The key to your problem is how you structure the relationship with the third party.
If their function is strictly sales, it is fairly easy to draft an independent contractor agreement whereby they are compensated solely on performance like a subcontractor who works independently on commission. If you choose this route, it is very important, for tax purposes, that they truly are independent and you do not control how they do their work. The FTC will not be concerned with this arrangement. It is just a job and the third party is an independent contractor and not an employee.
On the other hand, if the distributor is going to have to purchase inventory from you and then try to resell to the retailer, the FTC is going to require substantial disclosure before the third party "invests" in the business opportunity. There are many, many varitations on this type of arrangement. But the botXXXXX XXXXXne is that the government is going to require substantial disclosure to the "investor."
The key difference between the two relationships that I described is whether or not the third party is paying you or your company any money before the sale.
The third option that you mention, franchise
, is heavily regulated and you should definitely consult an experienced franchise lawyer before you attempt this.
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