Negotiations: how to make sure I get a good deal
Discussion
Long post, loads of detail and loads of information and a few simple questions but of interest perhaps to anyone with an interest in sales, marketing, negotiation, HR , law and taxation.
Bit of advice needed on the negotiation front. I have what I feel is a great opportunity over the next few months but I need to know what you think the relative contributions are of 3 parties in a deal, and what points I can put forward to secure the best deal for me. What should I be looking to achieve from this? There is also a taxation question at the end!
About 3 years ago I started to develop a product (lets call it an instrument), thinking that it had a market for job selection within the HR departments of large public sector organisations. I have picked it up and put it down between paid jobs which is why it has taken 3 years. I have to be a bit guarded on the exact nature of the ‘instrument’ on a public forum but it is fairly unique and like marmite and the Chrysler cruiser in that you either love it or hate it. Results of trials, one conducted independently, have been very impressive. I am a technical expert in a very niche market and not in sales or marketing and don’t want to be, which is why I am going down the route of taking up a partner(s).
Over the past 3 years I have put about £20k of hard cash into it in developing the pilot web based platform and analysis software for it and about 120 days of my time which I would value at £54k. Over this summer as part of a second pilot a university used the new web site and software as part of two MSc projects which were successful.
I have now been simultaneously approached by a large psychometric test publisher and the university ‘acorn’ funding unit with a view to commercialising the product and the university want to produce a different version capable of measuring ‘brand image’. It has been suggested that we enter a 3 party agreement on these ‘instruments’ for development, sales and marketing.
The product itself is easy enough to copy and as it is more an idea than a tangible product it could be copied without too much trouble. The bit they can’t copy is the analysis software that sits behind it and the scoring algorithm which I have never allowed others access to, and the research base I have developed behind it. Without the research base the wider professional customer won’t touch it for legal reasons. I have applied to register the trademark and have secured the .biz and .co.uk web addresses for it. I also have signed releases for the imagery which is key to the web site content which would have to be re-done if anyone wanted to replicate it. I think that by the time a competitor gets into the market we would be the dominant name and at the next stage and they would always be playing catch up.
The university are offering a full time researcher and supervisor to continue the development work on the version I have (it is completely useable but will require continuing research to keep it at the front of the market) and to develop the new version. With university overheads that is thought to be worth £30-40k over 18 months.
The test publisher is offering to develop a new platform for the existing version and integrate it to their existing online administration and payment service which will enable it to be sold and the analysis and output reports automatically generated (at the moment I have to hand crunch the numbers and then convert that into a report by hand). The platform is going to cost around £30K. They would also then market and sell the existing version (they have a sales and marketing team who I met with last week) and if successful look to use the university researcher to develop further versions. I have done work with them before as an author and got 15% of book sales but not at this level of product development but I understand as the product developer they have paid others a 5-15% commission on product sales. They have no interest in the ‘brand’ version at present because it is not yet developed and because that type of thing is not within their portfolio.
I have offered 2 days a week for the next 18 months to support product development and sales/marketing (worth £63K to £90k). The publisher wants to own the trademark and wants the ‘branding’ version to chose a new but related name to avoid confusion.
The instrument is easily adapted to international use and local markets and has had no problem getting publicity as it is both sexy and controversial to the point where I have even had TV companies wanting to do know about it. The publishers think any publicity is good publicity but I am not so sure!
I see the branding version being quite lucrative but the test publisher won’t support its development, market or sell it at the moment (because there is no product as such and it is too far away from their portfolio). The university may look to form a company with me to do that but lets be fair they are not renowned for go-getting marketing although they do work with the big names and have a ready made market in some respects.
Ideally I want to maintain my role on the development side of both products and take a commission on sales for its use. I think there is also money in training and consultancy in both instruments, although I think the university supervisor sees that potential for him on the branding side too as he is working in that area already. I can see a major/minor and minor/major role for the two of us in training and consultancy but need to ensure my name is associated in people’s minds with the instruments to ensure I can charge a premium price for training and consultancy.
I think the contributions we make are that I am the technical ‘expert’ and own the job having made a considerable investment already and a willingness to keep doing so. The publishers have the sales and marketing savvy and a customer base worldwide as well as the platform to charge for the sales online as they do with other products. The university add credibility and the capacity to access clients through their other projects with blue-chips and public sector without being seen to be ‘selling’. They also find it easier to get the attention of the media on work they produce.
So, the question is, what should I be aiming to get them to agree to (% commission, joint company, my taking the training/consultancy work etc) and what points should I put across from my side. How do we ‘cement’ this deal, do we need formal contracts or to form a company?
