Business law: what the lawyer reads before the first call
Alex Morgan answered the questions from a firm’s booking link. After the lawyer cleared the names for conflicts, this is the top of the brief. Not legal advice.
What Alex wants to know: “What should be in place before we sign the retailer’s vendor agreement?”
The brief
The issues to raise first
1 Who owns the recipe needs checking
“Our recipes were developed with a contract manufacturer in Ohio, and I’m not sure who owns them.”
An outside manufacturer helps make the product. The contract and development history may determine who can use the recipe. Confirm who created it, what was signed, and whether the manufacturer has any rights before treating ownership as settled. A retailer’s vendor agreement may ask them to promise they own or have the rights to the product.
Ask
- Did they develop the recipe before working with the manufacturer, or together?
- What do the signed terms say about ownership, permitted use, confidentiality and rights after the relationship ends?
2 The retailer’s paper may ask for promises about the product
“A national retailer wants our sauces in 40 stores by spring, and they sent us their vendor agreement.”
Retail vendor agreements can shift product risk to the supplier: ownership and compliance warranties, indemnity, insurance requirements and recall duties. Check whether they can make those promises before they sign.
Ask
- Which of the retailer’s terms has it said are fixed, and when does it want the agreement signed?
- Do they carry product liability insurance, and does it name the retailer?
3 They say the founders never signed anything between them
“My co-founder and I never signed anything between us.”
By their account, nothing signed records who owns what. If a founder leaves or the founders disagree, the split rests on memory and messages.
Ask
- What split did the founders agree to, and is it written anywhere: formation filings, an email, a pitch deck?
- What stock or membership interests were actually issued, and do the records match the split and any vesting?
Documents to ask for
- The manufacturing, co-packing or supply agreement, and any NDA with the manufacturer
- Anything showing who developed it and when: notes, emails, test batches
- The retailer’s vendor agreement or standard terms
- Any product liability insurance certificate
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