

Ask HN: Who Owns the IP? - namemenot

Back Story: Two years ago, I cofounded a company with a business guy who had an idea and I fleshed out all the technical details, built three working applications, wrote several white papers and authored the majority of the text used in patents we filed.<p>A year ago we had two other partners in our venture which would have taken 10-15% equity each and had plans to raise VC which we estimated could take as much as 50% of the equity. I told my partner I would be happy ending up with 10% of the equity so I signed a loose agreement around that amount.<p>Fast forward to now: My partner has been absent for months, has not kept me in the loop about multiple investment we've taken and every meeting he's had with potential partners has flopped.<p>However, despite not taking VC investment and our other two partners leaving, the 10% equity number has stuck. So my partner is expecting 90% of the company.<p>My Question: I've decided to walk away from the venture. However, my partner is threatening to file a civil suit and an injunction to get me to hand over the IP to the company. He said I'm in violation of the following laws:<p>* Uniform Trade Secrets Act
* My state's Civil Theft statute
* Law of Misappropriation<p>Have I broken the law by not releasing the intellectual property that I built? It may have been his idea to start but it's entirely been my implementation.<p>I am going to consult a lawyer but I wanted to get feedback from HN since you guys are always so helpful.<p>Thanks!
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HelgeSeetzen
The short answer is to read your employment, consultant or partnership
contract (the "loose agreement"). If that's not clear then show it to a
lawyer.

General guidelines for the US are that "work for hire" is owned by the
employer (whether explicitely assigned in the employment agreement _or not_!).
Other types of relationships (e.g. partnerships, consulting, etc.) only
transfer ownership of IP to the company if the contract explicitely says so.

At the end of the day that's all that matters: what was your legal
relationship with the company and what did you sign. Writing code, working
hard, being kept in the loop, etc. has no relevance at all. So the long answer
also boils down to "read your contract". Sorry.

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maxbrown
I imagine it would depend highly on the specific wording of the agreement that
you signed - sorry, I know that's not that helpful, but that's mostly what
I've been told by the lawyers I know.

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brudgers
[IANAL] Whose names are on the patent applications?

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neworbit
...what state are you in?