Finally, the taxation question. The company I own and work for (just me and Mrs Imran) has paid the development costs to date. Is it best to separate myself from the company and buy the rights from them now or leave it as it is with the company taking the risk and income? These instruments tend to produce a steady but smallish stream of income for many years, especially if the product is continually developed. I was looking to enter semi retirement in about 7 years and wind up the company but wondered if it could be better tax wise to keep ownership of the new instruments with the company, keep it running post my retirement, pay corporation tax on the profits in the meantime and accumulate profits to draw upon during my retirement and pay it at a level to keep me in the right tax bracket?
I told you it was long!
Bit of advice needed on the negotiation front. I have what I feel is a great opportunity over the next few months but I need to know what you think the relative contributions are of 3 parties in a deal, and what points I can put forward to secure the best deal for me. What should I be looking to achieve from this? There is also a taxation question at the end!
About 3 years ago I started to develop a product (lets call it an instrument), thinking that it had a market for job selection within the HR departments of large public sector organisations. I have picked it up and put it down between paid jobs which is why it has taken 3 years. I have to be a bit guarded on the exact nature of the ‘instrument’ on a public forum but it is fairly unique and like marmite and the Chrysler cruiser in that you either love it or hate it. Results of trials, one conducted independently, have been very impressive. I am a technical expert in a very niche market and not in sales or marketing and don’t want to be, which is why I am going down the route of taking up a partner(s).
Over the past 3 years I have put about £20k of hard cash into it in developing the pilot web based platform and analysis software for it and about 120 days of my time which I would value at £54k. Over this summer as part of a second pilot a university used the new web site and software as part of two MSc projects which were successful.
I have now been simultaneously approached by a large psychometric test publisher and the university ‘acorn’ funding unit with a view to commercialising the product and the university want to produce a different version capable of measuring ‘brand image’. It has been suggested that we enter a 3 party agreement on these ‘instruments’ for development, sales and marketing.
The product itself is easy enough to copy and as it is more an idea than a tangible product it could be copied without too much trouble. The bit they can’t copy is the analysis software that sits behind it and the scoring algorithm which I have never allowed others access to, and the research base I have developed behind it. Without the research base the wider professional customer won’t touch it for legal reasons. I have applied to register the trademark and have secured the .biz and .co.uk web addresses for it. I also have signed releases for the imagery which is key to the web site content which would have to be re-done if anyone wanted to replicate it. I think that by the time a competitor gets into the market we would be the dominant name and at the next stage and they would always be playing catch up.
The university are offering a full time researcher and supervisor to continue the development work on the version I have (it is completely useable but will require continuing research to keep it at the front of the market) and to develop the new version. With university overheads that is thought to be worth £30-40k over 18 months.
The test publisher is offering to develop a new platform for the existing version and integrate it to their existing online administration and payment service which will enable it to be sold and the analysis and output reports automatically generated (at the moment I have to hand crunch the numbers and then convert that into a report by hand). The platform is going to cost around £30K. They would also then market and sell the existing version (they have a sales and marketing team who I met with last week) and if successful look to use the university researcher to develop further versions. I have done work with them before as an author and got 15% of book sales but not at this level of product development but I understand as the product developer they have paid others a 5-15% commission on product sales. They have no interest in the ‘brand’ version at present because it is not yet developed and because that type of thing is not within their portfolio.
I have offered 2 days a week for the next 18 months to support product development and sales/marketing (worth £63K to £90k). The publisher wants to own the trademark and wants the ‘branding’ version to chose a new but related name to avoid confusion.
The instrument is easily adapted to international use and local markets and has had no problem getting publicity as it is both sexy and controversial to the point where I have even had TV companies wanting to do know about it. The publishers think any publicity is good publicity but I am not so sure!
I see the branding version being quite lucrative but the test publisher won’t support its development, market or sell it at the moment (because there is no product as such and it is too far away from their portfolio). The university may look to form a company with me to do that but lets be fair they are not renowned for go-getting marketing although they do work with the big names and have a ready made market in some respects.
Ideally I want to maintain my role on the development side of both products and take a commission on sales for its use. I think there is also money in training and consultancy in both instruments, although I think the university supervisor sees that potential for him on the branding side too as he is working in that area already. I can see a major/minor and minor/major role for the two of us in training and consultancy but need to ensure my name is associated in people’s minds with the instruments to ensure I can charge a premium price for training and consultancy.
I think the contributions we make are that I am the technical ‘expert’ and own the job having made a considerable investment already and a willingness to keep doing so. The publishers have the sales and marketing savvy and a customer base worldwide as well as the platform to charge for the sales online as they do with other products. The university add credibility and the capacity to access clients through their other projects with blue-chips and public sector without being seen to be ‘selling’. They also find it easier to get the attention of the media on work they produce.
So, the question is, what should I be aiming to get them to agree to (% commission, joint company, my taking the training/consultancy work etc) and what points should I put across from my side. How do we ‘cement’ this deal, do we need formal contracts or to form a company?
