Not sure if this is OT or not...don't want to offend, so going OT route.

I've got an arrangement with a friend, here is my understanding of the

arrangement.

For several years, I've been developing an application with the

intention of marketing it. (FYI, it's an inventory control, POS, retail

app.)

My friend has a business, retail, that is a perfect "target" for the

application.

In the beginning, he agreed to serve as a test site, putting up with

bugs, lost data, and loss of "convenience" that comes with a program

that is under development. In the end, he will get free use of the

complete application for his business.

What I get from the arrangement is obvious. Free guinea pig beta testing

in a real-time real-life environment. Not $1 has ever exchanged hands

for the software. And, until now, there has been no written agreement.

(Yeah, bad.)

But, up until recently, all was well. Then, my friend took on a partner

who is now 50/50 co-owner of the business. The new co-owner and I do not

"jive" well. Neither of us would unzip if the other was on fire, if you

get my drift.

The Dilemma

Due to the above and other changes, the friend now wants to

a) pay me a monthly amount to "help" the progress of development (speed

it up) since I've been doing other "paying" work and my development on

this application is "on the side" (since it has produced no income.) My

plan for doing this was to invoice is as a monthly retainer amount for

technical support of their computer systems (which I do for an hourly

charge now). But, I'm not sure this is a good idea...because he then

said that he wants to...

b) get a written document outlining our agreement, and placing the

source code in escrow, and providing a "remedy" ...in case "something

happens". He says it's because the new partner is concerned what would

happen if I were to die (or get mad at them and take my football and go

home.)

I felt much better about (a) above until the situation with (b) was

presented. That's because (b) makes me wonder what the partner's

intentions are (other than some kind of self-preservation.)

Above and beyond everything else, my goal is to retain 100% ownership

and rights and control to the program. I would rather avoid taking the

money than to create a situation that would lead to a legal battle

(which I can't fund, but they can.)

Thoughts? Advice? Warnings? Scoldings?

Thanks in advance.

Mike

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