

Ask HN: What do I tell my co-founder when he asks access to the source code? - dudeofjude

I have a bootstrapped startup. A co-founder has joined me recently, he is a front end guy, and inclined on learning the backend stuff.<p>I have put in 6 months of effort building the entire codebase and business. He keeps asking me access to the source code?<p>If I give access to it, I fear I might loose all that which I have created. If things are good, as of now, everything might work well, but in case of disagreement, I can't go to his laptop/dropbox/drive and delete all the codebase.<p>OTOH If I put a blatant no on his face, he might feel bad, and get a feeling that I do not trust him.<p>What shall I do in this situation?<p>Since the business has not picked up, all the worth that my startup has is the source code. Once I get customers, they will be my worth. So how do I go about it?
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philipDS
Since he is your co-founder (and you accepted him as such), shouldn't you
trust him with the source code? Since he is also a front-end developer,
shouldn't he already have access to the code base? :)

If you can't trust your co-founder with the code base, then I wouldn't even
think of co-founding the business with him. Maybe you should re-evaluate that
first.

~~~
dudeofjude
I can't go on trusting someone straightaway. He is a front end guy, but
heavily investing time in learning python and sys admin stuff.

He appears genuine to me, but still, one should be cautious and keep in mind
and think for future, if something goes wrong, precautionary measures should
be in place.

It will take some more time, and some sort of litmus test to validate if he is
trustworthy. All that glitters is not gold, right?

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gyardley
You tell him 'here's how you access the source code.' After all, it's his
company too.

You shouldn't have found a cofounder if you're not willing to do this.

~~~
dudeofjude
What if he tells me the next week - "my dear friend, I have some other
priorities in life, I won't be able to focus on building the startup
anymore??"

And 3 months down the line I later realize, some friend of his, is running a
similar startup??

~~~
gyardley
What if you were tell him the same thing?

Why on earth is he to trust you, but not vice versa?

You two are now equals and peers and it's time for you to start acting like
it. If that's unacceptable to you then you never should have put yourself into
this situation - a cofounder is not an employee.

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dirktheman
So you found someone who's willing to do a lot of work with you? Without a
guaranteed pay? And he has invested a lot of time learning backend stuff so he
can actually help you building and scaling your business? Awesome!

A co-founder is not just some random person with complementing skills. It's
more like a marriage. And while marriages often start out good and, yes, can
turn bad, it's quite unusual to not trust your newlywed wife with the keys to
the cupboard.

I'm not trying to be negative here, but it seems that you're afraid your co-
founder is learning too much about backend development, so he can steal your
codebase and his front-end design, and steal your entire business and become
an instant millionaire. Or he could actually be genuine, and willing to take
the risk and reward together with you. Out of these two, which option seems
more likely to you?

You say it yourself: you have no customers yet. You can't just steal a
codebase and copy/paste an entire business to success. Per your words: 'once I
get customers'. You don't have customers yet, ergo you have nothing. Stealing
your codebase wouldn't make any difference.

You have to ask yourself if this person is really the person you want to start
a company with, and work closely with for years to come. If he is: give him
access. If he isn't: do both of you a favor and part ways. Nothing good will
come out of this if you make him earn your trust whilst being co-founder at
the same time.

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codegeek
I feel sorry for your co-founder if just going by your post. Are you seriously
asking this question ? If your co-founder is any good, give him access to the
source code asap and move on with building the business. You are worrying
about the wrong stuff.

"Once I get customers, they will be my worth"

Sure and what about your co-founder ?

"but in case of disagreement, I can't go to his laptop/dropbox/drive and
delete all the codebase."

No you don't want to do that. Do we need to tell you why ?

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adam-_-
Why would you have a co-founder onboard whom you didn't trust with your
codebase?

It sounds like you either don't want a co-founder and just need a front-end
contractor or you need embrace him/her as a co-founder and share your
codebase.

~~~
dudeofjude
Running it alone is pain, I can do things on my own, but that model does not
scale. It takes too long. Besides I can't be expert at everything. So I need
to add people with complementary skillsets.

I make sure people gel well with me, but you can't give everything you got to
a new comer, no matter how genuine he appears, right?

~~~
Spoom
You haven't got a co-founder then, you've got an employee.

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ProblemFactory
Other people have already commented on the trust and business issues. But
regarding:

> Since the business has not picked up, all the worth that my startup has is
> the source code.

I believe this worth is zero. Unless you have built a solution to a cutting-
edge, patentable Computer Science problem (for example a face recognition
algorithm that beats all competition), the source code itself has no value.

General web/mobile/desktop app source code is too specific for the particular
purpose to be useful for other apps - and a competent team could rewrite the
common parts faster than it takes to understand and adjust existing code. You
will not find anyone willing to pay for the source code unless you are also
selling patents, the team or user base along with it.

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mattwritescode
If you dont trust him he shouldnt be your co-founder. Else you have trust
issues. What would you do when you employ your first developer?

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webdisrupt
Partnership is always about trust....if you already have a trust issue with
this person how do you plan on working with them in the future? You have 2
options:

1\. Sort out your trust issues 2\. Move separate ways by buying out the other
guy

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matthewking
Sounds like you may benefit from an NDA with a non-compete clause. These will
give you a contract stating that your co-founder will keep your code secret
and not use it to compete against you if the relationship turns sour in the
future.

Links for reference: <http://en.wikipedia.org/wiki/Non-disclosure_agreement>
<http://en.wikipedia.org/wiki/Non-compete_clause>

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orangethirty
You have to learn to let go. People will do what they will do with or without
your consent. Do your cofounder a favor and fire him/her.

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andridk
If you are concerned with what happens to your code if the business doesn't
work out. Then you might be able to put it in writing that if you split up
(within a reasonable amount of time), then code copyright falls to you. He
might have the same feelings, in regards of frontend and graphics. Think of it
as a prenup to your business-wedding.

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tyang
Have him sign an IP transfer agreement.

Then:

Give him source code. Or get a co-founder you trust. Or go solo. Or close up
and do something else.

Btw, your company is worth zero right now anyway, most likely. Go ahead and
try to sell your company right now. Get a firm bid.

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sasnyde
If you don't trust your co-founder enough to show him the source code then you
have a bigger problem here. How are you going to start a company and go thru
the ups and downs of startup life with somebody you don't trust?

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mugsie
I will say, that in some countries NDA/Non Competes can be problematic to
enforce. TBH If you can't trust him with source, I would not have him as a Co-
Founder

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nakkiel
Why don't you openly discuss the issue with him? As your co-founder he
deserves your trust and you deserve his understanding. Chances are he actually
reads HN.

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dudeofjude
Don't worry, there are several permutations and combinations in the world.

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centdev
Give him access if he's a co-founder. Just read-only access so he doesnt go
breaking things.

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sharemywin
Put together a contract that if things go south you keep the source code.

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lennel
its called a shareholders agreement.

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FellowTraveler
Get him under contract.

