small fish v. big fish - exclusivity contract?
grellas: Main concerns:Guard your IP - watch out for open-ended "due diligence" requests or anything else that might leave your IP vulnerable to a predatory partner.Guard your funding options - if they invest as part of the deal, don't give them veto rights over future funding.Guard your competitive turf - any "partner," and especially a well-funded one, can easily become your competitor after the relationship is over. See a good lawyer about steps to prevent this.Guard your people - raiding is not unheard of in this context. Include no-hire clauses in your documents.Guard your rights to derivatives from any joint development - unless you want to create a competitor, don't do as a work-for-hire but get joint rights or, better yet, sole rights to derivatives from the SOW.Guard your own distribution opportunities - limit exclusivity strictly as to time and type of channel.Guard your back from the start - use a good lawyer even at the term sheet stage because both structure and fine points are critical in this type of relationship and you will prejudice yourself if you let poor terms define a term sheet only to have to dig out of them in doing the definitive docs.And don't let them snow you with the "we use these standard documents only" approach - every deal like this is highly customizable and should be done that way.Your description is too general to know what other factors might apply but these are some big ones for many of these types of deals. Hope it helps.