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Which are the most frequent points in cooperation agreements between corporate spin-off and the corporate?

I am currently building (with other 2 co-founders) a spin-off with a medium size firm in the Media Marketing field, our startup is the same area too. One of us is already working for them as a part-time employee.

We have encountered many startups in the area of media marketing, but none of them born as a corporate spin-off. We are setting up the alpha draft for the agreement we will shortly send to the corporate. Do you have any experience with this type of agreement? We are looking for tips in order to design a good fit contract.

We are working on our technology and they will let us work outside the building, we have the chance to create our own brand and logo.

We also want to be free to hire if necessary. For any issues with customers, payments and contracts the company will help us, in the same way it will support us in any legal case might occur, that’s great! The money we should gain will be firstly directed to them and then a % of it will come back to us, which could be a good %?

In terms of cooperation, we thought to design no more than a 2/3year contract with them.

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