This is pretty involved, but I am going to attempt to keep it short and to the point. There are 3 companies involved. My company (lets call it Alpha), an audio/video teleconferencing and web hosting company (lets call it Bravo) that outsources all of their web and application development to us,and a customer of Bravo that needs a serious software/hardware installation in their facility (lets call them Charlie). The installation that Charlie needs is so involved, it isnt something you can just go buy off the shelf, so Bravo brought us in to do the software and they are providing the hardware and ultimately they own the relationship with Charlie.
However, we are developing pretty sweet technology that could be re-sold or re-offered to other companies when done, so we need to protect our IP as well as make sure Bravo can`t take what we have done and go find a Delta without us. Technically it is easier for us to find other hardware people than it is for them to find other developers to re-develop this, so I feel like we have more control over the joint product, but ultimately they are the ones with the footprint to find us the customers and already have all of the customer relationships. It is mutual beneficial relationship so far.
So what is the best way to structure this? What sort of agreements should Alpha and Bravo have? Should we just stay an outsourced vendor to Bravo and protect our own IP and secure it from anyone taking it? Or do we try to partner with Bravo in some way or undergo a joint venture under the software/hardware product we are developing? I feel like this is a common occurrence (like think iphone and AT&T and Apple).What other pit falls are there on the road to making this our company`s flagship offering and generating revenue?