It's generally a bit taboo to directly address dominance in social interactions, but you were manipulated into doing and then handing over work for nothing in return.<p>You were successfully made to believe you would be the bad guy for walking away when nothing could have been farther from the truth.<p>You worked, for nothing, on a project which belonged wholly to someone else, and they didn't even bother to turn up for project meetings.<p>There's often a big disconnect between people's superficial behaviour and their genuine intent, and you have to learn to read the signals which tell you the difference.<p>This episode might have been unpleasant but could be a cheap lesson if you learn the right things from it.
It's not a standard NDA, it's a "CONSULTANT, NON-DISCLOSURE, AND INVENTION ASSIGNMENT AGREEMENT", very different!<p>This is a standard NDA from HBS: <a href="http://www.hbs.edu/entrepreneurship/pdf/Sample_NDA.pdf" rel="nofollow">http://www.hbs.edu/entrepreneurship/pdf/Sample_NDA.pdf</a><p>Always trust yourself, your gut and your instincts in business. Never do anything in life you get a bad feeling about, including signing a CNDIAA.<p>"I made an iOS ecommerce app, along with backend server and a simple web-app POS system. My co-creator asked me to sign a standard NDA agreement except it specifies that I am an unpaid intern. My instinct tells me not to sign it."<p>Trust your instinct and good job writing a blog post about it asking for help.
You definitely weren't the 'bad guy' in this relationship. If anything, it looks like you were being taken advantage of. People deserve to be compensated (somehow) for their work - and it's somewhat clear to me that this wasn't going to be the case in your situation.<p>On the other hand - if you did want to be a consultant, there are different things at play. First, the NDA. NDAs cover <i>only</i> the disclosure aspects, nothing else. Next there's an MSA - Master Services Agreement. The MSA covers the method by which services are to be delivered, and the contractual obligations around them. It's important to separate the two, as typically an NDA's lifespan is significantly longer than an MSA (i.e. after you're doing with a client, the NDA continues to live for 6-12 months).<p>There's absolutely nothing wrong with discontinuing a partnership that isn't working. It's a hard thing to do, you feel like you're letting people down, but you're not. The reality of the situation is that a partnership is just that - a partnership. If it's not good for both sides, then it's not a partnership, plain and simple.<p>tl;dr - Get compensated for your work, and put yourself first - no one else will.
I want to know why walking away from such a toxic deal made this developer feel like that would make them the bad guy in the partnership. It seems like the other party wanted everything and was giving nothing in return. I was disappointed to read the developer gave the code away in the end.
Assuming your description is accurate, you should have had %95-%98 of the equity of that startup, and all ownership of the code. She was defrauding you (says she's taking class, so you enroll, turns out it was a lie, says she'll meet with you, doesn't show up, claims she should get %100 despite doing less than %5 of the work, etc.) and gas lighting you attempting to emotionally manipulate you into thinking you were the bad guy.<p>My response would have been to give her none of the code, she didn't deserve any.<p>But I really expect that she'll get nowhere with this app anyway... she can't get traction with just an initial release, it will need constant work.<p>Her actions are very typical of the "clueless business type" that has no respect for the effort of software development (just pointing out functions not yet done is a prime indicator- they can't be bothered to dig into the project and think there's some value in pointing out the obvious?)<p>Which means she will be a failure with this startup.<p>You would have been better off, I think, taking your software and shopping it around to other MBAs in this class and seeing if you can find someone who will give you a real offer.<p>You could work on the app on the side, and you don't have to give up your permanent job, but even if you didn't work on the app, you should have still owned a chunk in the company that developed it further (assuming it was worth developing further.)<p>But owning a chunk in a company run by someone who is clueless and trying to defraud you is not worth anything.
> My co-creator, an EMBA student, and I are taking the course as a way to iterate through our product and process. She is in charge of the business model, and I am doing the coding. Our professors urged everyone to start talking about equity splitting as soon as possible; and my co-creator had a really simple answer to that: "I should have 100%," she said.<p>That sounds like a bad deal already. Good thing he didn't sign the agreement. But i wonder what the agreement he drafted up contained.
