Legal Question in Business Law in New York

Future company creation, how to get rewarded for actual ideas

My former boss is building a company.

He has developed a great technical product, but still miss a precise market positioning.

Since I am Marketing and Sales, I can do that for him.

There is no work contract between us at the moment.

I know that as soon as product is launched I will be hired as marketing and sales and get stock-options.

But I think I should get more than a job as a reward! I should also get stocks for the ideas I bring to him, if he decides to select these ideas.

My questions :

1/ What kind of contract can I sign with him now to get rewarded for giving him my brillant ideas on positioning / marketing his future company ?

(company is already created administratively speaking)

2/ How can I prove these ideas come from me, since my boss has evocated a lot of things you can do with the product ? He evocated my idea vaguely among others, but has no clue on which one to select. I know precisely which one to select, and for what reason.

3/ What % of the company can I pretend to ?


Asked on 9/03/99, 6:48 am

1 Answer from Attorneys

Gerry Elman Elman Technology Law, P.C.

Re: Future company creation, how to get rewarded for actual ideas

Sounds like this is a great time for you to visit an attorney who's familiar with startup business matters. First, it sounds as if your former boss has left the company where you work ("OldCo") and formed a corporation or other business entity ("NewCo"), while you're still working at OldCo. To be discussed with your lawyer is the question of what obligations either you or your former boss have to OldCo at this time. This would depend on several factors, including whether either of you was or are officers or directors of OldCo and what agreements had been signed by either with OldCo.

Assuming you're each free to negotiate and contract with each other at this time, then to answer your question, you could sign an agreement with former employer and NewCo providing that, contingent on certain happenings, you would join NewCo as its director of sales & marketing for a certain compensation arrangement, which could include whatever terms you agree to.

You also ask how to document the ideas you've contributed. Why do you feel this would be necessary if former employer signs a binding agreement with you? And if he doesn't, what benefit would you get by documenting your ideas?

Regardless of the answers to the above, wouldn't the simplest thing be to write them up and then have him sign and date a copy, acknowledging his receipt of your writeup? If you want to have independent documentation, you could also get a trusted third party to sign and date a copy of the writeup. If you want to get formal about the "trusted third party," you could go to a regular notary and get the writeup notarized as of that date. Or you could go to a newfangled "digital notary" by emailing the writeup to a service such as or and paying their fee. (Mention of these services is merely for information, not an endorsement.)

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Answered on 9/05/99, 10:39 am

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