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So I have partnered with a guy that had an idea, but cannot write code, that's where I came in the picture.

He worked 7 years in the industry that were are trying to break into and knows the requirements for the software to meet the needs of this said industry. We are almost in the final phase of the alpha version and then we will make the company for it.

We will both have 50% share in it. Is it possible so that I own the source code? He wants the company to own it that we will make, but I feel like then, I can maybe be eliminated from the picture later on, an my only card is that I wrote the whole software and every part of it. Of course I can't start the company without him because I don't know said industry that well, so that would fail miserably. But neither he because he doesn't have the source code.

What possible solutions exist to this so we are both defended (I can't backstab him and sell the software later and he can't eliminate me and use it as his own) and I still own the source code?

If it is possible at all.

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  • Do you imagine ever getting investors in the company? If so they will likely want to invest in a company that owns its core technology.
    – George White
    Jun 7, 2022 at 1:00
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    unless you had a crazy advantageous partnership agreement, it's both of yours. That's what stops you both from backstabbing the other. Do you not understand what a partnership is?
    – Tiger Guy
    Jun 7, 2022 at 1:16
  • Yes I do understand what a partnership is. But the companies main profile is not software distribution, but currently it is better that the competitors so they might want to buy it like 5 years from now. And thats when we might have disgreements on to what to do, he might not want to sell it because then we loose our competitive egde in this industry (still, it would be worth in my opinion because all 5 competitors would be paying for the software) Would it be possible to make 2 companies, 1 for the main profile and 1 for the software, so I have the rights for the source and license it to his.
    – Kovács Szabolcs
    Jun 7, 2022 at 1:43
  • This sounds like an XY Problem to me. The actual problem you have is "How can I prevent to get eliminated from the partnership later?". You think the best solution to that is retaining ownership of the sourcecode of the software. So you are asking about how to implement that solution. But are you sure that this is actually the best solution to the problem? Perhaps it would be better to ask about what options there are to prevent getting removed from the company in general.
    – Philipp
    Jun 7, 2022 at 7:12
  • You are right, that was just an assumption I made. So how can I prevent being eliminated? Is a founders agreement any good (signed in a lawyers presence)? Or what possible options I have?
    – Kovács Szabolcs
    Jun 7, 2022 at 8:26

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You can negotiate an agreement with the partnership that transfers the copyright to you as a person and then exclusively license it back to the partnership for a nominal fee.

If the license were revocable by you under some trigger condition you might achieve your goal.

What incentive your partner would need to agree to this is another matter.

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Since you have no company yet, and no contract yet, right now the copyright to your software is yours.

When you start the company, each side should put something on the table. You have an alpha version of the software, that has considerable value. What value does the other person bring in? "An idea" has a value of approximately 0.1 pennies or $0.001.

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  • 8 years of experience in managing a company exaclty like what we will make, and heavy knowledge in the industry.
    – Kovács Szabolcs
    Jun 7, 2022 at 14:31

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