re-working of copyrighted software under exclusive license - who will own it?

[ShafAttack]

A publisher wants to take my copyrighted software and re-develope it with new code and graphics (with another company)with a 2 year exclusive contract from me.
They take care of marketing publishing distribution sales design tech support etc...I get royalties on net profits of their sales.

Yes- I know of 'monkey points'/net profits google it sometime.

I know about intellectual Protection but not how to enforce it, if a company wants to re-develope your software.
(I personally think only the graphics/packaging needs work.)

I am aiming for a sum up front for royalties on gross sales which I believe is proper (even if the % is not as high).

In a nutshell: "redevelopment of existing copyrighted software to produce a product that performs the same, has a different title and published under exclusive contract for 2 years from the original owner of the software".
*who owns that software before and AFTER the exclusive license has ended.*

I have made it clear the software I have sent to them is only object code, -should not be altered in any fashion for sale or otherwise, -that it is to be used for evaluation purposes only.

(They have to register the software on my database to be able to use it legally- password protection etc as well so I should find out if they are using it- unless they are developers themselves which they are not).

Need advice/links as to what is a more attractive publisher offer or how to cover myself in this one pls.

thx

[thodya]

This may not be an option, but probably the easiest solution for you would be to sell them the rights to the software outright.

I don't know who you're dealing with, but if there's any question as to their reputability I wouldn't enter into a royalty payment agreement. That's just asking for trouble. Given their business plan is to take pre-written software, and tweak it to avoid copyright enfringements, I'm going to wager they're not the kind of people you want to have anything to do with.

Good luck.

[ShafAttack]

Thank you,
I will bear that option in mind. It might be the only one i get.