Commercial Contracts
Two agreements decide what your margin actually is. The one with your co-man, and the one with the retailer.
Most brands sign both off the other side's template.
The co-man agreement settles who owns the formula, whether they can run it for someone else, and what happens when they miss a run in your biggest quarter. The retailer agreement settles chargebacks, fill rate penalties, markdown allowances, and who absorbs it when a shipment lands late.
Both usually get signed at a moment when you needed the capacity, or needed the door, more than you needed the terms. We read them the way a buyer's counsel will read them later.
Real Industry Insight
The clause that most often costs a brand real money is assignability.
A co-man agreement that does not survive a change of control hands your manufacturer a seat at your exit table you never meant to give them. It is one sentence, it is invisible in a term sheet, and it is among the first things a buyer's counsel checks.
Exclusivity does the same thing on a slower clock. It reads as protection the week you sign it, and as a cap on your supply chain two years later when you need a second facility to hold a national rollout.
Neither shows up in a monthly report. They show up when someone is trying to buy you, or when a co-man misses a run and you find out what your remedies actually are.
What We Handle
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Retailer vendor agreements and routing guides, chargeback and fill rate exposure, markdown allowances, and distributor terms when you enter a new territory.
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Formula ownership, exclusivity, MOQs, tooling, and quality specs, plus what happens to your inventory and your IP when a run is missed or an agreement ends.
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Both directions. When you are the brand, and when you are the manufacturer.
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Getting the IP, regulatory, and contract file in order before the data room opens, so diligence does not surface something that moves the price.
This is one function of an in-house legal department.
Our clients engage us across several.