Finally, the taxation question. The company I own and work for (just me and Mrs Imran) has paid the development costs to date. Is it best to separate myself from the company and buy the rights from them now or leave it as it is with the company taking the risk and income? These instruments tend to produce a steady but smallish stream of income for many years, especially if the product is continually developed. I was looking to enter semi retirement in about 7 years and wind up the company but wondered if it could be better tax wise to keep ownership of the new instruments with the company, keep it running post my retirement, pay corporation tax on the profits in the meantime and accumulate profits to draw upon during my retirement and pay it at a level to keep me in the right tax bracket?
I told you it was long!
I would personally negotiate a settlement with the univesity that they didn't take any stake in the product ownership, however they recieved a percentage of sales income for the duration of the products life to which they contribute to.
For example, it may be applicable to say they are offering consultancy that directly attributes to version 1 of the SW release but then they cease to contribute however their existing contribution benefits future releases, in such case you would negotiate a sliding scale contribution of say 100 percent of commission eligble for Version 1, 50 percent for version 2, and 25 percent for version 3 and 0 for version 4 by which time their contribution value would probably be deemed negligble if they didn't contribute beyond version 1.
I would put this clause in play because Universitys are quite reknown to change their minds of ocnmmerical activities according to the whim of the deans of facultys personal motivations so i would not sign a open ended agreement that could see them still staking a claim for research when they no longer contribute. This is specifically valid because they are not the originating inventor of hte product so do not have originating IP in the product, they are merely contributing to its development by adding research crediblity - the value of which would be only tangible during the period at which they contribute and a a period beyond that after which the research has diminishing value if not renewed.
So i would be inclined to offer them a sales revenue split on versions of the SW to which theyir research directly contributes, but you will need this drawing up in very clear terms - you will most certainly need a lawyer to do this and a good IP lawyer at that.
WRT to the publisher.
I would STRONGLY recommend you do not hand over any rights or assignations of names, trademakrs of IP to the publisher. YOu need to regard this deal as highly beneficial to the publisher and very poor protection for you.
Imagine if say Britney Spears handed her name, image and song catalogue over to SOny Music. She loses all rights to her own IP. The published does not need these rights and unless they are planning to buy out the product at a SUBSTANTIAL cash sum (Typically 5-8 times total revenues or a mixed cash/royalty offer) then why give them the rights.
At most you should enter into a standard SW publishing agreement where you give them limited license rights to exploit the SW on certain territories for a specified period of say 3 years. You should also insist on a minimum volume performance for example to ensure they market the market the product correctly during that period. You can sub-license them use of the trademark and name for usage during that period but not assign rights which you should continue to own and be free to exploit in territories and markets they do not have exclusive rights to.
At no point should you grant ownership or title of any of your intellectual property. YOu should also ensure with a IP lawyer that your source code becomes subject to a commercial Non-Disclosure agreement between any party that has access to it. This has the effect that if the SW is passed via your publisher to a 3rd party and a copy made in all or part you can take action under the NDA source code agreement, you should also ensure your licensing agreement covers you fully that any part of the source may not be included in another product without your permission.
From the sound of it you need to consult a specialist SW IP lawyer and ensure that you get agreements in place between the parties, because on the commercial terms the various parties are offering you are giving away a lot of your legal rights and position "through the back door".
Unless the Publishers are paying you substantially up front for lifetime rights, or are funding the project - say for example EA funding a game developer to write their game - then the publisher should simply publish YOUR product and pay you a royalty for each copy sold.
If the product is likely to be as successful as you think it may well be beneficial to consider looking for a specialist SW angel VC investor to see if you could bring the product to market yourself without handing over rights to the publisher. You could find someone who will take say 25 percent stake in your company and put up sufficient money to pay the unversity to act purely as consultant rather than taking a cut, and sufficient funding to cut the publisher out of the eqaution if needed and bring the product to market yourself. If you find the correct individual they may also bring a lot of business/legal/marketing skills to the table.
good luck with your venture.
For example, it may be applicable to say they are offering consultancy that directly attributes to version 1 of the SW release but then they cease to contribute however their existing contribution benefits future releases, in such case you would negotiate a sliding scale contribution of say 100 percent of commission eligble for Version 1, 50 percent for version 2, and 25 percent for version 3 and 0 for version 4 by which time their contribution value would probably be deemed negligble if they didn't contribute beyond version 1.
I would put this clause in play because Universitys are quite reknown to change their minds of ocnmmerical activities according to the whim of the deans of facultys personal motivations so i would not sign a open ended agreement that could see them still staking a claim for research when they no longer contribute. This is specifically valid because they are not the originating inventor of hte product so do not have originating IP in the product, they are merely contributing to its development by adding research crediblity - the value of which would be only tangible during the period at which they contribute and a a period beyond that after which the research has diminishing value if not renewed.
