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Vincent Broyles

Don't Give Up Your IP For a Revenue Share Deal

Revenue Share and Partnerships Aren't Always What They Seem to Be.


If you’re a startup founder, you know the promise of partnerships and capital can be game-changing. New opportunities often come with tempting offers of revenue-sharing deals or access to an extensive customer base, and it’s easy to feel that you’re on the brink of a breakthrough. But there’s a catch: sometimes these “opportunities” can be more about extracting your technology’s value than about forming a truly collaborative partnership. You may encounter potential investors or partners whose main interest seems to lie in understanding the “secret sauce” of your technology rather than establishing a fair, mutually beneficial deal.

So, how do you protect your intellectual property (IP) while remaining open to growth and collaboration? Here’s a deep dive into navigating these scenarios with confidence, setting clear boundaries, and protecting what’s uniquely yours—all without closing the door to valuable deals.

1. Recognize the Red Flags in “Revenue Share” Deals

When a revenue-share proposal lands on your desk, it can feel like a straightforward win-win: they bring the market access, and you bring the technology. However, many of these deals can come with hidden costs. Look out for red flags, like a lopsided revenue structure where the partner takes a hefty cut for minimal effort. If, after crunching the numbers, it seems you’d do better by selling directly to customers, take it as a sign that your product might hold more independent value than you initially thought. Additionally, be wary if they seem eager to get a peek into your IP under the guise of "understanding" the tech and be wary of "design review sessions". If they’re more interested in dissecting your innovation than discussing its potential for growth, they may be fishing for more than a partnership.

Bottom line: Don’t trade away key aspects of your IP for exposure or market access if you could achieve a better return alone. The goal is collaboration, not control, so if a deal seems one-sided, it’s worth reconsidering.

2. Protect Yourself with Clear Legal Terms from the Start

Before you get into any specifics, it’s vital to establish strong legal foundations. A custom Non-Disclosure Agreement (NDA) should be your first line of defense, specifying that proprietary technology and methods cannot be used without consent. A well-tailored NDA can shield you from IP leaks, and confidentiality and ownership clauses in any partnership agreement can clarify who holds IP ownership and under what conditions information can be shared. Don't be too shy to include specific actions the parties may or may not take after signing your NDA.

Even better? Consulting an IP lawyer before you sign on the dotted line. They can help you spot potential loopholes, giving you a clearer picture of your rights.

Tip: Create a set of standardized agreements for all partnership discussions so you’re not left scrambling for legal language when an opportunity arises.

3. Use a Staged Approach to Information Disclosure

Balancing the need to showcase your tech with the need to keep your IP safe is a tricky act. But a staged disclosure approach can help. Start with the outcomes of your technology—cost savings, efficiency gains, or performance enhancements—without revealing the technical details behind it. Use case studies, data-driven demonstrations, or general performance metrics to highlight the benefits without disclosing the methods.

For example, if you’ve developed an AI that drastically improves energy efficiency, you can share the percentage of energy saved without unveiling the algorithms that make it possible. By disclosing information incrementally, you maintain control over what’s revealed based on the seriousness of their commitment.

Example: Frame discussions around measurable outcomes, such as “Our technology has saved clients an average of 25% in annual energy costs,” rather than sharing the underlying mechanics.

4. Propose Alternative Deal Structures to Protect Your Control

When a potential partner pushes for a revenue share, you don’t have to default to their terms. Alternative structures, such as performance-based compensation or non-exclusive, time-limited partnerships, can offer both parties value while protecting your control.

For example, if they’re truly confident in their market reach, you could structure compensation around specific sales targets rather than a blanket revenue share. Or propose a non-exclusive, time-bound partnership that allows you to retain the option to move on if the deal doesn’t deliver.

If their primary interest is understanding your tech in real-world applications, consider allowing them data access instead of profit-sharing, giving them anonymized insights without sacrificing your IP rights.

Key Tip: Retain authority over pricing and customer terms to protect your profit margins and secure your long-term market position.

5. Emphasize the Value of Direct Customer Relationships

Direct customer relationships are not only more lucrative but can provide insights that deepen your market understanding. In partnership discussions, highlight the value of these connections. Direct feedback from customers enables you to adapt swiftly and keeps your finger on the pulse of market needs, while building brand loyalty and trust directly with your audience.

Working closely with customers also allows you to adjust pricing or add features without navigating a third party. Emphasize that direct relationships enhance both customer satisfaction and your brand’s strength—a value that may diminish if your tech is funneled through a middleman.

6. Vet Partners Thoroughly Before Making a Commitment

Before you dive into a partnership, it’s worth looking into your prospective partner’s history. Research past partnerships they’ve had with other startups. Do they have a reputation for respecting IP and nurturing partner growth, or are they known for aggressive acquisitions? Better yet, seek out founders who have worked with them before to understand if promises around IP protection were upheld.

