# Case: a training agency asks for exclusivity > A training agency promises more deals if Klasna drops every other partner and fixes one resale price. Score the candidates, price the exclusivity, and counter with terms that are good business and stay legal. - Course: [B2B Marketing and Sales: Win Your First Company Customers](https://productovi.com/courses/b2b-marketing-and-sales.md) - Module: Partners and channels - Lesson 28/32, ~42 min - Source: https://productovi.com/courses/b2b-marketing-and-sales/agency-asks-for-exclusivity-case ## The agency's letter **Alex Tutor:** This module covered when partners help, how to score them and which terms to sign. Now the training agency Leo met has sent its own terms. **Marta:** They'd resell us at 640 a lesson. Their conditions: we sign no other partners, we set one fixed price of 800 that every partner must charge, and nobody else may serve companies on their list, even if a company asks. **Leo:** In return they promise five deals a year. Our own estimate for them was three. Five deals with one partner sounds simpler than juggling five partners. **Alex Tutor:** Simpler, maybe. Start with the files: the five candidates with their scores and expected deals, the weights from last lesson, and the commission tiers. **Dataset (CSV):** [Five candidate partners](https://productovi.com/datasets/b2b-marketing-and-sales/agency-asks-for-exclusivity-case/b2b-partner-candidates.csv) One row per candidate. Scores 1–5; deals and lessons are Klasna's own first-year estimate; setup cost in UAH. A reseller buys at 640 and sets its own resale price; a referral partner earns the tiered commission. - `model`: referral or reseller - `conflict_risk`: Risk of clashing with Klasna's own sales (lower is better) - `onboarding_effort`: Effort Klasna needs to launch the partner (lower is better) - `expected_deals_per_year`: Klasna's estimate of new client deals a year - `lessons_per_deal_per_year`: Lessons a year in a typical deal **Dataset (CSV):** [Scorecard weights and directions](https://productovi.com/datasets/b2b-marketing-and-sales/agency-asks-for-exclusivity-case/b2b-partner-criteria.csv) Weights add up to 1. For lower_is_better criteria, use 6 − score before weighting. **Dataset (CSV):** [Referral commission tiers](https://productovi.com/datasets/b2b-marketing-and-sales/agency-asks-for-exclusivity-case/b2b-partner-commission-tiers.csv) Commission on the first-year revenue a partner refers in a year, applied to each slice. Empty to_uah means no upper limit. > **Exercise:** Use the candidates and the criteria files. What is the **HR software vendor's** weighted score? Remember to flip the lower-is-better criteria (6 − score). Round to one decimal. ## What each partner earns us **Alex Tutor:** Scores rank fit and risk. Now money: lessons a year × what we keep per lesson, minus commission and setup. For a referral partner we keep 339 and pay commission on the tiers; for a reseller we keep 640 − 461 = 179. **Sofia:** Association: 2 × 2,400 = 4,800 lessons, revenue 3,840,000. Commission 100,000 + 240,000 + 126,000 = 466,000. So 4,800 × 339 − 466,000 − 120,000 = 1,041,200. **Marta:** HR consultancy 1,055,500, HR software 553,200, the coach 98,600. The agency at our estimate of three deals: 3,600 × 179 − 60,000 = 584,400. **Alex Tutor:** These are estimates, so treat them as a range, not a promise. But the order is clear enough to act on. > **Exercise:** What net margin does the **HR consultancy** leave Klasna in a year: lessons × 339, minus the tiered commission on the revenue it refers (at 800 a lesson), minus its setup cost? In UAH. **Alex Tutor:** Your turn with the association, the top of the scorecard. > **Exercise:** Use the candidates file and the commission tiers. What net margin does the **logistics association** leave Klasna in a year: lessons × 339, minus the tiered commission on the revenue it refers (at 800 a lesson), minus its setup cost? In UAH. **Alex Tutor:** And the agency itself, on our estimate of three deals, not its promise. > **Exercise:** The training agency is a reseller buying at 640 UAH a lesson (Klasna's cost per lesson is 430 + 31 = 461). On Klasna's own estimate in the candidates file, what net margin does it leave Klasna in a year after its setup cost? In UAH. ## The price of exclusivity **Sofia:** Exclusive, at their five deals: 6,000 lessons × 179 − 60,000 = 1,014,000. All five partners without exclusivity: 3,332,900. **Leo:** Even if we only kept the association and the consultancy alongside the agency? **Alex Tutor:** 