
Ask HN: Should I sign this agreement? - neilni
TL;DR
I made an iOS ecommerce app, along with backend server and a simple web-app POS system. My co-creator asked me to sign a standard NDA agreement except it specifies that I am an unpaid intern. My instinct tells me not to sign it.<p>Here is the whole story:
I am a senior engineering student. This is my last semester at school, and I thought it would be an excellent experience to be in a venture course and try something different. The course is offered by the school&#x27;s business school, and it is taken primarily by business students who have had professional experience and are seriously considering starting a venture. The speakers, pitches, and quality of the students&#x27; participation have been a great learning experience for me so far.  
My co-creator, an EMBA student, and I are taking the course as a way to iterate through our product and process. She is in charge of the business model, and I am doing the coding. 
Our professors urged everyone to start talking about equity splitting as soon as possible; and my co-creator had a really simple answer to that: &quot;I should have 100%,&quot; she said.  
She knew that I had accepted a full-time offer prior to starting the class and that started this project with her because I saw it as a chance to learn more about business. 
So far, I am on my final testing of the iOS MVP app, getting ready to submit to app store anytime this week. Along with the app, I also wrote the backend to support all interactions for the iOS app, and another simple inventory POS web-app.
She just sent me this NDA to sign, specifying that I enter the agreement as &quot;an unpaid student intern&quot;. Everything else seems rather standard, but I&#x27;m not sure if I should sign it. Any thoughts?
======
alkxa
Not a lawyer, just a cynical person.

Do not sign anything she gives you, especially a NDA that says you are an
unpaid intern. She is trying to fuck you over. Did she file papers for a LLC
or the like? If so, whose name is on those papers? Did you file them with her?
She could have took off your name. The State you live in probably offers a way
to search for business entities and you can see the papers that were filed.
[1] Does she have any of the code? Perhaps, you should consider not giving it
to her. Absolutely do not host it on any servers or etc. that she has paid
for. It seems like if you signed an NDA saying that you are an unpaid intern
and she registered some sort of entity without listing you, she could say you
were commissioned to do the work as an intern so you would have to give her
the code. You gain nothing from signing the NDA. You need to tell your
professor what is going on. Also, and I don't have a lot of experience with
NDAs, isn't that something you usually sign before a project?

You might be thinking that all of this stress isn't worth a measly little
school assignment and that you should just placate her by giving it all away.
Do not dare do that. For all you know, she has been in talks with companies
and has sales or prospective investors. Even if you already have a job and
don't want to do a business, having equity is still worth something,
especially so if the business blows up.

[1] I see you go to Columbia, so I assume you live in New York. Here you go.
[http://www.dos.ny.gov/corps/bus_entity_search.html](http://www.dos.ny.gov/corps/bus_entity_search.html)

------
duncan_bayne
This incident may yet provide you with the one of the most important business
lessons ever, and at relatively low cost to you: have a lawyer read over
_EVERY_ agreement you sign in a professional capacity.

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.

~~~
stephenbez
I see this recommendation repeated often.

How do you find a laywer to read over the agreement? How much do they usually
cost? How can a student afford one?

~~~
duncan_bayne
Re. the first question: [http://bit.ly/1idSHvU](http://bit.ly/1idSHvU) ;)

In terms of cost, it really depends upon where you live, and what services you
require (essentially, how far up the lawyer food chain you need to go). I'd
budget up to a grand to review an employment contract, for example.

As for how a student could afford one.... Maybe save the cash in advance, if
you can, if you're going into a deal like this? Ask for help from friends and
/ or family? Look around for organisations offering legal assistance to
students (e.g. [http://www.lslap.bc.ca/](http://www.lslap.bc.ca/))?

~~~
stephenbez
We expect a student to save up a grand in order to pay for a contract review,
when this is for a class and the student has earned no money from it and is
likely poor?

The organization offering legal assistance to students that you linked to
explicitly says they can't assist in this case (no Business and Commercial
Law).

Like I expected it seems like this advice is not practical for the vast
majority of students.

~~~
duncan_bayne
> Like I expected it seems like this advice is not practical for the vast
> majority of students.

A grand is, what, three weeks work at _minimum wage_ in the USA? So yeah,
saving in advance would totally be possible in many cases.

Also, bear in mind I said "in a professional capacity". It may well be that
students _can 't_ afford legal review. The lesson (get professional review
when you're a professional) still stands though, with the proof provided by
what happens when you don't, as a student.

------
Canada
That's just insulting. You should teach her a lesson in business: You don't
get anything without offering some consideration for it.

It doesn't matter that you did this as a learning experience. Your motivation
for working doesn't transfer ownership of that work to another party. You are
the sole owner of the code. If she wants that code then she has to purchase it
or license it from you.

