For several years, I've had an arrangement with a friend, as I've been

developing an application with the intention of marketing it when finished.

(FYI, it's an inventory control, POS, retail app.) My friend has a retail

business that is a perfect "target" for the application.

Here is my understanding of our arrangement.

From the beginning, he has served as a test site, putting up with

bugs, occasional (rare) lost data, and the inconvenience that comes with

using 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, along with feedback on design and ideas.

Not a single $ has ever exchanged hands for the software.

To date, there has been no written agreement.

(Yeah, bad.)

Until recently, all was well...except the development was slower than he

would like.

A while back, my friend took on a biz partner who is now 50/50 co-owner of

his retail 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 says he wants to

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

since I've been doing other "paying" work and development on this application

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

was to invoice it as a monthly retainer amount for technical support of their

computer systems (which I also do for an hourly charge already).

But, I'm not sure this is a good idea...because he also said that he wants

to...

b) get a written document outlining our agreement, place the

source code in escrow, and provide a written "remedy" ...in case

"something happens".

He said 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 (b) stipulation was

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

intentions are (in addition to 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

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

for ownership rights, a battle which I can not fund, but they can.

Thoughts? Advice? Warnings? Scoldings?

Mike

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