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Ask HN: Should I sign this agreement?

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Re: Ask HN: Should I sign this agreement?

#21
1. EDITED: I wouldn't be too sure that the EMBA student doesn't already have rights in the app, etc. The facts aren't entirely clear (and can make a big difference), but she might be a "joint author." If so, she'd likely have the right to do whatever she wanted with the code -- but she'd have to account to the poster for whatever profits she made (usually a 50-50 split if the parties haven't agreed otherwise).

Of course, the reverse is also true: If the OP and the EMBA student are joint authors, then the OP might have to account to the EMBA student for any profits he makes.

For more information, see a presentation I did a couple of years ago: http://www.oncontracts.com/docs/Toedt-IACCM-ATE-intellectual... See in particular the slides about "joint works" (with examples such as Weird Al's parody of Lady Gaga's Born This Way as well as the royalty controversy over the organ solo in A Whiter Shade of Pale).

2. If the individuals qualify as a partnership (sounds like maybe not), then the partnership arguably owns the copyright. Under New York law, "[a] partnership is an association of two or more persons to carry on as co-owners a business for profit ...." http://law.onecle.com/new-york/partnership/PTR010_10.html. In general, a partnership can be de facto even without formal paperwork.

3. The usual disclaimer: The above is only general information; small changes in facts can sometimes make big differences in outcome; don't rely on this as a substitute for legal advice from an attorney licensed in your jurisdiction; I'm not your lawyer; etc., etc.

Re: Ask HN: Should I sign this agreement?

#22
IANAL, and, maybe I'm being pedantic, but it's not clear to me what the situation is: Your co-creator says that she wanted "100%"- did you agree to that? Did you have any further discussion with her about it? Without knowing her real motivations for wanting "100%" or why she would ask you to sign an NDA (as pointed out, usually something you do before someone reveals information to you) it would be hard to give further advice....

I think what you should be considering first is what YOU want- you seem to be inferring that you want to be acknowledged as "co-creator" and possibly some of the future profits of the app? Is she withholding any of these things from you now? Why?

Given that it's not clear to me that you know what she wants or the motivations for her actions, asking her is the best way to find out. I'm going to read into the subtext of the post and say that the financial business relationship is what's important here, not your title on a form, so if you can come to an agreement on the former then you've solved your problem.

If you do come to an agreement just make sure to get some record of it.

Re: Ask HN: Should I sign this agreement?

#23

Open source it and upload it to Github. There's no rule against giving away your code, is there? It sounds as though there was no prior agreement whatsoever. Assuming it's OK to open source it, let her know you're going to do that because you own the code by virtue of having created it. If she gets nasty, tough. What's she going to do, sue you for open sourcing your homework assignment? That will just make you famous…

There certainly is a rule about giving away the property of others, and I don't think we have established who owns what here.

Re: Ask HN: Should I sign this agreement?

#24
Mate, unless you have prior agreements that you have signed to the contrary, you own the IP. Period. You own it. Turn this around and invite her to 'share' in YOUR IP. The fact that she is 'in charge of the business model' is immaterial.

I've been in the software game for 30 years, and my advise is: never, never, never do anything that will reduce your ownership of IP. IP is your ticket.

P.S. I am not a lawyer.

Re: Ask HN: Should I sign this agreement?

#25
post #23

Open source it and upload it to Github. There's no rule against giving away your code, is there? It sounds as though there was no prior agreement whatsoever. Assuming it's OK to open source it, let her know you're going to do that because you own the code by virtue of having created it. If she gets nasty, tough. What's she going to do, sue you for open sourcing your homework assignment? That will just make you famous…

There certainly is a rule about giving away the property of others, and I don't think we have established who owns what here.

If you haven't signed an IP agreement or employment contract, I think it's pretty obvious that you own the property with at most an unlimited license given to the school.

Re: Ask HN: Should I sign this agreement?

#26
I had a similar situation in my startup. Take 50% and continue working on it nights and weekends. Or sell yourcode for $20k or 5% of the company for building the first product.

Too many people here take her request as a personal offense. Its not. It's a business negotiation and she is "anchoring". Now you need to counter offer.

Goodluck.

Be prepared to walk away with the product and bury it.

Re: Ask HN: Should I sign this agreement?

