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Ask HN: Should I sign this agreement?

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Re: Ask HN: Should I sign this agreement?

#31
No experience and not a lawyer here either

But even putting aside all the money-talk, while I was reading the story I almost feel like she's not being very respectful of the effort you have put in. It sounds like you and her have a co-creaters relationship, and you have participated and put in equal (if not more) amount of work throughout the entire project.

This "I should have 100%" thing makes it sound as if you were working under her all along and she's asking you to sign away all the rights you have for your project. This sounds bad but think about it, she might not even have this app today if it weren't for your effort, why does she own the right to claim 100% of the app?

Re: Ask HN: Should I sign this agreement?

#32
IANAL, but I would trust your gut instinct on this - don't sign anything unless you're comfortable with the terms. It leaves the project in a weird state, but if your co-creator is being this aggressive to dismiss your claim, you may want to leave it this way.

Several years ago I had a problem similar in nature. A co-founder of my old-company parted with us on unfriendly terms. However, before we parted she didn't sign any paperwork. When we got accepted into an incubator and she found out, she threatened to sue us for 33 1/3% of the company. Our legal representation at the time told us that it would be considered an equal partnership if we didn't have paperwork stating otherwise. Ultimately she had all the leverage b/c she didn't sign anything.

Re: Ask HN: Should I sign this agreement?

#33
OP here: To clarify, I did not agree with her keeping 100% of the equity. At the time, I mainly wanted to focus on developing the product first, thinking that she would find herself ridiculous after seeing the complete app. We never reached an agreement/conclusion and I have not signed anything yet. And thank you so much for all the advice. It has been really helpful!

Re: Ask HN: Should I sign this agreement?

#37
Aside from echoing what everyone else is saying -- that this is a blatant attempt to rip you off and you shouldn't go anywhere near it -- I just wanted to point out that it is in no way "standard" to have an NDA under these circumstances anyway.

In my entire career (over 20 years writing software for money) I have never signed, or even seriously considered signing, a full-on NDA. Doing so can be extremely dangerous to your future career, not least because potentially it will no longer be safe for you to work in certain fields, and you don't even know in advance what those fields are. At the same time, it has basically no upside for the person committing not to disclose. It's not unusual for employment or freelance contracts to include some clauses about not disclosing trade secrets learned during the gig, but even then there ought to be explicit limits on the scope of any restrictions, as well as other safeguards for the employee/freelancer.

If you're dealing with a really big player, and you're a little player trying to break into a market where you need access to their technology, then accepting their NDA terms might be an unavoidable price of admission where you have no real alternative if you want to play the game. I struggle to imagine why you'd consider signing one under less demanding conditions, though.

The situation described here is not even close to that kind of relationship. It seems more akin to the situation where Idea Guy thinks his idea is so amazing that Technical Guy should be willing to sign anything just to know about it. But try that on any veteran Technical Guy, or any serious investor, and Idea Guy will get laughed out of the room. In this case, it makes even less sense, because it sounds like any relevant information has already been shared anyway and there is literally no upside at all to signing anything like this.

There also seems to be some sort of presumption that OP would be the subordinate in any relationship and the other person would be senior. It's not clear why that would make sense from what we've been told so far, because it sounds like the OP has been the one doing most/all of the work so far. However, business people sometimes forget that good technical people aren't under any obligation to work for peanuts, and then they make unfounded assumptions about how they should obviously be the senior player in any deal. A counter-offer where they only get to have a minority share of the equity in a new company owned by both people, or even where they are reduced to being an employee of a company founded by the technical person, may provide an effective reality check in such situations, because without the technical person's work it's entirely possible that the business person has nothing of value to build a company around.

On the bright side, there is at least one useful lesson here, because it has provided an excellent demonstration of one of the most reliable indicators that you you don't want to engage in any sort of business relationship with someone. :-)

Re: Ask HN: Should I sign this agreement?

#39
Even if it didn't have the text about you being an unpaid intern I wouldn't sign it. Why sign away your rights for nothing? You don't gain anything by signing it or lose anything by not signing. The only times I've signed an NDA are before I (potentially) gain access to new information. Your partner is trying to take advantage of you.

I don't know enough to knowledgeably discuss the issue of ownership. You'll probably want to talk with a lawyer. You might have a verbal contract based on your previous discussions on equity. Then again, there might be a good argument that you are the sole owner of the code. You'll have to decide for yourself if you care about the ownership stake.

Re: Ask HN: Should I sign this agreement?

#40
Don't sign it. Tell her as the author of the code you'll take 100% ownership if she won't agree to a split. Also, I don't know why you need an NDA as the co-founder and sole author. Seems like this biz student is on some kind of ego trip. Be cautious working with this person.

(IANAL)

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