is, I've seen both deals where a LICENSEE ended up with a single digit percentage and deals where a LICENSOR ended up with a single digit percentage. It all comes down to your ability to convince the other side that you are bringing in so much to the table that the other side should get a smaller piece of the pie. Essentially, this depends on these factors: - whether you are well-known in the industry; - whether the other side is well-known in the industry; - the level of uniqueness of your product (if you've developed another minor variation of a product that already exists on the market, chances are the distributor will want a larger piece of the pie); - your level of desperation (it's one thing when you partner up with someone else who will commercialize your product simply because you can make more money by investing your time building new stuff; it's another thing when you have no realistic way to commercialize the product yourself, and if you don't find someone who can do it for you quickly, you'll starve...) MOST IMPORTANTLY, no matter what number you agree to, make sure you read the contract extremely carefully. Contracts can create rights and contracts can destroy rights. Contracts are more powerful than any rights vested in you by IP laws. So, the bottom line is: - Know EXACTLY what you are trying to get out of your contract; - Get your contract reviewed by an experienced lawyer, but make sure you tell the lawyer what it is you're trying to get out of the contract. Lawyers are not going to create "the right deal" for you. We're not going to tell you whether you should be getting 9% or 90% of the revenue. We're going to make sure that you understand whether the contract you are about to sign reflects what you think the terms of the contract are. You're welcome to schedule a call if you would like to discuss this in more detail. Cheers, Andrei

I am not a lawyer or an attorney and this is not "professional advice." Hire an accountant who is familiar with licensing. Stay away from the franchising route if you can: it's expensive, the lawyers are expensive, and you are open to attack from inside and out (franchisees and customers). I was a senior executive at an Inc. Top 1000 franchise firm and saw this from the inside--though we didn't have an issue with our franchisees, I saw plenty of franchisors who did. Learn about licensing. Figure out how to write the contract so you have control over some measurable variables, eg. customer count, revenues, # of complaints, etc. As long as the licensee remains in tolerance, they're fine, but if they go outside you drop them. You are going to have to invest in an attorney to create the boilerplate contract, and an accountant to manage the process (which you should probably do first.) Don't cheap out. You're protecting yourself here. BTW looks like Jeff Retchman in this thread could help you as well: https://clarity.fm/questions/1258/how-to-license-with-a-revenue-based-model

SaaS is the way everyone seems to be going these days, as it is a huge revenue producer for software vendors. Why make $50 once when you can instead milk someone for $10/month for life? As a holder of multiple desktop licenses for products like Quickbooks, Photoshop, etc I can say that I HATE when I am forced to go to a subscription-based model unless it comes with some very good perks. Quickbooks is using pretty brutal tactics to get everyone to switch, including disabling real-time sync with bank accounts, etc. For this reason I will probably switch to a different software vendor in the very near future. If you do decide to go to an SaaS model, make sure that you give the users a very good reason to switch and ideally give them a choice, don't force it on them. Free upgrades are petty much a given, or else what are they paying for?