Can You Sell A Business But Keep Your Rights To The Brand Identity?

Selling your business in Pittsburgh is a significant decision that requires careful planning and strategic execution. Planning a sale is a complex process, especially when you desire to maintain your brand identity throughout the sale. Whether you are looking to retire, transition to a new venture, or simply move on, the goal is to ensure a smooth process and maximize the value of your business while preserving the reputation you have built. 

Steps To Selling Your Business in Pennsylvania While Retaining Your Brand Identity

Selling a business in Pittsburgh involves several steps, including valuing your business, finding a buyer, negotiating terms, and finalizing the sale. However, one critical aspect that you may want to retain is your brand identity. Maintaining your identity can be achieved by separating the brand from the sale or by including specific terms in the sale agreement. 

  • Valuing Your Business: The first step in selling your business is determining its value, which involves assessing tangible assets (like property and equipment) and intangible assets (such as brand identity, customer lists, and intellectual property). Engaging a professional appraiser can provide an accurate valuation, ensuring you get a fair price for your business.
  • Structuring the Sale:  To retain your brand identity, you must structure the sale carefully. Here are some strategies:

1)  Separate Legal Entity For Your Brand

Consider creating a separate legal entity for your brand. If your brand is separate from the primary business entity, it becomes easier to retain it after the sale. You can license the brand to the new business owner, allowing them to use it while you maintain ownership.

2)  Licensing Agreement

Another approach is to include a licensing agreement in the sale contract. This agreement allows the new owner to use your brand while you retain ownership rights. The terms can specify the duration, scope, and any fees associated with the license.

3)  Exclude Brand From The Sale

You can explicitly exclude the brand identity from the sale. Clearly outline in the sale agreement which assets are included and which are not. This exclusion should cover trademarks, logos, trade names, and other brand-related intellectual property.

  • Legal Considerations: Getting advice from a business law attorney when selling your business is crucial, especially if you wish to retain your brand identity. The attorney can help draft agreements that protect your interests and meet all legal requirements.
  • Intellectual Property Rights:  Ensure that your intellectual property rights are clearly defined and protected. This includes trademarks, copyrights, and any proprietary processes or designs associated with your brand.
  • Non-Compete and Non-Disclosure Agreements: Consider including non-compete and non-disclosure agreements to protect your brand. A non-compete agreement can prevent the new owner from creating a competing brand, while a non-disclosure agreement can protect your proprietary information.
  • Negotiating the Terms: When negotiating the sale, be transparent about your intentions to retain the brand. Discuss how the brand’s usage will be managed after the sale and ensure both parties are clear on the terms. Negotiating these terms upfront can prevent misunderstandings and legal disputes later.
  • Finalizing the Sale: Once the terms are agreed upon, finalize the sale with detailed contracts outlining all aspects of the transaction. Ensure that the retention of brand identity is clearly documented and legally binding.
  •  Considerations For After The Sale: After the sale, continue to monitor the use of your brand to ensure compliance with the agreement. Review the licensing agreement regularly and address any issues promptly.

Contact a Pittsburgh Business Attorney

Selling your business in Pittsburgh while retaining your brand identity is a complex process that requires careful planning and legal guidance. By separating your brand, using licensing agreements, and clearly defining terms in the sale contract, you can protect your brand and ensure a smooth transition for the new business owner. It is advisable to seek the assistance of an experienced business law attorney. Jones, Gregg, Creehan & Gerace can help you with the steps involved in the sale of your business while still maintaining your brand identity. Contact our office for an initial consultation.