Legal Question in Intellectual Property in California

Code Protection

I am not sure what section is question really belongs in so bare with me. I was approached by a good friend 6 months ago about an Internet Business idea that he wanted me become a partner in, if I program the website that would be my contribution to get my 25% (There are total of 4 partners) of the company. At this point I am 90% finished with the site. We had a meeting last night to discuss formation of a LLC, the other three partners haven�t really put in any time or money in getting this site developed (Even though one of the other partners is a web developer also). When we form this LLC everyone�s share would be equal, even though I have $100k+ of development invested. They say once we form this LLC, the site code will belong to the company and not me. The rest of the partners are contributing their time marketing once this site is completed. How can I protect myself from getting screwed, if the other partners fail to come up with their end of the agreement? Can I have them all sign a contract stating if they don�t live up to their end of the agreement, I have the right to ownership over the site code that I have developed? I am not familiar with this aspect, since all my dealings have been cash and carry.


Asked on 3/13/03, 7:26 pm

2 Answers from Attorneys
H.M. Torrey The Law Offices of H.M. Torrey

Re: Code Protection

absolutely. you should definitely reduce your oral agreement into a signed written contract lising all consideration involved, as well as stipulations that will protect your assets, ownership rights, and legal interests asap. if you would like further assistance in drafting such a written contract to this effect, please feel free to email to proceed in that direction. thank you.

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Answered on 3/13/03, 7:31 pm
Amy Ghosh Law Offices of Amy Ghosh

Re: Code Protection

You should have a Memorandum of Understanding (MOU) to that effect. You can also poyright the code as well as look and feel of the website as you original work of authorship...but you should disclose that to your partners.

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Answered on 3/13/03, 7:53 pm


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