We are a document parsing SaaS startup (bootstrapped, in our 2nd year), approached by a customer for a B2B deal requesting an exclusive user right in their country. The customer is the biggest company in their country with over 20k employees.
Although we dealt in 4 other B2B agreements, this is the first time we are dealing with exclusive country rights. I fear missing out on clauses in the agreement. Hence, I'm requesting the group for help/advice/guidance in this.
A couple of clauses I think are
1. Volume: Monthly volume commitment, so that they don't take advantage of the agreement by not using our service and we locking out to not provide services to their competitors/country
2. Marketing: we can use their brand in our clientele.
Seeking for the inputs from the community. Thanks in advance.
If you are hell bent on taking this deal, ask them to pay for the Product on top of giving you distribution (reselling or licensing) this to other businesses in that Country. Get minimum guarantees and make it a timed deal with the option of walking out at any time. If you want to sell the Startup tomorrow this can be one of your biggest headache.
Disclaimer: INAL