Relationships between partners in a startup. Contract? Part 1.
Relationships between partners, I consider the key factor in the survival of any startup. Idea, functionality, market, etc. You can change it several times, but it’s harder with people. I will share my experience in a startup business in Moscow.
In general, I am in constant search of business partners. Do you know from personal experience that a startup is a long-term uncertainty and a big risk? But are you patient and persistent? Then welcome to my projects!
I'll start with the contract between the partners. What to sign the contract? And can work completely without a contract?
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I am of the opinion that partners need to sign an agreement. And it is better to do it before the start of joint work. There are those who have a polar point of view. Opponents of the treaty usually say that it is a waste of time and money. Is it so?
After all, for the contract to have legal force, it is better to turn to an experienced lawyer in intellectual property, preferably with a specialization - the Internet. In Moscow in the spring of 2008 it cost about 20,000 rubles. I met an offer from 8,000 to 60,000 rubles.
In addition, the agreement agreement requires considerable moral force from the participants. When you do this for the first time, it will seem like torture, which can last for months.
Defenders of the contract are usually motivated by the fact that the contract is aimed primarily at reducing the risk of conflict between the co-founders. Well, of course, the treaty does not prevent conflicts.
So we have signed an agreement with start-up partners with serious obligations on terms and responsibilities. And when the time came for the delivery of layouts, our web-interface designer L. Alexey suddenly disappeared. We had no conflict with him. The last official message from him was approximately the following: “I just have to think out a lot more than I planned. Tomorrow, the day after tomorrow, I will send you all. ”
Conclusion. The contract does not protect you from the strange disappearance of a partner. Be extremely careful when selecting partners.
Of course, I would have known where I would fall, would have planted a straw. However, you can check the reliability of the partner in advance. Offer him to sign a contract before starting work, and while agreeing on the text, create various difficult situations and see: how will he react to them? If you endure with dignity, most likely, you can safely go into battle with him, but you should always be on the alert. Trust but check.
In our case, Alexey Artyomovich immediately began to protest vehemently, blocking the condition about the need to work out a full-time project after receiving investments. And he was determined categorically. And later he refused to listen to the project presentation, having decided to sign the contract right away, even without knowing anything about the project. Strange, right?
After learning about the project, he signed a calendar plan. While coordinating the calendar plan, he was interested in nonsense like: who will we penalize if we don’t have time to discuss the layouts? As a result, he did not provide a single layout and disrupted the startup startup. We waited for him for 2 months, refusing all other candidates.
Yes, I really doubted him. Never do what you doubt!
So, what did I include in my contract with partners and why is it so important? I describe only the key points. The contract itself with the applications takes 14 pages 12th size.
1. Subject of the Agreement.
2. Management. Powers of the project manager and those. director.
3. Planning.
4. Share co-author in the project.
5. The policy of cash costs.
6. Summing up and the policy of penalties.
7. Exit co-author of the project.
8. The official launch of the project.
9. Rights to the results of intellectual activity.
10. Terms of attracting investment.
11. Conditions for obtaining shares in the authorized capital of a legal entity.
12. Terms of change of arrangements.
13. Period of validity of the Agreement.
14. Confidentiality of information.
15. Appendix 1. Schedule.
16. Appendix 2. Share co-author in the project.
17. Appendix 3. Estimated costs.
For each of these points, you can write a separate article. And if briefly about the most important?
For example, in our agreement many (but not all!) Decisions are made by a qualified majority (at least 2/3) of the votes. Voting is in shares in accordance with the shares of the co-authors in the draft at the time of voting.
And the share of a co-author in a project is determined by the percentage ratio of the volume of accumulated standard hours for the entire period of work in a project with the volume of accumulated standard hours of the remaining co-authors for the entire period of work.
After all, often start-ups quickly begin to weaken interest in the project. If someone relaxes, it means that not only his share in the project has decreased, but also the importance of his opinion when making decisions.
It is also better to prescribe a cost policy. Some important expenses may be unplanned and unpredictable.
Opponents of such a contract would probably call it bureaucracy, which allegedly destroys a startup. I tell you frankly. Nothing destroys a startup like the constant disruption of the deadlines or a reduction in the workload of any of the participants in the project due to changes in plans.
If your team managed to sign a contract that suits all participants, it means that you have significantly increased your chances of success of a joint business! And the sprinters will quickly manifest themselves. The contract contributes to this very much, as it was in our history with the designer. About sprinters in start-up business, I will write more in the second part of this topic.