So i would be inclined to offer them a sales revenue split on versions of the SW to which theyir research directly contributes, but you will need this drawing up in very clear terms - you will most certainly need a lawyer to do this and a good IP lawyer at that.
WRT to the publisher.
I would STRONGLY recommend you do not hand over any rights or assignations of names, trademakrs of IP to the publisher. YOu need to regard this deal as highly beneficial to the publisher and very poor protection for you.
Imagine if say Britney Spears handed her name, image and song catalogue over to SOny Music. She loses all rights to her own IP. The published does not need these rights and unless they are planning to buy out the product at a SUBSTANTIAL cash sum (Typically 5-8 times total revenues or a mixed cash/royalty offer) then why give them the rights.
At most you should enter into a standard SW publishing agreement where you give them limited license rights to exploit the SW on certain territories for a specified period of say 3 years. You should also insist on a minimum volume performance for example to ensure they market the market the product correctly during that period. You can sub-license them use of the trademark and name for usage during that period but not assign rights which you should continue to own and be free to exploit in territories and markets they do not have exclusive rights to.
At no point should you grant ownership or title of any of your intellectual property. YOu should also ensure with a IP lawyer that your source code becomes subject to a commercial Non-Disclosure agreement between any party that has access to it. This has the effect that if the SW is passed via your publisher to a 3rd party and a copy made in all or part you can take action under the NDA source code agreement, you should also ensure your licensing agreement covers you fully that any part of the source may not be included in another product without your permission.
From the sound of it you need to consult a specialist SW IP lawyer and ensure that you get agreements in place between the parties, because on the commercial terms the various parties are offering you are giving away a lot of your legal rights and position "through the back door".
Unless the Publishers are paying you substantially up front for lifetime rights, or are funding the project - say for example EA funding a game developer to write their game - then the publisher should simply publish YOUR product and pay you a royalty for each copy sold.
If the product is likely to be as successful as you think it may well be beneficial to consider looking for a specialist SW angel VC investor to see if you could bring the product to market yourself without handing over rights to the publisher. You could find someone who will take say 25 percent stake in your company and put up sufficient money to pay the unversity to act purely as consultant rather than taking a cut, and sufficient funding to cut the publisher out of the eqaution if needed and bring the product to market yourself. If you find the correct individual they may also bring a lot of business/legal/marketing skills to the table.
good luck with your venture.
Hi Imran,
You are right, it is long!
I cant hope to put forward comment on all of the points, but I can put forward a few things to think about.
The first thing is the estimation of your own time as a cost. In these type of things your own time put in is often a 'given' in negotions and relative to your investment to get the %age later on whatever that should be.
You are right though, and as I mentioned on your last thread the 'idea' is copyable. Indeed, common sense would dictate that most ideas could be picked up by a big company and copied leaving you high and dry. The bigger/richer the company the better they can do it. However, this is not the case. If you can give yourself the competitive advantage and a head start of a year or two, thi is enough of a foothold to make a good profit, and if you can continue to develop the product to always stay a couple of years ahead then your competitive advantage would continue.
There is also the factor that the more you 'sign away' the less control over you have over the product. Indeed if another product name is used to sell it which you don't own, then that company in effect own the product, and will make it very difficult for you to reclaim control later even if the terms became very poor.
From my personal experience I can see you are onto a winner. How much of a winner it is will be down to how well the product is completed and sold. How much you make from the 'winner' is indeed down to your decisions now!
If it were myself, I would be really and more definately looking to remain in ultimate control and ownership. The links with the university for you are great and offer a 'selling point' in itself. Of course, the benefits of this deal should be reciprocal for both parties. You get up to date research, and they get the use of your product essentially for free to aid them in their research. Any costs involved I would think very carefully about.
Similarly, with regards to the 'sales' part of it, if you are essentially 'owner' of the product, I would expect what you are offered in the way of a 'commission' to be somewhat larger. Indeed I might suggest that approaching a smaller company might get better results - for example if you appraoched my company I would start negotiations at 50/50!
The benefits of a large company as it could be said that 10% of a lot is better than a larger percentage than nothing. However, 10% of something mediocre is not much at all. If the large selling company do not fulfil their expectations, they are still making a healthy profit at 90% and you are not left with much after all your investment. At 50% even if sales were not as 'maximised' a small company could devote more focus and actually work with you more to mutually develop the product for both of your best interests.
What *is* certain though is until you are physically selling your product, the less publicity you have the better... I have no idea why the marketing company would suggest that without a finished product - it's suicide! Or maybe they have nothing to lose as no deal is done, and they get some interesting data to get an idea of the interest and possible return... hmmm....
In conclusion, ownership is everything, the name, the scoring system, everything. When you own it this makes the proposition of the selling it a lot better for you - indeed if you were 'licencing' the sales part of it to me for say 2 or 3 years, I would initially be looking at a 50% split in relation to the fact of the amount of time and effort you have put it.
