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QLD What Options Other Than Partnership Agreement Do I Have?

Discussion in 'Commercial Law Forum' started by HHero, 4 July 2016.

  1. HHero

    HHero Active Member

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    Hi everyone,

    I've spent over the last year creating a product in the hangover industry. Because my background is medical, marketing has been an issue for myself and I have since found a marketing guru in the USA who saw a big market and wanted to be involved. We have come to the agreement for 25% of the revenue generated to be paid to him for the remaining stock.

    I wanted to know what and where would I seek an agreement that allows me to own full IP of the business and product but commit to still providing him with his 25% share of the remaining stock. I essentially want to maintain full ownership of the business whilst having an agreement to give him 25%.

    Any recommendations of assistance on commercial law would be greatly appreciated! It doesn't appear as though a simple partnership agreement would suffice.
     
  2. Rod

    Rod Well-Known Member

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    Asking this question indicates you should get a lawyer to do this deal properly. If the product is a huge success you stand to lose a lot of money if you get the deal wrong. You want a lawyer/firm who understands IP and business agreements. Both are important to you.
     
  3. HHero

    HHero Active Member

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    Yep, been looking online but failed to find any content marketing that demonstrated a good understanding of what I wanted. Happy for anyone to recommend a lawyer with experience with e-commerce affiliate or partnership agreements.

    Thanks.
     
  4. Michael T

    Michael T Well-Known Member

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  5. Tim W

    Tim W Lawyer

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    Just to be clear - unless you are an MB BS or equivalent,
    your background is not "medical", and to so claim, when it is not true, is to risk being misleading and deceptive.
     
  6. HHero

    HHero Active Member

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    Yeah I'm a doctor with a bachelor of medicine and surgery. Thoughts on the rest of the post?
     
  7. Tim W

    Tim W Lawyer

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    Well, since you ask....
    1. I will assume for this post that your claim to be a doctor is true.

    2. You are a fool to try and use IP overseas without formal legal advice in both countries.
      Sure, it is your right. And sure, it seems to be a lot cheaper.
      It's also your right to perform open heart surgery on yourself - doesn't mean it's a good idea.

    3. You found a marketing guy off the internet, and you want to given him a deal that he thought of?
      A fool and his IP can be sooner parted than a fool and his money.

    4. Have you given any thought at all to the regulatory aspects of selling a therapeutic good in the US?
      And if so, are you satisfied that your "marketing guy" has adequate clue?

    5. Of course there's an alternative to partnership.
      Let's assume that you understand the difference between partnership as defined legally,
      and partnership as used in the marketing trade....
      You can either licence the patent (you do have a patent, right?) to him, or
      it could be simple manufacturer/wholesaler buy-and-sell transaction, or
      you could appoint him as your agent in a defined territory.
     
  8. HHero

    HHero Active Member

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    1. Yes, don't see a point in making this up. I am one, it's a point of difference in the market.

    2. I have secured a trademark for the product and sought IP legal advice.

    3. I didn't meet this marketing guy online. He runs fulfilment for my business and offered a few marking strategies for a commission of those sold as a result.

    4. Spent a good year going through consultants for FDA and TGA guidelines so well aware. Was produced by a FDA approved facility.

    5. I don't understand the different options for this which is why I've posted here. Looking for a recommended legal team to assist with it before proceeding.
    No patent as there are other products like it on the market.
    I like the wholesale suggestion you have made.
     
  9. Tim W

    Tim W Lawyer

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    and
    If you've already had legal advice, why not use the same guys again?
    It is not our custom in here to recommend one firm over another (just as we don't solicit new clients here either).
    Brisbane has a number of very good specialist IP firms, with solid track records in the commercialisation of medical and therapeutic IP.
     
  10. HHero

    HHero Active Member

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    Previous team was IP only team on the Gold Coast. I'll have to look harder for these in Brisbane you've highlighted.
     

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