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lawyer question


CTmom
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I worked on a startup with a couple of other guys. Two of them were friends and had 28%, I had 25% and another person had the rest. The last guy left in the beginning itself. The initial idea was that of one of the guys, he worked fairly hard, the other one didnt do much work and i developed an entire website for them. Since the idea was nothing without the website, I was the only one working hard and they would do testing. I was very enthusiastic about the idea and gave so many new suggestions. So after 6months, I asked them to reorg the company equally among us and they refused, saying that this is what I signed up for and that they would be the ones raising money. I felt that I had worked hard and needed to be treated equally. It was just a matter of principle more than the 3% I would have gotten. I was working really hard. So i left and I said I would give them the source code, it was essentially on the website anyways.

 

Now they are asking me to sign another non disclosure and a mutual release document that would have me give up any claims. I had no regrets about leaving and would have never used the idea anywhere anyways, but now that they are playing hard ball, I am also pissed. So I am not inclined to sign anything. I would probably go see a lawyer at some point, but wanted some feedback as to be prepared. 

 

thanks

 

 

 

 

 

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Don't sign anything.  

 

They blew that chance in the beginning when you were brought on board.  If you feel pressured by them to sign ANY document. make sure you hire a lawyer to oversee it first. Do not sign any document, no matter how innocuous it looks without legal advice.

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You don't mention if you had formed an LLC?  Have any written agreements?  What did you do with your ownership interest?  Did you sell it back to them?  Do you still own it?  These can be fairly complicated issues.  You may want to pay for a one hour consult with a lawyer who has experience with small companies/partnerships.

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thanks everyone. It was an LLC, where we signed an standard operating agreement with the ownership specified. No money was put in, the website I was writing was supposed to be used for raising the money. So thats why I was feeling that I was the only one doing most of the work. Yes, I had understood that it was their idea and I would be developing the website, but I put in way more work than the other two, I added really good ideas to the initial idea and I was just asking to be treated as an equal. They thought that they were more savvy moneywise and could talk to the VCs etc, what I was doing was just the IT part, but without the IT part, there is no product. 

 

We all work full time on other jobs, and programming takes time. If I had continued and we didnt raise any money, they wouldnt have lost anything. I am the only one who would have put in all the hours. I knew that and i was fine with that, since I was also passionate about the idea. I raised the issue that I felt that I was working hard, one other person was passionate about it, but the third guy wasnt doing anything much. I asked to be treated equally. It was only a 3% diff, but it was just to be treated as equal that was driving me. I also felt that the third guy was just hanging around until he is sure that the idea is viable before putting any hard work. So why am I working hard so he can get his share?

 

They countered that this is what I signed up for and that I shouldnt ask for anything more. So I said, fine, I dont want to do this any more and that I was walking away. The website was not complete but can be used by them for raising money and that was fine with me. 

 

Now they want me to sign another non disclosure for 3 years and a release agreement that I am waiving all the rights. Thats what bugged me, even after working hard, they are not inclined to treat me fairly. They are taking whatever I have written and asking me to waive any future rights without any acknowledgement. Think I am stupid or naive??

 

anyways, I will not sign anything and talk to a lawyer. No one can force me to sign anything, since I didnt get paid for any of the work anyways.

 

thanks for letting me vent!!

 

 

 

 

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Generally non-competes and non-disclosures are also attached to some form of payment or compensation, ie, a lump sum or payments over the three years, attached to a new hire or a promotion. I find it very strange that they want the agreements signed without some sort of compensation.

 

They should have addressed the competition/ disclosure issues with all the owners/employees along with all the other start-up documents. You did sign up for what you did and what you got, in that, the other partners are correct. And, you're correct in that you're free to walk away as I'm assuming you were employed at will. Or, you could stay on and keep your % and see what comes of it. Or set up yourself up as competition.

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