Ask HN: Should I sign this agreement?

Here is the whole story: I am a senior engineering student. This is my last semester at school, and I thought it would be an excellent experience to be in a venture course and try something different. The course is offered by the school's business school, and it is taken primarily by business students who have had professional experience and are seriously considering starting a venture. The speakers, pitches, and quality of the students' participation have been a great learning experience for me so far. My co-creator, an EMBA student, and I are taking the course as a way to iterate through our product and process. She is in charge of the business model, and I am doing the coding. Our professors urged everyone to start talking about equity splitting as soon as possible; and my co-creator had a really simple answer to that: "I should have 100%," she said. She knew that I had accepted a full-time offer prior to starting the class and that started this project with her because I saw it as a chance to learn more about business. So far, I am on my final testing of the iOS MVP app, getting ready to submit to app store anytime this week. Along with the app, I also wrote the backend to support all interactions for the iOS app, and another simple inventory POS web-app. She just sent me this NDA to sign, specifying that I enter the agreement as "an unpaid student intern". Everything else seems rather standard, but I'm not sure if I should sign it. Any thoughts?

Now, it seems to me that there are two issues here: (1) Do you sign an NDA? (2) Do you represent yourself as an "unpaid student intern"?

(1) Do you sign an NDA?

First, you may call it "standard", but the real standard is to ask someone to sign an NDA before revealing information to them, so that they can weigh costs vs. benefits. Presenting an NDA to you at this point doesn't make sense.

Second, do you get any benefits from signing this NDA? I think not.

Third, "standard" does not mean "a good idea".

And fourth, what price do you pay by signing this NDA? If you decide you want to do something similar to this app in the future, are you not allowed to? Is your "co-creator" trying to limit the future use of your skills, your future business prospects, etc.?

Putting it all together, I think signing the NDA is a ridiculous idea, "standard" or not. I'd say a firm "no", and call it a learning experience for this person -- part of their business education.

(2) Do you present yourself as an "unpaid student intern"?

It sounds like your "co-creator" is asking for a gift. She wants you to give her the app and relinquish any claims on it.

Why would you do that? Well, altruism, I suppose, and perhaps the desire to rid yourself of any connections with someone with whom you should never have partnered in the first place.

But I see no reason whatsoever that you would be required to do that.

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EDIT: Or, to put it more bluntly, alkxa is right. See the comment by that user.

this sounds like yet another case of a non-technical person trying to strong arm a developer/designer/the person that does actual product development into signing away their rights.

in my very limited experience and from others i know, unequal equity split for co-founders usually always ends up with someone becoming sour over time that they're not getting their fair share. you may not think you might be that person, but if the app takes off or somewhere down the line the company is acquired, would you be okay with not receiving a single penny?

don't sign anything without talking to a lawyer. if you don't know what you're signing, you might even be worse off than signing a "standard NDA".

you can always say no.

If you wrote this app without an agreement, it is yours and she'll have to negotiate with you. Tell her she can sign your license agreement. Unless you want to just be nice or whatever.

I would in fact talk it over with the Professor running the class or a student association lawyer. It looks like she is trying to gather evidence to suggest that you are not a cofounder after the fact. So you should assert your intellectual property rights for the code you created. In fact, not having a contracting agreement, or an employment agreement makes it more difficult for your cofounder to assert ownership anyway since there is nothing legally binding you together.