Ask HN: Should I sign this agreement?

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 lack of "consideration", see the "no upside", but that can be expensive to prove), and no previous agreement to do it.

Keep your end of the bargain, deliver your stuff, and let her have a learning experience about how far one can take a dead body of code and her attitudes towards the creators of such.

Not to mention probably not getting the IP rights locked down. If you have no agreement on that, mark it copyrighted by you, and give it to her like that.

Hire your own lawyer. Find a lawyer who is an alum who works at a top firm. Don't be shy about asking about cost. Ask then what you are asking here. Meanwhile, STFU until you have advice of counsel.

It doesn't matter how much you trust the other party, either. Mistakes happen, ambiguous agreements are written. In fact it's entirely possible that the document contains clauses the other party doesn't want either, which have simply been overlooked in boilerplate (I have experienced this first-hand).

Look at agreements as though you were an attacker trying to compromise a system.

One example (which I read about on HN a few years ago): a developer signs an employment contract that grants complete ownership of all intellectual property he creates, including on his own time, to his employer. That's fine because he knows and trusts the employer. Then the company is bought by a bad actor, and that bad actor immediately lays claim to his personal projects as well as his paid work.

But they, their company Software Arts (SA), made a distribution agreement with Personal Software (PS) that was grossly unfair to latter, and this became a big issue over time, because SA wasn't willing to budge on the agreement.

So PS exercised their only club, that SA would have to port it to any PC model they asked for, and there were a lot of them out there. So while SA was distracted doing a lot of porting, plenty of it silly, and did a generic port to the IBM-PC (forget which OSes of it), Lotus did a much better spreadsheet for the IBM-PC and the rest is history.

Except, there's a bit more relevant about that, see my top level comment. 1-2-3 was written in assembly language by 6-8 people as I remember, and the team didn't stay together after the launch. Lotus didn't have what it took to be a successful software company, clueless management that was kept afloat by stunning sales for a long time, etc. etc.

Their "mid-life kicker" is the best illustration of that: IBM-PC memory was limited, ultimately 1 MB addressable (640K until you hit adapters, but there were tricks you could play), so someone came up with concept where you could add a card with lots of memory and it would map parts of that into the address space on command. Ah, now I remember, Expanded Memory Specification, EMS: https://en.wikipedia.org/wiki/Expanded_Memory_Specification#...

Two engineers at Lotus modified 1-2-3 to use it to great effect, but that was against management orders, and they left the company before it realized they had to use their code base to extend the life of 1-2-3, which they did for some time.

There's of course lots of details I'm leaving out, like an attempt at a C language version, but it's notable that one of the reasons almost all of Microsoft's competitors failed is that they lost their ability to write software that mostly worked, generally after their first major version, and most especially when it came time to do a Windows 3.x version.

You were not paid for the work you put into a non trivial piece of software. If your co-founder is serious about continuing with the company and wants to use what you wrote she really only has two options. 1) suck it up and give you a serious equity stake. 2) license it from you where you make a % of sales or a fixed amount per install. She does have a 3rd option to use your software and gamble that the company is never successful enough for you to sue her for an obscene amount money.