Yes - here are some concerns that you'd want to de-risk for them, which aren't easy to overcome: - How can they trust you? (Contracts only go so far) - How do they know you're not going to compete with them? (you're asking for their full I.P. code base) - Will you tell their competitors about their code base, or competitive advantages? - How is this profitable for them? - How much training and Knowledge transfer is going to be required? - Will you mention to the public a partnership with company x? (they probably don't want to have their name mentioned bc of the risk to them) - How do they know they'll get paid?

In essence, IMHO, it's down side risk for the company and upside for you for some period of time. The equation could change, but how will they know that your profit margins will allow you to pay the company their licensing fee? Start the business without the software and use their software only to accelerate.

Deal Structures to present Here are some suggested deal structures to present: - Drum up the customers first, and start the business manually. Once you have paying customers, and can prove the model - use their software to accelerate - Offer a secured note for a purchase of the IP as a license - Licensing deal of gross sales - Joint payment of operational and development costs etc

I hope this helps