I suggest you ask for cash rather than equity in her company since it's
unlikely she'll be able to do anything productive without you anyway. If she
doesn't want to pay then I suggest you post it to demonstrate your skills, and
don't mention her or give her any credit at all.

Either way, she'll learn the valuable lesson of having contracts up front.

------
ggchappell
Important: IANAL.

Now, it seems to me that there are two issues here: (1) Do you sign an NDA?
(2) Do you represent yourself as an "unpaid student intern"?

(1) Do you sign an NDA?

First, you may call it "standard", but the real standard is to ask someone to
sign an NDA _before_ revealing information to them, so that they can weigh
costs vs. benefits. Presenting an NDA to you at this point doesn't make sense.

Second, do you get any benefits from signing this NDA? I think not.

Third, "standard" does not mean "a good idea".

And fourth, what price do you pay by signing this NDA? If you decide you want
to do something similar to this app in the future, are you not allowed to? Is
your "co-creator" trying to limit the future use of your skills, your future
business prospects, etc.?

Putting it all together, I think signing the NDA is a _ridiculous_ idea,
"standard" or not. I'd say a firm "no", and call it a learning experience for
this person -- part of their business education.

(2) Do you present yourself as an "unpaid student intern"?

It sounds like your "co-creator" is asking for a gift. She wants you to give
her the app and relinquish any claims on it.

Why would you do that? Well, altruism, I suppose, and perhaps the desire to
rid yourself of any connections with someone with whom you should never have
partnered in the first place.

But I see no reason whatsoever that you would be _required_ to do that.

\--------------------

EDIT: Or, to put it more bluntly, alkxa is right. See the comment by that
user.

~~~
HarryHirsch
_It sounds like your "co-creator" is asking for a gift._

Cynical me thinks your colleague isn't asking for a gift but rather doing
business as usual because "[the course] is taken primarily by business
students who have had professional experience". Standard operating practice in
business, your partner has learned, is to ask for the moon with cheese on top,
and if that's too much it gets knocked down to proper size during negotiations
or in the courts, if necessity demands. Besides, you are inexperienced, and
your partner is not.

This is not a viable long-term strategy, and it's really dubious ethics, but
since it's just an MBA class, and you won't have business dealings again, it's
at least a rational strategy. What I'm saying is that the "rational economic
actor" is a deeply amoral being, if not an immoral being, and it isn't worth
dealing with such a thing.

------
gregcohn
I would consider explaining to her the following: 1\. that the time to have
negotiated that deal would have been prior to your doing all the work; 2\. now
that you have done it and have no obligation to sign this, she can't do
anything with the work product without running the risk of your suing her for
50% ownership, which you would certainly do if anything came of it (and by the
way, don't post the app, transfer the code, etc) 3\. that you are open to any
reasonable offer and will sign IP/tech assignment rights, post app, share
code, etc. as appropriate if you reach agreement; 4\. That she might want to
consider this a business lesson of the sort they apparently don't teach in
business school, and you won't charge her anything extra for it....

* = i'm assuming US or US-type legal framework here

(edited for formatting only)

------
sjg007
Do not sign. If she is not going to pay you or give you equity or a percent of
app sales, that is a big red flag. Do not submit it to the app store either.

I would in fact talk it over with the Professor running the class or a student
association lawyer. It looks like she is trying to gather evidence to suggest
that you are not a cofounder after the fact. So you should assert your
intellectual property rights for the code you created. In fact, not having a
contracting agreement, or an employment agreement makes it more difficult for
your cofounder to assert ownership anyway since there is nothing legally
binding you together.

------
hga
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 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.

~~~
bobfirestone
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.

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

------
ammmir
gut instinct is a wonderful thing, don't ignore it completely :)

this sounds like yet another case of a non-technical person trying to strong
arm a developer/designer/the person that does actual product development into
signing away their rights.

in my very limited experience and from others i know, unequal equity split for
co-founders usually always ends up with someone becoming sour over time that
they're not getting their fair share. you may not think you might be that
person, but if the app takes off or somewhere down the line the company is
acquired, would you be okay with not receiving a single penny?

don't sign anything without talking to a lawyer. if you don't know what you're
signing, you might even be worse off than signing a "standard NDA".

you can always say no.

~~~
hga
A lesson from the early days of microcomputers is relevant (and I knew some of
the players): Visicalc was the first spreadsheet and first PC killer app, "I
have to buy an Apple II to run Visicalc". (Per Wikipedia, $2,000 of PC for
$100 of software.)

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#...](https://en.wikipedia.org/wiki/Expanded_Memory_Specification#EMS)

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.

------
dctoedt
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...](http://www.oncontracts.com/docs/Toedt-IACCM-ATE-intellectual-
property-law-for-contract-professionals.pdf#page=29) 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](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.

------
Im_Talking
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.

------
sevilo
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?

------
neilni
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!

