I think the partner's suggestions are good ones. They are certainly what I would want if I had bought a half-share of a business which was as dependent on a piece of software as his appears to be. I was a one man band until I retired and was very concerned about what would happen to my clients if I were to have a bad car accident or a heart attack and was unable to support them. If the written agreement was couched in suitable terms you could still retain 100% control over the software.
It is common practice to provide an application for a down payment plus a licence fee at annual intervals for which the client gets a certain level of support and any upgrades for free. I would drop the notion of it being a beta product and deliver a version containing all of the working parts as version 1.0 (say) for a nominal sum. There would be a licence fee, paid monthly, which would expire at a specified date, usually 1 year from initial installation. You could have a routine which requires a new key to be applied after a year perhaps. You would then use the monthly licence payment to fund any support for the application with the surplus used to fund development. Obviously you would want to market this application so include in the agreement the facility to use the business as a reference site to demonstrate the application. As an incentive you could offer them a portion of the first year's licence fee for any new client they brought in. HTH John Weller 01380 723235 07976 393631 > For several years, I've had an arrangement with a friend, as I've been > developing an application with the intention of marketing it when finished. > (FYI, it's an inventory control, POS, retail app.) My friend has a retail > business that is a perfect "target" for the application. > > Here is my understanding of our arrangement. > From the beginning, he has served as a test site, putting up with > bugs, occasional (rare) lost data, and the inconvenience that comes with > using a program that is under development. In the end, he will get free use > of the complete application for his business. > > What I get from the arrangement is obvious. Free guinea pig beta testing > in a real-time real-life environment, along with feedback on design and ideas. > > Not a single $ has ever exchanged hands for the software. > To date, there has been no written agreement. > (Yeah, bad.) > > Until recently, all was well...except the development was slower than he > would like. > > A while back, my friend took on a biz partner who is now 50/50 co-owner of > his retail business. The new co-owner and I do not "jive" well. Neither of us > would unzip if the other was on fire, if you get my drift. > > The Dilemma > Due to the above and other changes, the friend now says he wants to > > a) pay me a monthly amount to "help" speed up the progress of development > since I've been doing other "paying" work and development on this application > is "on the side" (since it has produced no income.) My plan for this payment > was to invoice it as a monthly retainer amount for technical support of their > computer systems (which I also do for an hourly charge already). > > But, I'm not sure this is a good idea...because he also said that he wants > to... > > b) get a written document outlining our agreement, place the > source code in escrow, and provide a written "remedy" ...in case > "something happens". > > He said it's because the new partner is concerned what would happen if > I were to die (or get mad at them and take my football and go home.) > > I felt much better about (a) above until the (b) stipulation was > presented. The (b) makes me wonder what the partner's > intentions are (in addition to some kind of self-preservation.) > > Above and beyond everything else, my goal is to retain 100% ownership > and rights and control to the program. I would rather avoid taking the > offered money than to create a situation that would lead to a legal battle > for ownership rights, a battle which I can not fund, but they can. > > Thoughts? Advice? Warnings? Scoldings? > > Mike _______________________________________________ Post Messages to: [email protected] Subscription Maintenance: http://leafe.com/mailman/listinfo/profox OT-free version of this list: http://leafe.com/mailman/listinfo/profoxtech Searchable Archive: http://leafe.com/archives/search/profox This message: http://leafe.com/archives/byMID/profox/[email protected] ** All postings, unless explicitly stated otherwise, are the opinions of the author, and do not constitute legal or medical advice. This statement is added to the messages for those lawyers who are too stupid to see the obvious.