1,041,200 + 1,055,500 + 584,400 = 2,681,100, still more than double. And the exclusive figure rests on their five deals; we expected three. Exclusivity would also give up the association, the partner Veloria-type buyers trust most. **Marta:** And one more cost that isn't in the files: the agency's conflict risk. With no other partners, every overlap with our own sales becomes their argument. > **Exercise:** The agency promises 5 deals (1,200 lessons each) if it's Klasna's only partner. Which comparison is right? ## Where the letter crosses the line **Alex Tutor:** Two of their conditions aren't just bad business. One fixed price that every partner must charge is resale price maintenance. Forbidding partners to serve companies that come to them is a ban on passive sales. **Marta:** And they sell their own English courses. Any talk with them about our direct prices, or about which companies we leave to them, is an agreement between competitors. **Sofia:** And refusing every other partner? Is that illegal too? **Alex Tutor:** Not necessarily; it's mainly a commercial choice, and we just saw it's a bad one. Our lawyer checks the final text either way. We teach guardrails, not legal advice. > **Exercise:** Which conditions in or around the agency's letter cross a competition-law line, not just a commercial one? Select all that apply. **Alex Tutor:** And the demand to sign no one else: is that a legal line too? > **Exercise:** **True or false:** the agency's demand that Klasna sign no other partners is, like the fixed price, a competition-law line Klasna simply can't accept. ## A counter-offer they can accept **Alex Tutor:** Saying no to exclusivity doesn't mean saying no to the agency. Offer what protects them legally: deal registration for the companies they bring, 90 days each, and their own resale price. **Marta:** We can recommend 800 to clients; they decide what to charge. And we review after six months: if they bring five deals, we talk about better terms then. **Leo:** So they get protection for what they actually bring, and we keep the association. I can live with that. **Alex Tutor:** Before you write the reply: which counter-offer fits? > **Exercise:** Which counter-offer to the agency is commercially sound and stays inside the guardrails? **Alex Tutor:** Reply to them first, short and respectful. Then the memo for Leo. > **Exercise:** The training agency, a reseller buying at 640 UAH a lesson, promised 5 deals a year if Klasna signs no other partners, sets one fixed price of 800 that every partner must charge, and lets no one else serve companies on its list, even if they ask. Write the reply to the agency (3–5 sentences): decline exclusivity and the fixed price respectfully, and offer terms that protect them within the law. ## Your memo to Leo **Leo:** One page for the founders' meeting: which partners, on what terms, why not exclusivity, and what we watch. **Sofia:** Do I sign all five? **Alex Tutor:** Remember lesson one: start with the ones you can support. The coach earns 98,600 and scores lowest. Rank, then decide where your time goes. **Marta:** Numbers first, the legal lines in one plain paragraph, and nothing we can't back with the files. > **Exercise:** Write Leo a one-page memo on Klasna's partner plan and the agency's request. > **Key ideas** > > - Score with direction and weights: association 4.7, HR consultancy 4.0, HR software 3.6, agency 3.4, coach 2.5. > - Then the money: net margin = lessons × what you keep per lesson − commission − setup. Association 1,041,200; HR consultancy 1,055,500; agency 584,400 at your estimate. > - Exclusivity costs what it shuts out: 1,014,000 on the agency's own promise, against 2,681,100 from three partners or 3,332,900 from five. > - A fixed price for every partner and a ban on serving companies that ask are legal lines; so is agreeing prices or clients with a partner that competes with you. > - Counter with legal protection: deal registration, the partner's own resale price, a review after six months. A lawyer checks the final text. **Alex Tutor:** Partners extend your reach only as far as your terms are clear. Keep the scorecard and the agreements together, and revisit both at every review. - Previous lesson: [Partner terms and legal guardrails](https://productovi.com/courses/b2b-marketing-and-sales/terms-and-guardrails.md) - Next lesson: [A key account plan and concentration risk](https://productovi.com/courses/b2b-marketing-and-sales/key-account-plan.md) --- Productovi Learning. Free, no sign-up needed to read.