In general, I am in constant search of business partners. Do you know from personal experience that a startup is a long-term uncertainty and a big risk? But are you patient and persistent? Then welcome to my projects!
I'll start with the contract between the partners. What to sign the contract? And can work completely without a contract?
')
I am of the opinion that partners need to sign an agreement. And it is better to do it before the start of joint work. There are those who have a polar point of view. Opponents of the treaty usually say that it is a waste of time and money. Is it so?
After all, for the contract to have legal force, it is better to turn to an experienced lawyer in intellectual property, preferably with a specialization - the Internet. In Moscow in the spring of 2008 it cost about 20,000 rubles. I met an offer from 8,000 to 60,000 rubles.
In addition, the agreement agreement requires considerable moral force from the participants. When you do this for the first time, it will seem like torture, which can last for months.
Defenders of the contract are usually motivated by the fact that the contract is aimed primarily at reducing the risk of conflict between the co-founders. Well, of course, the treaty does not prevent conflicts.
So we have signed an agreement with start-up partners with serious obligations on terms and responsibilities. And when the time came for the delivery of layouts, our web-interface designer L. Alexey suddenly disappeared. We had no conflict with him. The last official message from him was approximately the following: “I just have to think out a lot more than I planned. Tomorrow, the day after tomorrow, I will send you all. ”
Conclusion. The contract does not protect you from the strange disappearance of a partner. Be extremely careful when selecting partners.
Of course, I would have known where I would fall, would have planted a straw. However, you can check the reliability of the partner in advance. Offer him to sign a contract before starting work, and while agreeing on the text, create various difficult situations and see: how will he react to them? If you endure with dignity, most likely, you can safely go into battle with him, but you should always be on the alert. Trust but check.
In our case, Alexey Artyomovich immediately began to protest vehemently, blocking the condition about the need to work out a full-time project after receiving investments. And he was determined categorically. And later he refused to listen to the project presentation, having decided to sign the contract right away, even without knowing anything about the project. Strange, right?
After learning about the project, he signed a calendar plan. While coordinating the calendar plan, he was interested in nonsense like: who will we penalize if we don’t have time to discuss the layouts? As a result, he did not provide a single layout and disrupted the startup startup. We waited for him for 2 months, refusing all other candidates.
Yes, I really doubted him. Never do what you doubt!
So, what did I include in my contract with partners and why is it so important? I describe only the key points. The contract itself with the applications takes 14 pages 12th size.
1. Subject of the Agreement.
2. Management. Powers of the project manager and those. director.
3. Planning.
4. Share co-author in the project.
5. The policy of cash costs.
6. Summing up and the policy of penalties.
7. Exit co-author of the project.
8. The official launch of the project.
9. Rights to the results of intellectual activity.
10. Terms of attracting investment.
11. Conditions for obtaining shares in the authorized capital of a legal entity.
12. Terms of change of arrangements.
13. Period of validity of the Agreement.
14. Confidentiality of information.
15. Appendix 1. Schedule.
16. Appendix 2. Share co-author in the project.
17. Appendix 3. Estimated costs.
For each of these points, you can write a separate article. And if briefly about the most important?
For example, in our agreement many (but not all!) Decisions are made by a qualified majority (at least 2/3) of the votes. Voting is in shares in accordance with the shares of the co-authors in the draft at the time of voting.
And the share of a co-author in a project is determined by the percentage ratio of the volume of accumulated standard hours for the entire period of work in a project with the volume of accumulated standard hours of the remaining co-authors for the entire period of work.
After all, often start-ups quickly begin to weaken interest in the project. If someone relaxes, it means that not only his share in the project has decreased, but also the importance of his opinion when making decisions.
It is also better to prescribe a cost policy. Some important expenses may be unplanned and unpredictable.
Opponents of such a contract would probably call it bureaucracy, which allegedly destroys a startup. I tell you frankly. Nothing destroys a startup like the constant disruption of the deadlines or a reduction in the workload of any of the participants in the project due to changes in plans.
If your team managed to sign a contract that suits all participants, it means that you have significantly increased your chances of success of a joint business! And the sprinters will quickly manifest themselves. The contract contributes to this very much, as it was in our history with the designer. About sprinters in start-up business, I will write more in the second part of this topic.
Source: https://habr.com/ru/post/37925/
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