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This is one of those "Ask HN's" where the ONLY helpful + useful answer is: "get a lawyer" and nothing more.

HN'ers all mean well, but few-to-none of us are lawyers. I've seen examples where many well-meaning geeks (I'm one too) have up-voted an answer to a legal question that is actually incorrect or not the best course of action.

Always take legal advice from a lawyer over the advice of 100 geeks. If the amount of money we're talking about here is $400k then you must have had a lawyer involved to do the deal so go back to them seeing as they are familiar (and should have put provisions in for this kind of outcome).

I disagree slightly on the "nothing more". Yes, get a lawyer, but also don't lose too much sleep over the threat to start a competing business. If this guy wasn't bothering to do any sales for OP, then I doubt they'll have the perseverance to follow through on doing it for themselves. They'll have grand plans and talk it up, but I don't think they will see it through. YMMV.

I think the other answers can be useful as ideas that can be bounced around and will perhaps lead to other ideas, but certainly one should consult a lawyer before actually acting on any of them.

Other answers are also useful because other people can learn about the law that way. Yes, get a lawyer, but also a lot of the advice is interesting and educational as well.

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