#27
tl;dr. Do not sign the document. Beyond this case, it could also affect your future employability. VCs fund good teams, not ideas, which are cheap. If your partner doesn't realize that, she also has a hard lesson in front of her. Another great HN post: https://news.ycombinator.com/item?id=3844893

+++++++

IANAL.* This is mostly based on my personal experience with NDAs, employment docs, and patent applications. NDA may also go by the name of a "confidentiality agreement" or a "proprietary information" document. You should also refuse to a non-compete agreement that says you can't pursue a related business or anything barring you from recruiting someone from this business. She may also ask you to sign a "work for hire" agreement that assigns your work product to her, which would also give away your ownership claim. Obviously, this work-for-hire contract is typically signed when you're getting paid as an employee or contractor.

More to beware: You may also be presented with documents assigning away all "inventions". Be especially wary of this, as you may be signing away your idea and your right to pursue something even vaguely related later. You may also be giving her what she needs to file a patent.

As others have suggested, company uses of NDAs are all over the place. Many companies do require them. Many don't. Strictness is all over the place, as is validity by state. For example, non-competes are almost unenforceable in California. Some companies who ask you to sign such an agreement will offer to compensate for the time you're under a non-compete -- for example, you can't work at a competitor for 2 years, so they pay your salary for 2 years after separation. If you had to sign a document like this to take a job, sometimes this stuff is negotiable, though not often at big companies or at the entry level. You may see "in perpetuity" given as the timeline for some of the things she's asking you to sign. Consider that as well. The "unpaid intern" part may not even be legally valid. There are stringent employment rules governing interns, generally an internship is supposed to benefit the intern more than the mentor and it is generally illegal to just use interns as a cheap/free alternative to paid labor. That said, this often goes enforced.

Again, don't sign anything. It's better to be in an uncomfortable position where you haven't signed than in a position where you have signed and have to hire a lawyer to even get back to where you started. You need to think about future employers. They may ask you to sign general HR documents or NDAs, and one of the things they often ask you to legally acknowledge is that you aren't bound by other documents you've signed. This is why I really hate these things. Lawyers can't read code, and engineers can rarely understand the convoluted nonsense of a document than can come back to bite them later. You don't know who's going to be running the company 10 years later, when you're long gone but the documents you signed are still in force.

As sjg007 suggested, you may consider going to the professor.

Finally, the cliche is that ideas are cheap. (If she doesn't get that, send her this Onion video: http://www.youtube.com/watch?v=DkGMY63FF3Q) The reality your partner is going to learn is that even if you signed 100% of the code away, it's not much good to her. She can't maintain it and iterate it to a winning product. Anyone who can is either going to want money, or more likely equity. If the idea is truly a good one, as soon as another good dev sees it, or hears her talk about it (and isn't under NDA) could rewrite it. The source is irrelevant, there will always be clones for good ideas. VCs don't expect a perfect product, but they will fund a team that they think can get to one. Teams without technical founders don't get funded.

(*though I spent considerable personal money to hire a human resources lawyer specializing in NDAs when a former employer presented me with a very lopsided NDA. I considered that a small expense to protect my career.)

Re: Ask HN: Should I sign this agreement?

#28
OP, can you clarify why the NDA had not been discussed before building? And did you agree beforehand to her keeping 100% of the equity? If you did, was there any contract/agreement signed to that effect?

Also curious to the course structure and student roles: Did other teams in class form companies? If this more like a regular class project, then I wonder if you could call it a day with both sides retaining a copy of the final report, while she retains the biz details (spreadsheets, etc) and you retain the tech bits (code). She would be free to find another dev to build a new app based on current specs, just as you would be free to find another business person if you decided to pursue the concept.

In any case I wouldn't sign any agreement without legal help at this stage.

Re: Ask HN: Should I sign this agreement?

#29
post #11

Disagree with all the people saying you own 50% of it, or, really, anything of it. Note the poster says straight up he at least implicitly agreed the other owns 100%, and that he did the project as a learning experience. On the other hand, don't sign anything like this, there's absolutely no upside, plenty of gotchas (albeit, at least if your country's contract law is like ours, it'll be unenforceable because of a la…

Without a signed contract he might not own any of the "company" that doesn't actually exist. He does own 100% of the ip of the actual software.

That depends on their original agreement, what the scope of that "100%" she was getting was.

Re: Ask HN: Should I sign this agreement?

#30
standard NDA agreement and unpaid intern. and I should have 100% are all different things.

This is overall a bit odd. An NDA agreement isn't necessarily an ownership agreement.

My advice is to talk to an IP lawyer and understand where the ownership truly lies before you sign it.

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