~~~
TheCowboy
It'd be interesting if you could post an update about what happened, either
here or in a blog post detailing everything. There are also people who might
find such an account useful, especially talented developers who get involved
with programs and people like this.

~~~
neilni
yea, I will follow up with a blog post once everything is sorted out :)

------
urs2102
IANAL - It's always upsetting to see the 'idea-guys' knock the engineers, so
here are my $0.02.

So who owns the IP? If you haven't created a legal entity where you have
signed over the IP, then I _think_ technically it is yours, or at least 50%
yours.

If that's the case, signing something like this seems a little shady. If you
call her your co-creator, that implies you are part of the creation process,
and if that's the case, I feel that signing this may not be the best idea.

Additionally, I always think people should have the difficult conversations
first, and I think by not signing this, it's not like you are <em>fucking</em>
her over, but instead laying out a difficult conversation on the table. I
think all founders should be comfortable having conversations in the beginning
about equity, and if she isn't comfortable with that, remember that you are
part of the reason the product exists to begin with.

On the other hand, if you want to give it, I agree with ggchappell -> it
sounds like you're giving her a gift. Yet there is still no reason to sign
something like this.

I don't see the signing of this document helping you in any way, but hey -
IANAL.

------
daSn0wie
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.

------
logn
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)

------
Geekette
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.

------
fredophile
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.

------
icedchai
Why would you even entertain signing it? Just say "no".

If you wrote this app without an agreement, it is yours and she'll have to
negotiate with you. Tell her she can sign _your_ license agreement. Unless you
want to just be nice or whatever.

------
brudgers
Not just "no."

But "No and go fuck yourself."

------
bobfirestone
No you should not sign it. Never sign away your rights to anything with out
being compensated.

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.

------
Zigurd
No.

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.

------
gregcohn
As an additional point of clarification in the hope it helps the OP, and based
on lack of clarity on this in some of the responses, "NDA" stands for "non-
disclosure agreement". A "standard NDA" \-- to the extent there are some
generally common practices around NDA's -- specifies simply that you are
receiving confidential information and that you may not disclose it to other
parties.

NDA's generally also specify that you can't use any information disclosed if
specified as confidential, and that promise is usually restricted to things
you a) didn't already know or develop on your own [and there are various
standards as to how much burden of proof there is on this] and b) are not
already in the public domain in various ways.

So in a certain way, NDA's can be used to claim ownership over ideas like the
one you're working, (e.g. by labelling it as confidential material covered by
the NDA and thereby covering "my idea and everything related to it, which I
own and you are now agreeing I own").

This would not, however, cover your work, your code, or anything you did
without additionally specifying ownership and transfer of rights from you to
her in those things.

If the "NDA" specifies that you are an unpaid intern, as yours seems to, this
is an employment agreement or work-for-hire contract (to be clear: _not_ a
"standard NDA"). If it specifies that you are to turn over code or assign your
work, or otherwise tries to retroactively include your work as her
confidential material, in exchange for compensation or otherwise, it is an
assignment of intellectual property or technology. If it in any way specifies
equity or ownership of the company, it's something else altogether.

There are various legal principles and state laws that also could come into
play here, depending where you are. (For example, if she's acting as her own
lawyer, she might have created a contract that's unenforceable or voidable in
various ways.)

It sounds like you're in a strong position and I stand by my earlier answer
with respect to how I think you should approach it, but for god's sake don't
sign any such thing without having a lawyer take a look, and all of you,
please learn what these things are called and what they do.

IANAL, YMMV, etc.

------
awongh
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.

------
jeffsilverman
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.

------
wglb
_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.

------
blisterpeanuts
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 (and her, infamous).

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

~~~
gaadd33
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.

------
snoonan
INAL, but if you contribute materially to a business, you cannot be an unpaid
intern. It's probably highly illegal to use the fruits of your labor in any
significant way. Internships are there for you to learn, not for companies to
exploit slave labor.

Of course, as everyone else has said, talk to a lawyer.

------
delinquentme
Is no one else pointing out that this is part of a SCHOOL PROJECT? Of course
they're asking for the moon! This is a sandbox project for her. What should
you do? Scalp her back! Why? Because sandbox!

------
saltyknuckles
Don't sign this at all. She is disrespecting you and there is no benefit to
any of this for you.

------
judk
You could sign the doc and then sue her for illegally paying below minimum
wage for an intern.

------
Silhouette
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. :-)

------
lauradhamilton
No no, do not sign the agreement.

------
javaun
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](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](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.)

------
rajacombinator
Hard to imagine there are people so naive still out there. Now where can I
find some ...

------
tomwilson
Hell no?

