We've recently started a service based software start-up.
We've developed a relationship with a company that sells software licenses such that they market us as their "software development capability" for doing customization work for their customers on the software that they sell.
This is fine except that we need to work out the details of this relationship. They are concerned that in the future their customers that they introduce us to will be able to go directly to us and cut them out.
I can understand this concern, especially as they will be providing us with free licenses of the software for us to use in the work we do.
The problem is that if we agree to only work with those customers via them we are potentially limiting ourselves too much.
We also have many direct relationships with customers in this field and if we agree to any terms that would prevent us from dealing with people we already know that would not be good.
We also don't wish to limit ourselves to not being able to do any work at all to do with this particular software product unless through our partner, as it's quite possible we may wish to do our own development in this area. Even if we are not competing directly with the services our partner offers, it may be tangentially related and may run afoul of any agreement made if the wording is not correct.
Surely the situation of how to structure a partnership and avoid conflicts of interest and avoid people cutting out the middle man occur all the time.
Does anyone have any experience in the types of contracts, wording and agreements that get used in these circumstances to allow such partners to happily work together? Any advice in how to fairly reach a concrete agreement?