Licensed Software - Should there be a right to resell

I have been approached by a customer who wants to license our software with the intention of gathering investors to buy out and asked if there can be a contract in place for this or would be sign one.

In my opinion, if the buyer is looking to eventually receive a large payout based on a site powered by our product, which would be a majority of the site functionality, the license they purchase would need to be a unique one, perhaps higher in price, or perhaps the new buyer would be required to become licensed and purchase a new license key when they acquire the site?

looking for any recommendations based on past experience with software licenses and contracts, and what is the best approach

thanks kindly;)

INAL and while this post is mostly about the concept of how you approach licensing, you are touching on protection & transfers which should have proper legal advice.

This isn’t a resale so much as a corporate transfer to a new entity but the same company.

When a company is purchased it still exists [sometimes the entity is technically shut down but the business is generally still there in principle]. Your relationship is with the entity who agrees to certain provisions to use your software; should they merge or be acquired those provisions must still be met as they transfer their ownership.

Unless the license type needs to change [i.e. if you’re selling based on enterprise scale, users, cpus, etc] I can’t see anything to warrant charging the new owners for a license to something they already acquired a license for. If the company making the purchase decides to do something like using the software on other sites that would fit within your existing license restrictions and require, or not require, additional purchases based on how you price things.

You may however want to address competition transfers and contract carryover… things an attorney can help to insure your agreement remains valid after a purchase and doesn’t get sold to say your direct competitor.