[brudgers]

Be aware that if you and your partner have the same level of ownership (e.g. the split is 48/48/4), your new partner has the same degree of control as either of you - i.e. any two stockholders have sufficient votes to screw the other one.

Second point is that the new owner's shares should vest over time with specific milestones - such as half for the cash and half for the completed app. Some sort of clawback related to the performance of the application might be a good idea.

My gut tells me that this sounds a little too good to be true - 4% for cash makes sense. Throwing in the programming doesn't seem justified, the NDA is also problematic when the person proposing it hasn't brought anything to the table which has an economic value associated with its disclosure.

The final point is that unless you are looking to bring on a partner, this is a distraction. If you have runway and are hitting your targets, you don't need necessarily need a partner. Then again, if you require one it is better to negotiate before you are near the end of your runway.

Good luck.

[brudgers]

After sleeping on my answer, I think it is important to think about the potential issues which can arise when:

1. An investor is also responsible for coding the core product. Multiple roles mean conflicting interests - e.g. protecting invested assets versus the risks associated with high growth.

2. A person with a minimal equity stake is responsible for coding the core product. It is easier for a person with only a few percentage points of equity to find a better opportunity or hedge their investment. 5% of a $10,000,000 sale is nice, but it's not going to allow a person to retire.