You are right, it is long!
I cant hope to put forward comment on all of the points, but I can put forward a few things to think about.
The first thing is the estimation of your own time as a cost. In these type of things your own time put in is often a 'given' in negotions and relative to your investment to get the %age later on whatever that should be.
You are right though, and as I mentioned on your last thread the 'idea' is copyable. Indeed, common sense would dictate that most ideas could be picked up by a big company and copied leaving you high and dry. The bigger/richer the company the better they can do it. However, this is not the case. If you can give yourself the competitive advantage and a head start of a year or two, thi is enough of a foothold to make a good profit, and if you can continue to develop the product to always stay a couple of years ahead then your competitive advantage would continue.
There is also the factor that the more you 'sign away' the less control over you have over the product. Indeed if another product name is used to sell it which you don't own, then that company in effect own the product, and will make it very difficult for you to reclaim control later even if the terms became very poor.
From my personal experience I can see you are onto a winner. How much of a winner it is will be down to how well the product is completed and sold. How much you make from the 'winner' is indeed down to your decisions now!
If it were myself, I would be really and more definately looking to remain in ultimate control and ownership. The links with the university for you are great and offer a 'selling point' in itself. Of course, the benefits of this deal should be reciprocal for both parties. You get up to date research, and they get the use of your product essentially for free to aid them in their research. Any costs involved I would think very carefully about.
Similarly, with regards to the 'sales' part of it, if you are essentially 'owner' of the product, I would expect what you are offered in the way of a 'commission' to be somewhat larger. Indeed I might suggest that approaching a smaller company might get better results - for example if you appraoched my company I would start negotiations at 50/50!
The benefits of a large company as it could be said that 10% of a lot is better than a larger percentage than nothing. However, 10% of something mediocre is not much at all. If the large selling company do not fulfil their expectations, they are still making a healthy profit at 90% and you are not left with much after all your investment. At 50% even if sales were not as 'maximised' a small company could devote more focus and actually work with you more to mutually develop the product for both of your best interests.
What *is* certain though is until you are physically selling your product, the less publicity you have the better... I have no idea why the marketing company would suggest that without a finished product - it's suicide! Or maybe they have nothing to lose as no deal is done, and they get some interesting data to get an idea of the interest and possible return... hmmm....
In conclusion, ownership is everything, the name, the scoring system, everything. When you own it this makes the proposition of the selling it a lot better for you - indeed if you were 'licencing' the sales part of it to me for say 2 or 3 years, I would initially be looking at a 50% split in relation to the fact of the amount of time and effort you have put it.
Useful posts there folks. I must confess that because the publishers have sponsored previous work I have done the relationship has been in their favour and I have sort of drifted in that direction with this one too. They did indicate that my retention of the trademark and instrument was 'not a deal breaker' for them. I am now thinking that if we did a time limited deal they would hate their competitors to get hold of it if it had been selling well and had new vesions in development. It would put me in a David Beckham position at the end of the agreed period of holding all the sweeties and being able to take them to the highest bidder if the current publisher hadn't been fair.
There is an industry practice of licensing which the publisher are well aware of because they have a network of such agreements worldwide and there are instances of more than one publisher in the UK having a licence.
I had also not thought about the implications of the 90/10% arrangement, which is stupid because that is just the situation I got into last time with the sponsored work where they retain 100% of the sales of the instrument and I get just 7.5% (now 15%) of the technical manuuals (and of course you only need one technical manual per customer).
How would I regsiter the source code? There is every chance that we would have to start afresh with the web site but getting the right sequencing etc on the new site would probably mean copying the flash anc cold fusiion stuff, which again I was going to give them on trust. I hadn't thought about signed agreements of non disclosure/use of the algorithim either.
Lots of things to think about, again many thanks.
I have contacted a lawyer from the IPLA with a view to an inital meeting to see the lie of the land/costs.
Thanks for the advice.
I have also done myself a checklist from what you have said eady for a call I expect tomorrow from the publishers to make sure I don't promise anything that I will egret once I have seen the lawyer.
Thanks for the advice.
I have also done myself a checklist from what you have said eady for a call I expect tomorrow from the publishers to make sure I don't promise anything that I will egret once I have seen the lawyer.
Sounds like an interesting venture you have in the offing.
If it helps, the company I've been involved with over the last few years licenses a clinical behavioral model which (amongst other things) uses an instrument to understand a persons behavior and personality. The company acted as a licensee of the model - so the inventor of the model / instrument got paid whenever we used it. Probably not relevant, but you never know.
Firstly, I wouldn't suppose to advise as to what you should ask for/ concede in your deal - the only person who knows that is you, because only you know what really matters to you (is it revenue, equity ownership, fame, respect?) I'd only advise that you know exactly what you want, ask for it, then be prepared to negotiate terms acceptable to you.
