I have a good opportunity to join a startup, my role will be to design and build a MVP, so far there are 3 people involved.

The first question cannot be answered as asked. The starting point is agreement on how the investors are to get their money back. Neither you nor your attorney should attempt to value the business. Who you turn to depends on the business itself. There are norms available even for pre-revenue firms but usually not term sheets for specific transactions.

It's good that you know what you want, but I expect that here you will be constrained by the market. I've been involved in startups a long time, and I have honestly never of a developer who is not only being asked to work for no salary, but to buy in with cash. You may see it as "giving away equity for nothing", but they're going to see it as payment for work. "Please pay me so I'll let you work for free on my business that, as far as you know, will probably fail" is not a particularly appealing pitch to anybody who can turn around and easily get a solid salary. Instead of buying in, the typical way this is handled, at least in Silicon Valley, is to adjust the amount of equity. The more value they bring, the more equity they get. The more valuable the company is right now, the less. The lower the salary, the higher the equity. Whatever relevant factors get rolled up into a single number. Yes, you'll definitely want vesting. Hereabouts 4 years is pretty typical. For people joining later, a 1-year cliff is typical. But if they are coming in early and aren't getting salary, then I think it's normal to start vesting right away. As to the actual amount of equity, there's really no guide for this. If you're before both investment and revenue, there's little objective data to say what the equity is worth. You can see noted venture capitalist Fred Wilson talk more about that here: http://avc.com/2010/11/employee-equity-how-much/ I haven't watched it, but he also did a live class on the topic here: http://new.livestream.com/Skillsharelive/MBAMondays/

What you're asking is very complex and to me 2% to 4% seems like a terrible ROI. There is a lot of information that needs to be provided to determine how to structure the deal and if it's even a good deal. Are you getting equity (a part of the ownership of the company) for your investment? If yes, how much (%)? Is the company valuation realistic? Is the company established and having sales or is it just starting out? Simple example: If you're investing 250k $ and the company has a realistic pre-money (before your money is invested in it) valuation of 1 Million $, you should be getting 25% in terms of equity. Of course things aren't that simple in reality but it's a good rule of thumb. - If I was to go ahead, how should the business be structured? This is hard to answer without more information. In general you should seek to have both equity and decision making power if you're investing into a business, if you want to be an equal partner you need both equal equity and power. Especially if it's in an early stage or if you're investing a significant amount of money. Which to me seems to be the case. How you'll specifically structure the business depends on the area in which the business operates in ex. software, manufacturing, sales, consulting etc. - What are the steps I can take to protect my investment? A lot of research and consulting into how these kinds of investments are usually done. You should obviously have a specific contract drafted by a lawyer as well which denotes the terms of investment. - How should any potential net income be shared if the proposer does not invest a single penny? Depends on what else is the proposer bringing to the table. Maybe other resources, machines for manufacturing, their network, blood sweat and tears, or whatever has a determinable value. Of course you need to figure out if what they're bringing to the table is of equal or more value to the money you're bringing in. - What are the pitfalls of such an arrangement? Also depends on the details. Some are: -> Giving the partner all the decision making power, "Trust is a terrible criteria for investment" -> There's always the risk of the company failing of course. -> If you don't draft specific contracts on what you're getting for your investment chances are you'll be getting very little I would suggest reading up/researching on investing into businesses (or start-ups), there are established procedures and contracts that are often used when investing.

It sound to me that you will not be there for a long time. If the owner is not giving you any rights it is a clear sign.. Look like he/she needed a helping hand and that's what you did.. 1- This is not a fruitful relationship between you two and he is not committed to you.. You drove his business and now he is benefiting from your presence.. Collect your money and get out. Do the same thing by yourself and shift your customers to you.. OR.... 2- Set monthly targets to cash out. Say... if you reach 100K/monthly take 25% and if you reach 300K/m take 35% of the incremental in revenue on top of your 25%, sign an consultant contract, get your money on time and leave.. Change your approach and don't get caught up in company equity and shares etc... . if owner is dragging don't drag along with him. Act quick...

Before we dive into the equity,salary and such. Motivation and retention begins with the CEO. Ask yourself what is the culture of the company? If you don't know anything about culture then start with the basics: 1. Do you value employee opinions? Do you ask for others opinions? 2. Do you encourage people to listen to employee problems? Do you listen to what other people have to say? 3. Do you encourage others to come up with ideas and suggestion? 4. Can you sell your dream? 5. Can you build consensus? 6. Hire people for their strengths and fix their weaknesses 7. Don't assume shit, always ask 8. Treat your interns like employees and mentor them 9. Have a clear vision and be able to articulate it 10. Can you admit when you are wrong? VERY IMPORTANT So if you have a strong company culture this will help with new hires, motivate, and retain talent. The frosting on the cake is free food/snacks, happy hours, company paid healthcare benefits, etc.