• Brief Advice: Negotiating Strategic Alliance Agreements
  • September 8, 2008 | Author: Gregory Harrington
  • Law Firm: Arnold & Porter LLP - Washington Office
  • LexisNexis Martindale-Hubbell posed the following question to provide a variety of views on this important topic:

     

    What are the most effective ways to negotiate strategic alliance agreements in complex commercial transactions?

     

    The most successful types of strategic alliances are the ones that benefit both sides equally. However, achieving that type of balance requires a great deal of planning, and in-house counsel must consider many factors during negotiations. Even the most well structured agreements may not work out, so planning for changes or even the dissolution of the agreement should be part of those initial negotiations.

     

    Response:

     

    First, you need to understand your client’s goals. Is the alliance exclusive?

    Who owns the assets? Also, prepare your client for the negotiations. Discuss relative contributions, geographic or market reach, decision making within the alliance, division of profits, etc. Just as important, understand the other side. Why have they chosen to work with your client? What do they contribute (technology, access)? What other alliances have they formed?  Finally, remember that this is an alliance, so find a way to address less pleasant issues—indemnification, termination, dispute resolution—amicably.