My partner (by MoU) quit the project and wants to be cashed out. What's the ethical thing to do?

It would run more smoothly if there were fewer people in the communication chain HOWEVER do not connect your client direct to the developers. 1) clients will casually "remember" things that need to be added and go direct to the developers with their requests, which will cut into your margins 2) developers that you don't have air-tight contracts with will negotiate direct with the client and cut you out - make no mistake about it, you could have a great relationship with the client but business is business Do NOT mention the development partner name anywhere. The client is not signing an agreement with, or contracting with them - it is with YOU so the agreement needs to be with you. Unless you are planning to reverse the relationship and become an affiliate of the development company, you need to touch all the money. Why would you allow your valuable clients (assets) to be managed in any way by someone that isn't your company?

The paranoia of "my idea is being stolen" is the sign of a highly inexperienced person and also statistically speaking, the sign of someone who is unlikely to succeed. Your skills as a designer and implementer make you highly valuable to many non-technical founders, so you should consider yourself able to pick your partners, and not have to "settle." An idea is worth *nothing* without execution, so I'd suggest that you align yourself with a more experienced founder. Happy to talk through this and more details in a call. I'd also caution you that a contract doesn't provide you full security against this person's deceitfulness or bad behavior.

There are several factors to consider: 1. Profit share does not have to equal equity. As an example, two people can agree to split net profits 50/50 even though the percentage of equity is split 60/40. Just get it in writing. So find out their expectations for long term income and equity. Are they expecting a share of net profits or just the ability to recoup their investment when you sell the business? 2. What value do they bring to your business? Are they funding? Are they bringing significant contacts or the ability to secure contracts? Are they helping with infrastructure or product development? What would you pay someone in salary with no equity to do the same exact thing? 3. Are the short term or long term? In other words, once they help you launch, do they continue to have value in building the company? Or, are they no longer needed? There is no right answer to how you compensate them for helping you get started. But, try to look at all the value variables. Maybe that will help you identify what they are ultimately worth and what a fair, win-win offer would be. It sounds like they are very reasonable and you have a good opportunity to get their help for a reasonable compensation package. Good luck. If you would like to talk more about this at no charge, I offer a one time free call to new callers. Just use this link to schedule a call. https://clarity.fm/kevinmccarthy/FreeConsult

It really depends on your relationship with this person, which I didn't think you mention. Do you know him and trust him? If you trust him that's fine. The only issue I see is the time zone difference, you'll just have to work it out between the two of you.

Hi! Partner disagreements happen all the time. The good news is, most of the time, they are disagreements that get resolved for the better. I'm a business performance expert, a CPA, a CGMA and highly experienced at leadership and managing companies. Allow me to suggest some options for you. This looks like you and your partner need to reach an agreement on how to operate the company. You can do this verbally or you can do it in writing with an operating agreement. I suggest you get this agreement in writing. The results you seek are to clearly define, and understand between both of you, the way both of you may smoothly run the company. Operating agreements may have many different segments in it including (but not limited to) defining everything from who has an operating role vs who doesn't, your responsibilities, how the company ownership and profits are split, entry and exits of partners and even the method of accounting chosen. Once you decide with your partner who has authority regarding your product direction, the person responsible should provide good leadership to see the products are well developed, and the other should follow their respective role as agreed and defer product development decisions to the other. If one partner breaks out of the agreed role, you should have a private, positive conversation with your partner to set your boundaries and remain in your agreed roles. When this happens, you need to have this conversation within a reasonable amount of time after the disagreement. Don't be afraid of what they think, because your product and your company are at risk. Just be respectful and let them know they crossed the line and ask that they step back behind it. I hope this helps! Please feel free to call me if you need help with this operating agreement, including a sample for your reference. To prepare it, you can expect you'll need a legal expert and a business expert to contribute to your desired operating agreement. Best of Luck! Rodger Stephens, CPA, CGMA Business Performance Expert