That's why you have the tongue in cheek pre-money valuation (seed) equation from Guy Kawasaki: Add 500k for every engineer on the team and subtract 250k for every MBA.
As someone who knows both parties involved, here's a little context from the other side.<p>While the MBA student was not in the class, she was drafting and writing all of the classwork (with the exception of the project) for this class that she was not enrolled in. Our school uses a bidding system that played a factor in her ability to enroll. Strings had to be pulled to manage to get the developer into the class (a bureaucratic headache because of cross-registration).<p>From her perspective, she had an implicit agreement that helping the developer get into the course and then completing the vast majority of the coursework was her end of the bargain. This should've been made more explicit between them, but the point is that the work done was not one-sided.
What did he get out of it? If he got nothing, then the contract is typically invalid. You can't give something of value without getting something in return (the consideration)(I'm not a lawyer)
If it's any consolation, the odds that your "co-creator", if the business practices she has displayed thus far are any indication, makes something noteworthy or profitable out of your project, seem very low.
The MBA student sounds like she's a complete and total sociopath who is very skilled at manipulating, using, and discarding people. I've worked for someone like this before, and it probably took years off my life. I'm older and wiser now, hopefully :)<p>If she wants to be successful, she should get herself hired at a large corporation. Perfect environment for someone like her.
I just don't get how "business" types who can't code or design get the idea that deserve 100% of a project when they don't want to pay the developer.<p>It just blows my mind. If you can't pay me, then I deserve at least 50% of the equity.<p>She was doing the "business" end of a project that had no customers and no "deals". So, what exactly did she do here?
From a purely legal perspective, such an agreement probably would not have been enforceable.<p>The coder would be giving up the right to his code, and taking on the burden of non-disclosure, in exchange for...nothing. Basic contract law (in the U.S.) requires that both parties receive adequate consideration (essentially, payment) for the bargain they are making. Unpaid student internships are generally not considered to be valid consideration because it is illegal to have interns perform the primary business activities without some sort of compensation (monetary, or in the form of academic units).<p>It's surprising that it didn't come up in the previous HN discussion but it appears that none of HN's usual legal commentators dropped in.
The part that bothered me most about the situation (and I realize that it's only your side being told here) is that she gave lots of warning signs that she was not holding up her side of any form of partnership. If she couldn't show up to the meetings, give you feedback on the tasks that you were tracking, prepare for your discussions of the app, etc... you should have run away from her right there.<p>Never stay involved with partners who aren't adding their share of value in an undertaking. Since she wasn't paying you or even offering equity, the least she could have done is to participate in the work that you were doing <i>for her benefit</i>.<p>Don't tolerate being systematically disrespected.
>... this was a particularly uncomfortable and inappropriate conversation to cover through emails and text messages.<p>I think this is a key lesson. If you're getting into a business relationship you need to be able to dispassionately discuss arrangements and contracts. It is far better to do that via email than verbally.
The <i>bad guy?</i> At that point you could have given her an hour to turn up with a briefcase full of cash or it's rm -rf time, and you still would have been the good guy IMO.<p>Note: this is not legal advice.
The key to success is to not give a shit about others and only care for yourself.
Walking away as the bad guy but gaining profit from it is much better than being the good guy.
The "it would be illegal to pay you" is easily circumvented: start a company of your own (slightly more expensive than a domain name, but not much), have her pay the company, <i>do not pay yourself from the company</i> until you have completed your course.
The big lesson here is to sort this out before you start coding.<p>I have an MBA and I write code. In my experience, coders overvalue their contributions and business guys overvalue theirs. But in the end, the business guys usually win. You have to think like a business guy.<p>When I do contract code, I'm under no illusion that I am a critical piece of the business. In fact, the only thing that has any sort of ability to lock me in is typically that switching costs are high- developers hard to find and it's expensive to get a new one up to speed.<p>That's just the way things are. If you're not an integral part of the business, you are replaceable.