Legal Question in Intellectual Property in Texas

Intellectual Property & Website code

Hi,

I have just finished an upstart company's website with the promise of becoming a partner in the business as well as recieving a monthly income based on % of sales. No formal contracts have been signed yet. The partnership agreement that has been drafted has a line that makes me worry though (minus legal jargon): majority partners have 30 days from time of signing this agreement to decide if you to remain a partner. I am a 5% minority partner, whereas the controlling party is made up of 2 individuals. Obviously, once becoming a partner, I am supposed to turn over the website I have created to the business to use, after that, what is to stop them from saying ''we don't need you anymore.''?

My question is this: Is there some way that I can protect my interests in the company? Could the website I created be considered intellectual property? Basically, I own the code and 'they' can use it as long as I remain an active partner in the business...or something to that effect?

Any advise about what to do and which documentation/legal forms I need to be looking into to protect my interests would be greatly appreciated!

Thanks in advance,

Justin


Asked on 1/10/08, 2:35 pm

1 Answer from Attorneys

David Leon David L. Leon, P.C.

Re: Intellectual Property & Website code

You are correct to be worried about that language. Although, I think they might have an enforceability issue with it (it may make the agreement illusory), that's a discussion for another day.

This isn't a problem you can solve with a form. Basically, you'll need a license agreement that states very clearly that you own all rights to the website and that are merely giving them a license to use the site. You need to clearly spell out the termination of the license and conditions.

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Answered on 1/12/08, 9:21 am


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