If the appeal of the partnership lies in customer access, consider whether you could reach flagship customers on your own. Many early adopters and flagship customers are open to innovative technologies and may offer you valuable validation without requiring an intermediary.

7. Position Yourself Confidently as an Industry Expert

Finally, position yourself as a sought-after expert in your field, not merely a small startup looking for a hand up. Your technology is valuable, and you should approach negotiations with a sense of confidence in your product’s market impact. By sharing metrics and case studies, you can back up your IP’s worth in concrete terms, positioning yourself as a solution provider rather than just another tech supplier.

Make your boundaries known early, letting potential partners know that your vision for long-term growth includes retaining control over your IP. Establishing these parameters shows that you’re here for meaningful partnerships, not just any opportunity that comes along.


What to Expect During Due Diligence for an Investment

Entering a due diligence phase with a potential investor is a promising step, but it also brings heightened scrutiny to your intellectual property (IP). Investors want to ensure they’re backing a technology with strong potential and unique value, which often means you’ll be asked to share details about your product’s functionality, competitive advantages, and future scalability. Understanding what to expect during these discussions can help you strategically prepare while protecting your core IP.

  1. High-Level Overview First: Due diligence often starts with an overview of your IP to understand its general value and relevance in the market. Expect to discuss your product’s unique features, intended market applications, and high-level functionality. At this stage, share outcomes rather than methods. Investors are typically interested in why your product matters to its target audience and what it achieves—like specific metrics or benefits—without needing access to the technical mechanisms.

  2. Detailed Analysis Requests: As the process advances, investors will want a more in-depth understanding of the technology’s uniqueness. This often includes detailed descriptions of proprietary processes, competitive differentiators, and your company’s future plans to scale the technology. While they may ask probing questions, it’s still wise to limit exposure of your proprietary methods, algorithms, or code until you see a clear and committed path to investment. If technical documentation or confidential materials are requested, have NDAs and confidentiality clauses securely in place and specify exactly what information will be provided.

  3. Verification of IP Ownership and Protection: Investors often require verification that your IP is both legally protected and genuinely original. This means you may need to share any patents, trademarks, or copyright registrations tied to your technology. If your IP is pending registration, be prepared to discuss your protection strategy in detail, explaining measures you’ve taken to prevent unauthorized use or duplication. Ensure you have strong legal counsel involved in reviewing all IP documentation to confirm that your rights are airtight before sharing them with external parties.

  4. Third-Party IP Audit: In some cases, investors may request a third-party audit of your IP to verify its originality and protection status. While this can feel invasive, it’s a common practice that can ultimately strengthen your position, demonstrating to the investor (and to future partners) that your IP holds substantial and legitimate value. Discuss with the audit firm beforehand to clarify boundaries, and outline which portions of the IP are accessible for review versus those kept confidential. A limited-scope audit may be an option, where only specified areas of the IP are evaluated to minimize risk.

  5. Licensing Agreements and Access Controls: To provide proof of IP capability without overexposing, consider offering access through controlled demonstrations or temporary licensing agreements. For example, providing investors with limited, supervised access to test environments or non-production versions of your technology can allow them to see the technology in action without exposing critical IP components. If demonstrations are necessary, ensure agreements specify access limitations, including non-replicable and non-distributable use clauses, to maintain your IP’s security throughout the process.

  6. Clear Roadmap and IP Strategy: Lastly, investors want to see that your IP has a secure and strategic future. Prepare to outline your plans for ongoing development and any additional IP protections or future applications. Showing a roadmap with milestones for scalability, new market entry, or additional IP protections demonstrates that you’re not only innovative but also capable of safeguarding and expanding your technology in a competitive landscape. This long-term vision reassures investors that your company is built to last, enhancing your credibility and negotiating power.


By anticipating these steps and preparing strategically, you can navigate due diligence with confidence. While investors may require a degree of transparency, carefully controlling your disclosures and maintaining well-defined boundaries ensures your IP remains secure. With a proactive approach, due diligence becomes a powerful platform to prove your technology’s worth while setting the stage for a mutually beneficial partnership.


Key Takeaway

As a founder, your IP is a cornerstone of your startup’s value, and safeguarding it is crucial for maintaining your brand’s unique edge. With a cautious approach and clear legal boundaries, you can weed out deals that don’t align with your goals. From rock-solid NDAs to carefully considered deal structures, there are countless ways to grow without compromising what makes your technology special. When you approach each opportunity with confidence and a clear strategy, you ensure that your startup’s future remains firmly in your hands.

Growth doesn’t have to come at the cost of control. With the right approach, you can scale your startup, forge meaningful partnerships, and keep your technology’s integrity intact.

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