Confidentiality Agreements for Distributors..help.

[KEVINS]

I have been approached by a BIG Mustang performance shop that is wanting to discontinue selling thier current brand UCA's and sell mine instead. I have been approached a few times about this and I think it's about time I do it. I want/need Leagal info on a Confidentiality Agreement or a Distributor Agreement that would prevent them from duplicating my design or something that Distributors would sign before selling my product??? I'm sure there is some sort of agreement that gets sign can somebody fill me in on the details??????

PLEASE HELP!!!
ks

 

[2quiktocare]

Kevin, from what I have seen in any business, I would make sure you have at least a non competition claus so they can't legally come up with a part to sell against yours. Many times a business will buy a part from someone and reverse engineer it. They can sell the part for less due to the fact they have no R & D cost involved. If you don't have your items patented, at least get them trademarked, so if they suppliment their stock with knock off parts, you can get them with that. Also, spend the money and talk with an attorney prior to going into any joint effort with them, or any other business. Mark

 

[KEVINS]

Originally posted by 2quiktocare
Kevin, from what I have seen in any business, I would make sure you have at least a non competition claus so they can't legally come up with a part to sell against yours. Many times a business will buy a part from someone and reverse engineer it. They can sell the part for less due to the fact they have no R & D cost involved.

This is my main concern. I don't want them copying it or having somebody duplicating it for them. They have already had one of my kits and did their own testing on 7 different cars with it and it out performed their "Name Brand" UCA's so they want to get out of selling them altogether

I need to find a copy of a Non Competition Claus, now...

Thanks for the idea!!!

 

[BlownZ]

Call a lawyer. That advice is the best you will get on here and it was free. I doubt this vendor is going to reverse engineer it or they would have already done it. They could simply buy a set of yours now and copy them if that were their intention but intentions do change. Call a lawyer.

 

[bruce]

Getting a lawyer takes some of the profit out and raises the headache level.

And when your done, unless you really have the means to fight any problems, you might have nothing to show.

Make a few bucks if you can, and try to have fun making money doing what you like to do. Assuming this is something you actually like doing.

And if someone wants to get a little clever, they can copy your stuff anyway, piracy is just too tolerated anymore. Sickening as that may be.

 

[2quiktocare]

Piracy is a problem often looked over Bruce, but the main thing is that having it in writing is sometimes enough of a deterant. Some people just don't want the hassle of a suit, and even more so if it is a big company that has a lot to loose in the market place. I would cover my bases and play it safe rather than just fly with a hope and prayer. Lawyers do raise the level of tension, but some of them do actually do some good work. Mark

 

[KEVINS]

My biggest concern is protecting ME and what I personally own (house, cars, etc) from any mishaps so I will have to Incorporate the business which, from my understanding, does exactly that.
From there it's just a matter of protecting the design but I can't do that forever so I will have to do the best I can.
I'm excited that this is happening. I hope it doesn't cost a fortune to cross all the T's and dot all the I's and so far it dosen't sound to bad.
A lawyer may not be too costly but I'll at least check into it. This is usually free and I have good contacts that can point me in the right direction.

ks

 

[Little6pack]

would that be called a patent ?

 

[KEVINS]

I have done other things that keep the design "protected" as much as I can like limit the photos on my web site (they don't show all the detail of the design), don't give out spec's etc... That's about all I can do really.

 

[John Larkin]

You're very smart by protecting YOU first. Anytime you get into a potential safety issue, the sky's the limit. Be sure to ask the possibility of simply selling your design to them with royalty rights. You might be able to incorporate and also do the building for them but they would be the design owner. Just another twist in the blame game......

 

[SuperSix]

Get a lawyer.. Very simple.

 

[KEVINS]

Originally posted by SuperSix
Get a lawyer.. Very simple.

Not as simple as you may think and not everything requires a lawyer. Since my budget is still very limited I will keep it as simple as needed but I WILL cover my assets with a lawyers input.

I also have great resources that I can use (I work for Stanley Tools) and this is proving to be very valuable in seeing what I need and what I don't need.

Not every business transaction needs a 10 page report to protect myself and a lot of distributors will shy away from those types of contracts. Keep is simple, safe and friendly is what I am told.

 

[SuperSix]

If the deal is at all lucrative, the 150-200 dollars spent on a real lawyer's opinions and guidelines will be money well spent.

 

[KEVINS]

If it was ONLY 200 I'd be happy.. It will cost at least that just to get Incorporated (it cost my parents $300). I am looking for cheaper/younger lawers who don't charge as much. I'm expecting to pay $1000 in lawyer fees which comes close to draining my account if I go the FULL route..

 

[Blown&Injected]

The lawyer will be more appreciated before (for advice) than later (in a conflict).

S-Corp. Inc type protection but taxed like an individual.

Lots of this type of thing can be done by yourself - Lots of the business legal stuff is simple pro-forma, fill in the blanks type stuff. Check out the forms at Office Depot/Staples... The lawyer should be glad to tell you where you may be able to do some of the work and that will help keep your costs down.

 

[KEVINS]

I did a search for Distributor Agreement and there are a ton of them to look at. I found several that I can modify to meet my needs and they are all about the same.. So this portion should be easy

 

[KEVINS]

OUCH!
For you lawyers out there I am looking at doing an LLC. I was just quoted $750-1200 to get the paper work taken care of. Does this sound like a reasonable price?????
I was expecting $300-500max but if it's going to cost more then I need to wait to get it done b/c the funds are not there..

I'm looking for another quote so hopefully I can find somebody cheaper...

Let me know whatcha think

 

[KEVINS]

Time to bend over....

Well, there are only 3 business lawyers in this city of 150k and they all charge the same amount so I will just wait a bit then suck it up and get it taken care of... It does look like it will be at the lower end of the quotes b/c of the simplicity of my business...

 

[SuperSix]

Wow.. I paid $600.00, went through my accountant to do it. I dont thinl you need a lawyer to start a corporation.

 

[KEVINS]

geezz.. my brother is an accountant and he recommended a lawyer.. hmm.. time for more digging.. Thnx!