As far as negotiating the deal, there are a couple of things I'd recommend. Firstly, if you haven't done a lot of business to business negotiations in the past, find some one you implicitly trust with experience to act as a mentor / adviser, or, go and do a negotiation skills course.
One of the best things I ever did was to go on the Scotworks negotiation skills course, it has served me very well. One of the first things they will teach you is to make sure you are clear on what really matters to you in the deal, and what you believe matters to the other party, then always ask for one of the things that matters to you in return for conceding something that matters to them. Oh, and avoid negotiating with yourself (talking yourself out of asking for something because you don't believe the other party will accept).
Anyway, I may well be teaching you to suck eggs with this, I have no idea what experience you have.
Good luck!
If it helps, the company I've been involved with over the last few years licenses a clinical behavioral model which (amongst other things) uses an instrument to understand a persons behavior and personality. The company acted as a licensee of the model - so the inventor of the model / instrument got paid whenever we used it. Probably not relevant, but you never know.
Firstly, I wouldn't suppose to advise as to what you should ask for/ concede in your deal - the only person who knows that is you, because only you know what really matters to you (is it revenue, equity ownership, fame, respect?) I'd only advise that you know exactly what you want, ask for it, then be prepared to negotiate terms acceptable to you.
As far as negotiating the deal, there are a couple of things I'd recommend. Firstly, if you haven't done a lot of business to business negotiations in the past, find some one you implicitly trust with experience to act as a mentor / adviser, or, go and do a negotiation skills course.
One of the best things I ever did was to go on the Scotworks negotiation skills course, it has served me very well. One of the first things they will teach you is to make sure you are clear on what really matters to you in the deal, and what you believe matters to the other party, then always ask for one of the things that matters to you in return for conceding something that matters to them. Oh, and avoid negotiating with yourself (talking yourself out of asking for something because you don't believe the other party will accept).
Anyway, I may well be teaching you to suck eggs with this, I have no idea what experience you have.
Good luck!
barrettabolt said:
Sounds like an interesting venture you have in the offing.
If it helps, the company I've been involved with over the last few years licenses a clinical behavioral model which (amongst other things) uses an instrument to understand a persons behavior and personality. The company acted as a licensee of the model - so the inventor of the model / instrument got paid whenever we used it. Probably not relevant, but you never know.
Firstly, I wouldn't suppose to advise as to what you should ask for/ concede in your deal - the only person who knows that is you, because only you know what really matters to you (is it revenue, equity ownership, fame, respect?) I'd only advise that you know exactly what you want, ask for it, then be prepared to negotiate terms acceptable to you.
As far as negotiating the deal, there are a couple of things I'd recommend. Firstly, if you haven't done a lot of business to business negotiations in the past, find some one you implicitly trust with experience to act as a mentor / adviser, or, go and do a negotiation skills course.
One of the best things I ever did was to go on the Scotworks negotiation skills course, it has served me very well. One of the first things they will teach you is to make sure you are clear on what really matters to you in the deal, and what you believe matters to the other party, then always ask for one of the things that matters to you in return for conceding something that matters to them. Oh, and avoid negotiating with yourself (talking yourself out of asking for something because you don't believe the other party will accept).
Anyway, I may well be teaching you to suck eggs with this, I have no idea what experience you have.
Good luck!
All good stuff there. If it helps, the company I've been involved with over the last few years licenses a clinical behavioral model which (amongst other things) uses an instrument to understand a persons behavior and personality. The company acted as a licensee of the model - so the inventor of the model / instrument got paid whenever we used it. Probably not relevant, but you never know.
Firstly, I wouldn't suppose to advise as to what you should ask for/ concede in your deal - the only person who knows that is you, because only you know what really matters to you (is it revenue, equity ownership, fame, respect?) I'd only advise that you know exactly what you want, ask for it, then be prepared to negotiate terms acceptable to you.
As far as negotiating the deal, there are a couple of things I'd recommend. Firstly, if you haven't done a lot of business to business negotiations in the past, find some one you implicitly trust with experience to act as a mentor / adviser, or, go and do a negotiation skills course.
One of the best things I ever did was to go on the Scotworks negotiation skills course, it has served me very well. One of the first things they will teach you is to make sure you are clear on what really matters to you in the deal, and what you believe matters to the other party, then always ask for one of the things that matters to you in return for conceding something that matters to them. Oh, and avoid negotiating with yourself (talking yourself out of asking for something because you don't believe the other party will accept).
Anyway, I may well be teaching you to suck eggs with this, I have no idea what experience you have.
Good luck!
In reality at my age and stage of life a steady stream of income and building up some cash in the bank is most important to me so a 'per administration' fee would probably be best. As the instrumnet has inteernation al potential I need to be careful that I only grant licenec to them in the markets they have at present ( Europe) and hold on to the wider rights (although they do have international arrangemnets in the US and Oz).
