Paris: James. I too am gifting you my 33% of the ownership of Porter Gallery as well. That means as of January 1^st, you will be 100% owner of Porter Gallery of Los Angeles. Now, I will remain on as curator and co-manager until May 31^st or earlier if you are ready for my departure. I will be on board for your parental leave. I will maintain my base salary until I depart but all bonuses and commissions which I have been entitled to due to my employment contract and my ownership may be retained by the gallery. I simply do not need the money anymore and you will probably need some funds to hire a new curator or whatever staff you desire to meet your goals. So, congratulations on being the new owner of Porter Gallery of Los Angeles.

James: What about the name? Do I have to change the name?

Bette: The name is my property. You may continue to use the Porter name as long as you maintain 51% ownership in the business. If you should go below 51% ownership, then I will lease the name to you at a price of $10,000 per year. Should you fall below 40% of the ownership, I want a fair market value for the use of the name, effective as of the date your ownership falls below 40%. I’ll have this put into a contract which will have an expiration date and can be renewed with 30 days’ notice.  James, I do not mind you using my name on your business and getting what value it has. But I do not want to allow others to use my name without some form of compensation for its use. I am trusting you James to maintain the reputation of my name and to operate in an ethical and fair manner. But should I see it being damaged in anyway, I will take action to have it removed.

James: So, if I get new partners which you do not approve of, then you can simply make the lease payment unaffordable and therefore remove your name?

Bette: Bottom line?  Yes. I cannot control how you do business or whom you choose to associate with. But I can control what and who my name is associated with. If I didn’t trust you James, I would remove my name the day I resign and give you no opportunity to retain it. But I know it has value to the business and I am willing to allow you to use it for your business provided you take care of it. And at no charge at least as long as you own 51% of the business.