I think the partner's suggestions are good ones. They are certainly what I

would want if I had bought a half-share of a business which was as dependent

on a piece of software as his appears to be. I was a one man band until I

retired and was very concerned about what would happen to my clients if I

were to have a bad car accident or a heart attack and was unable to support

them. If the written agreement was couched in suitable terms you could

still retain 100% control over the software.

It is common practice to provide an application for a down payment plus a

licence fee at annual intervals for which the client gets a certain level of

support and any upgrades for free. I would drop the notion of it being a

beta product and deliver a version containing all of the working parts as

version 1.0 (say) for a nominal sum. There would be a licence fee, paid

monthly, which would expire at a specified date, usually 1 year from initial

installation. You could have a routine which requires a new key to be

applied after a year perhaps. You would then use the monthly licence

payment to fund any support for the application with the surplus used to

fund development.

Obviously you would want to market this application so include in the

agreement the facility to use the business as a reference site to

demonstrate the application. As an incentive you could offer them a portion

of the first year's licence fee for any new client they brought in.

HTH

John Weller

01380 723235

07976 393631

> 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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