Frankly the only reason I want to be associated with the product name is to maintain the highest day rate for training and consultancy and have no desire to be 'known' as the controversial and emotive nature of the instrumnet tends to make you a target for the 'disgruntled'!
Imran-vx said:
barrettabolt said:
Sounds like an interesting venture you have in the offing.
If it helps, the company I've been involved with over the last few years licenses a clinical behavioral model which (amongst other things) uses an instrument to understand a persons behavior and personality. The company acted as a licensee of the model - so the inventor of the model / instrument got paid whenever we used it. Probably not relevant, but you never know.
Firstly, I wouldn't suppose to advise as to what you should ask for/ concede in your deal - the only person who knows that is you, because only you know what really matters to you (is it revenue, equity ownership, fame, respect?) I'd only advise that you know exactly what you want, ask for it, then be prepared to negotiate terms acceptable to you.
As far as negotiating the deal, there are a couple of things I'd recommend. Firstly, if you haven't done a lot of business to business negotiations in the past, find some one you implicitly trust with experience to act as a mentor / adviser, or, go and do a negotiation skills course.
One of the best things I ever did was to go on the Scotworks negotiation skills course, it has served me very well. One of the first things they will teach you is to make sure you are clear on what really matters to you in the deal, and what you believe matters to the other party, then always ask for one of the things that matters to you in return for conceding something that matters to them. Oh, and avoid negotiating with yourself (talking yourself out of asking for something because you don't believe the other party will accept).
Anyway, I may well be teaching you to suck eggs with this, I have no idea what experience you have.
Good luck!
All good stuff there. If it helps, the company I've been involved with over the last few years licenses a clinical behavioral model which (amongst other things) uses an instrument to understand a persons behavior and personality. The company acted as a licensee of the model - so the inventor of the model / instrument got paid whenever we used it. Probably not relevant, but you never know.
Firstly, I wouldn't suppose to advise as to what you should ask for/ concede in your deal - the only person who knows that is you, because only you know what really matters to you (is it revenue, equity ownership, fame, respect?) I'd only advise that you know exactly what you want, ask for it, then be prepared to negotiate terms acceptable to you.
As far as negotiating the deal, there are a couple of things I'd recommend. Firstly, if you haven't done a lot of business to business negotiations in the past, find some one you implicitly trust with experience to act as a mentor / adviser, or, go and do a negotiation skills course.
One of the best things I ever did was to go on the Scotworks negotiation skills course, it has served me very well. One of the first things they will teach you is to make sure you are clear on what really matters to you in the deal, and what you believe matters to the other party, then always ask for one of the things that matters to you in return for conceding something that matters to them. Oh, and avoid negotiating with yourself (talking yourself out of asking for something because you don't believe the other party will accept).
Anyway, I may well be teaching you to suck eggs with this, I have no idea what experience you have.
Good luck!
In reality at my age and stage of life a steady stream of income and building up some cash in the bank is most important to me so a 'per administration' fee would probably be best. As the instrumnet has inteernation al potential I need to be careful that I only grant licenec to them in the markets they have at present ( Europe) and hold on to the wider rights (although they do have international arrangemnets in the US and Oz).
Frankly the only reason I want to be associated with the product name is to maintain the highest day rate for training and consultancy and have no desire to be 'known' as the controversial and emotive nature of the instrumnet tends to make you a target for the 'disgruntled'!
And for goodness sake, if you don't already have a really good contract / intellectual property lawyer, find one.
barrettabolt said:
Imran-vx said:
barrettabolt said:
Sounds like an interesting venture you have in the offing.
If it helps, the company I've been involved with over the last few years licenses a clinical behavioral model which (amongst other things) uses an instrument to understand a persons behavior and personality. The company acted as a licensee of the model - so the inventor of the model / instrument got paid whenever we used it. Probably not relevant, but you never know.
Firstly, I wouldn't suppose to advise as to what you should ask for/ concede in your deal - the only person who knows that is you, because only you know what really matters to you (is it revenue, equity ownership, fame, respect?) I'd only advise that you know exactly what you want, ask for it, then be prepared to negotiate terms acceptable to you.
As far as negotiating the deal, there are a couple of things I'd recommend. Firstly, if you haven't done a lot of business to business negotiations in the past, find some one you implicitly trust with experience to act as a mentor / adviser, or, go and do a negotiation skills course.
One of the best things I ever did was to go on the Scotworks negotiation skills course, it has served me very well. One of the first things they will teach you is to make sure you are clear on what really matters to you in the deal, and what you believe matters to the other party, then always ask for one of the things that matters to you in return for conceding something that matters to them. Oh, and avoid negotiating with yourself (talking yourself out of asking for something because you don't believe the other party will accept).
