In revenue based licensing deal, how can I make sure we are not being take advantage of when clients can't disclose information about their clients?

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

This is a tough one. When I started my prepared meal delivery service in Toronto, there was no way to make it legit working from home. I also was a vendor at a farmers' market and the only prepared products that were able to legit be made in a home kitchen were products made on a farm. Otherwise, everything needed to be made in a commercial kitchen. Most small food businesses start out of a home kitchen until a time when they can kitchen-share with a restaurant or it becomes worthwhile to rent commercial kitchen space at a commissary. My gut says that there likely isn't a way to make it legit, but it could depend on what city you live in. If you were doing in-home/private chef services, this is a different story, as the food is being made onsite. This type of service requires a standard business license and food handling certifications. A permit would be required if you had a food cart or truck, as well. I'd be happy to answer any other questions relating to this with a complimentary call. Contact me if you're interested. Jacinthe

I'm not an expert on German law, so please take everything with a grain of salt. This is never an easy issue because there aren't many persuasive arguments on either side. What usually ends up happening is that the parties defer to a neutral jurisdiction, typically New York law/New York courts or English Law/London courts. The reason being that most major companies worldwide usually have some nexus to either New York or London, so it's something they can agree to. Your best argument for requesting US law is that you are a US company, and the fact that most German companies are still sometimes subject to US law. (Many online companies offer only US terms and conditions, so German companies just have to agree to it sometimes.) I would avoid at all costs agreeing to German law or jurisdiction. Civil law (Europe) is very different than common law (England, US, Canada, Australia etc.) both in terms of the law and procedures. If they won't agree to New York, then push England. If that fails, then delete the governing law provision altogether and you can fight it out if and when a situation in which matters arises. To answer your second question, if you agree to German law and a judgment is rendered against you: (1) having a German judgment against you if you don't have any assets in Germany is a bit useless, as there is nothing to seize if you refuse to pay. They can seek to have the judgment recognized in US courts. This is an expensive process and most companies won't go through the effort because effectively they have to relitigate the matter in the US to get the enforcement order. However, they can do so if they are so inclined. (2) If a judgment is rendered against your company, then my presumption is that as a director or officer, you can encounter issues in Germany if you ever try to enter. This is where I'm least knowledgeable but I'd guess that if a judgement of a court is ignored, then eventually the directors and officers can be subject to criminal proceedings for contempt. If that happens, you could be arrested in Germany if you ever try to enter. I'm just guessing at that last part, but you don't want to go down that road, even if I'm entirely wrong. Ronan

I've been in ecommerce for over a decade and have co-founded and helped start companies collectively driving over $10MM in ecommerce sales. I've consulted for Fortune 500 ecommerce stores. Here's my advice if you're just getting started without a big budget. Note: Some of this is copied from my answer to a similar question. #1) PROVE THE ASSUMPTION: Start with a dropshipper's existing products to figure out what sells best before you spend money on manufacturing and warehousing. Amazon is perfect for this - they will pay you 4%-10% to promote 253,000,000 products (http://bit.ly/1q2M85R) - you can sign up at https://affiliate-program.amazon.com/ Alternately, get very small amounts of the product (maybe even just buy some from a competitor) and try selling them on ebay and amazon. Nothing hurts more than having $50,000 of imported product gathering dust in your fulfillment warehouse while listening to a voicemail from a debt collector. #2) SOURCING There are several options here. Many people prefer Alibaba.com. Warning - if you use Alibaba, you are stepping into a tank of pirahnas. There are more scam "manufacturers" on Alibaba than real ones. Use Escrow or AliSecure Pay if you buy. If the supplier says they only take T/T, Western Union, Moneygram - just say no! I prefer American Made when possible. If you're like me, try Ariba's Discovery Service - http://bit.ly/1q2NFZu - which will allow you to find suppliers with a physical presence in the USA. Note: Many things can be made on demand (someone purchases, one gets made and shipped) instead of in 500+ manufacturing runs. Start there if you can - Books on CreateSpace.com, Clothes on CafePress.com, Playing Cards on MakePlayingCards.com, etc - to test out your exact product. If you decide to source by purchasing product in bulk, find a fulfillment company to store and fulfill (ship) your orders. Amazon does this - http://services.amazon.com/content/fulfillment-by-amazon.htm - but they might decide to crush you like a bug if you're successful (http://bit.ly/1q2V7DX). Other fulfillment companies for e-commerce include http://www.shipwire.com/ and http://www.webgistix.com/ #3) LAUNCH YOUR SITE This is an entire topic in itself. One of the fastest ways I know for newbies to start in e-commerce is with a SquareSpace.com store. Other options include GoDaddy.com and BigCommerce.com. If you can stand to use the templates they provide instead of trying to customize them, you'll save yourself a lot of hassle and expense - customization usually looks terrible unless a designer/coder was hired to do the work. If you do customize, find someone on odesk.com or elance.com. If you're not hard up for money, just build a custom store from the start. If you can't do that, save up some money and then go for it. Focus on increasing conversion rate - for every 100 visitors, get 1 to buy. Then 2. Then 4. Then 8 (8%). #4) MARKET Figure out where your competition is advertising. Are they getting free, "organic" SEO results on Google? Using social media to drive billions of dollars of sales? (NOTE: That was a joke - don't count on social media as the nucleus of your marketing campaign. Please!) Are they paying for Google ads ("PPC"), buying email lists, using strategic partnerships for promotion, relying on shopping portals, using banner advertising, or something else entirely? There's probably a good reason - figure out what it will take to play in those waters. At the same time, try to find a small enough niche that you can win in it. #5) BEWARE Be careful about artsy things. If someone is attracted to something artistic, it's usually because there is a story behind the art for them, or because it's cheap. If you're going to try to sell artistic things, you may want to consider doing some serious research first about who has been successful in that area. Look at etsy.com to see handmade artsy items (very cool). #6) WORTH A LOOK Worth checking out as you start your journey: Art.com, yessy.com, Artfire.com, ArtPal.com #7) DEEP FOUNDATION If you need help, reach out for a 15 minute call and we'll discuss a go-to-market strategy specific to your goals.

Hello - I work as an in-house transactional attorney for a US-based website with 20 million monthly unique visitors around the world, and I've worked on several licensing and ad-rep deals for several countries in Europe, South America, Australia, etc. There are several ways to protect yourself, but at the end of the day you have to trust your partner that you they will want to be honest so you can continue doing business together. That said, you should give yourself an audit right. Not sure what the software is and if it directly correlates to sales, but if so see if you can track yourself or use a third party's tracking software so you can compare numbers with theirs. Also consider including in the agreement a dispute clause, something to the effect that if you dispute their report for a quarter they will have x days to provide you with sufficient evidence to reconcile the dispute to your satisfaction - if not, you can terminate the agreement. Another way to protect yourself would be to ask for a minimum guarantee, but depending on the deal that may be difficult to work in. As far as working internationally, I think the hardest part there is ensuring collections and that you are paid in US dollars. Stand strong on keeping venue and choice of law in the jurisdiction in which you reside, not in theirs. If you'd like to schedule a call to further discuss, I'm happy to chat, let me know! Best, Jeff