Legal Question in Intellectual Property in Texas

I have created a B2B web application ("WebApp"), and would like to launch it with minimal cost, while still avoiding personal liability. I own a Texas-based LLC with a friend of mine, where ownership is divided 49% me, 51% my friend. Will the following plan for WebApp accomplish my goals (minimal cost, avoid personal liability, have 90% ownership)?

1. LLC "buys" WebApp from me, and paperwork states that 90% of profits from WebApp will go to me, and 10% will go to my friend.

2. All of WebApp's legal documents (Privacy Policy, Terms of Service, agreements with service providers, agreements with credit card/merchant services) say that WebApp is owned by LLC.


Asked on 1/14/12, 11:16 am

1 Answer from Attorneys
Jason Lau

What you could do in this situation is to give an exclusive irrevocable license to your company and have a provision describing the royalty distribution scheme. In this agreement, you can state that you are transferring all rights and ownership of the WebApp to the LLC. You would need to iron out all the details with an attorney or someone who knows contract law.

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Answered on 1/14/12, 11:37 am


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