Anyway, I may well be teaching you to suck eggs with this, I have no idea what experience you have.
Good luck!
All good stuff there. If it helps, the company I've been involved with over the last few years licenses a clinical behavioral model which (amongst other things) uses an instrument to understand a persons behavior and personality. The company acted as a licensee of the model - so the inventor of the model / instrument got paid whenever we used it. Probably not relevant, but you never know.
Firstly, I wouldn't suppose to advise as to what you should ask for/ concede in your deal - the only person who knows that is you, because only you know what really matters to you (is it revenue, equity ownership, fame, respect?) I'd only advise that you know exactly what you want, ask for it, then be prepared to negotiate terms acceptable to you.
As far as negotiating the deal, there are a couple of things I'd recommend. Firstly, if you haven't done a lot of business to business negotiations in the past, find some one you implicitly trust with experience to act as a mentor / adviser, or, go and do a negotiation skills course.
One of the best things I ever did was to go on the Scotworks negotiation skills course, it has served me very well. One of the first things they will teach you is to make sure you are clear on what really matters to you in the deal, and what you believe matters to the other party, then always ask for one of the things that matters to you in return for conceding something that matters to them. Oh, and avoid negotiating with yourself (talking yourself out of asking for something because you don't believe the other party will accept).
Anyway, I may well be teaching you to suck eggs with this, I have no idea what experience you have.
Good luck!
In reality at my age and stage of life a steady stream of income and building up some cash in the bank is most important to me so a 'per administration' fee would probably be best. As the instrumnet has inteernation al potential I need to be careful that I only grant licenec to them in the markets they have at present ( Europe) and hold on to the wider rights (although they do have international arrangemnets in the US and Oz).
Frankly the only reason I want to be associated with the product name is to maintain the highest day rate for training and consultancy and have no desire to be 'known' as the controversial and emotive nature of the instrumnet tends to make you a target for the 'disgruntled'!
And for goodness sake, if you don't already have a really good contract / intellectual property lawyer, find one.
I have an utterly awesome IP lawyer if it helps. Top chap, not cheap but he is worth every penny. I use him both for private stuff and by sheer coincidance he also represents a company I know work for as well. I cannot recommend this guy highly enough. Nice chap when you meet him and very helpful but never, ever get on the other side of a fight with him. Good in your corner, very bad news if he is in the other corner.
Pappa Lurve said:
I have an utterly awesome IP lawyer if it helps. Top chap, not cheap but he is worth every penny. I use him both for private stuff and by sheer coincidance he also represents a company I know work for as well. I cannot recommend this guy highly enough. Nice chap when you meet him and very helpful but never, ever get on the other side of a fight with him. Good in your corner, very bad news if he is in the other corner.
Thanks Pappa, I am at at early stage and will see what the loacl guy has to say on Wednesday. I am hoping what I ned is simple ( if only because it halves the hourly rate! from £400 to £200)Original post under nmy previous PH name.
Met with the IP lawyer on Wednesday. He has suggested a number of steps to ensure the IP is protected but the publisher says it has standard developer contracts and any variation would require board approval which is unlikely. I am happy that most of the concerns that the lawyer had can be addressed in other ways (e.g. the publisher has said they will not develop competing versions or use data to develop prodict if I do walk away).
Anyway, the key sticking point is that the lawyer is suggesting that to ensure the publisher promotes the product I should have agreed sales targets with break points if these are not met. He feels promises to 'actively promote through sales and marketing' are too vague and would require action to prove what was 'active promotion'. The publishers says that it is happy to agree a schedule of sales and marketing actib=vity but won't be tied to sales because it is such a new and quite unusual product to market. I am have a written commitmnet to adverts in the key trade publicatuions, a prominent place at trade shows and the insertion of the product in their international catalogue but nothing tying them to sales. They have offered btreak points where I can walk away with my copyright and IP but we haven't identified those points yet.
Met with the IP lawyer on Wednesday. He has suggested a number of steps to ensure the IP is protected but the publisher says it has standard developer contracts and any variation would require board approval which is unlikely. I am happy that most of the concerns that the lawyer had can be addressed in other ways (e.g. the publisher has said they will not develop competing versions or use data to develop prodict if I do walk away).
Anyway, the key sticking point is that the lawyer is suggesting that to ensure the publisher promotes the product I should have agreed sales targets with break points if these are not met. He feels promises to 'actively promote through sales and marketing' are too vague and would require action to prove what was 'active promotion'. The publishers says that it is happy to agree a schedule of sales and marketing actib=vity but won't be tied to sales because it is such a new and quite unusual product to market. I am have a written commitmnet to adverts in the key trade publicatuions, a prominent place at trade shows and the insertion of the product in their international catalogue but nothing tying them to sales. They have offered btreak points where I can walk away with my copyright and IP but we haven't identified those points yet.
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