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You have a great deal of leverage that you don't seem to be using here. If you haven't signed anything, and haven't been paid for anything, then the code is yours, and you can walk with it. Understand that contracts don't require papers, but it helps when things go wrong. The key here is consideration. It's what you've given up and what the other person has given up in return. You've given up the code (IP, time, development), and what have you gotten in return? If you've been paid, that may be all that matters in court. If you haven't been paid, and if you've been promised equity and haven't received it yet, the contract is unenforceable and you can walk with your code. I would use that last bit if applicable to leverage your position and make your case to the founder. You want the equity up front, before an NDA. The NDA keeps you from taking your code elsewhere, which is probably what the founder, his lawyer, and the investors want to keep you from doing. Also, don't settle for a wimpy stock agreement. If you're in a position to take your year's worth of work and bring it somewhere else, and that year's worth of work is substantial, use that to get a substantial bit of equity. I would be ready to take my work too. In fact, it might be better to go ahead and do that since things are pretty shaky with this founder. Disclaimer: Like most other people here I'm not a lawyer, so don't sue me after taking my advice. |