Licensing a Name to a Business - What Happens if it's Sold

[leafgreen]

My question involves business law in the state of: Florida.

Let's say a webmaster (Jim) is in negotiations with an author (Bob) to license his book name "Example123" and use it for a web store. Bob would have no active involvement in the store. They have agreed to a royalty %, but are stuck on the terms if Jim sells the store to someone else. What are the typical arrangements in this scenario?

One thing about which Bob is rightfully concerned: the store may sell to a competitor that might shut the store down, and then Bob will lose the royalty income. Thank you in advance for your input!

[Mr. Knowitall]

If you want to end the licensing agreement if the company is sold, or want to reserve the right to terminate the agreement if you don't approve of the buyer, negotiate those terms into your licensing contract.

[leafgreen]

um, of course. That's like saying, "Turn on the ignition if you want to drive."

Anyway, it doesn't answer the question...

[free9man]

um, of course. That's like saying, "Turn on the ignition if you want to drive."

Anyway, it doesn't answer the question...

You asked what the typical arrangements are to protect Bob in the event of a sale. Mr. Knowitall DID answer your question...put the terms Bob wants (such as right to terminate contract or veto sale) regarding a sale in the contract. If Jim does not like the terms, then they do not do business together.

[Dr.Sam]

Exactly what is being licensed? A book title does not meet requirements for copyright. A book title alone is not sufficient for trademark. It sounds more like a marketing contract than an intellectual property contract. When you get to contract law the point is to make it what you want, not what someone else might do. No one can tell you much more until you have figured out what form of property is being licensed.

[KeyWestDan]

Book titles are NOT protected by Copyright. A book title would have to be separately registered as a trademark. Yes a book title is sufficient for a trademark. Movie and television show titles are registered as trademarks all the time. How do you think Star Wars has protection to control marketing all the junk using those trademarks.

Sam, you certainly are no doctor of law.

If the book title is not a registered trademark, there is no intellectual property to be licensed.

A contract would be part of the assets of the site /business and can be assigned to a new owner if the contract allows assignment. It could be that the contract only allows assignment with the approval of the author, but that would make the contract worthless as an asset if the author does not agree.