View Full Version : Legal Question

02-03-2009, 08:13 PM

New Member and need some advice.

I am from the UK and have known an online friend for 18 months. I have come up with an idea for a website, and the pair of us have started coding. The website in question has the potential to make a fair bit of cash.

At the moment I am coding all the backend grunt of the website in php and he is coding the front end.

My Friend is from Belgium, but the question is, how can we legally go into partnership with each to protect each other. The last thing I want to do is upload the backend or him give me the front end and we run off with each others work. Whilst we dont think this is a reality, I need to put something in place to seal the deal and have this site in both our names from a coding and income perpsective.

Any ideas where to start without getting expesive lawyers involved?

In a nutshell, we need to be business partners, coding partners and protect our code.



02-03-2009, 08:54 PM
I'm in the U.S., and based on what I know about intellectual property laws as they relate to offshoring activities, you'll probably want to get an attorney involved. I wish I had more specific information for you. For my clients that use offshoring, I encourage them to choose a partner that has a presence in the U.S. so that U.S law has (some) jurisdiction over the relationship.

02-03-2009, 10:37 PM
I don't believe your nationality prevents you from being a legal business partner in another nation...you will need to file the proper papers and again not from the UK but a lawyer is the best way to go.

02-03-2009, 11:41 PM
Another suggestion (in addition to the lawyer) would be to look into "code escrow" accounts.


They're designed to protect all contributors to a project to have equal access.

Just a thought.

02-05-2009, 01:10 PM
A few things to keep in mind....

Agreements can contain any number of parameters and constraints. You can make an agreement mean or say anything you want.

BUT, the caveat is weather those requirements or constraints are enforceable in each members home jurisdiction. What flies in one country may not in another.

You can structure from the start the relative jurisdiction of the laws governing the contract.

I would focus on a couple important areas:

The contract need to be valid in both legal jurisdictions of the members signed to the agreement.

You need to make sure that in the event of a default of the agreement by the other party you have recourse....in the form of forcing the other party using the other party's laws in their jurisdiction to "specific performance" meaning you can force them to come to your jurisdiction to face the court, or you can at least pull them into a court of law in their jurisdiction.

If you can meet the above basic requirements, all that's left is making sure the specifics of the agreement meet both your needs.

I think you will find, to do this properly, will require a lawyer / solicitor in each jurisdiction and they will need to communicate with each other to formulate an agreement that is valid in both jurisdictions.

02-05-2009, 09:53 PM
Any ideas where to start without getting expesive lawyers involved?

In business terms this notion, of lawyers being too expensive, really is a myth. Buying supermarket food on the cheap may be one thing but, cutting legal costs is a whole different risk.

The question should be, do you want good advice and a sound business contract, to protect you and your partner's property? Do you want a cheap lawyer who will do what you want, until you need to rely on his contract - only to find it is useless.

If you place any commercial value on your product you want expert legal advice to protect it. Therefore, you HAVE to pay somehow, sometime.

There's no point going to any ol' lawyer to explain the juridictional implications and issues, if he hasn't got a clue how to draw up an effective watertight agreement. And for an effective agreement, I would suggest you need an expert corporate lawyer, of very high repute, who specialises in your field.

You are more likely to find one amongst them who will support you with a range of advice that you never thought of asking about. He/She, will keep you protected throughout your business transactions. That is one reason why a good lawyer is considered by some to be expensive. They watch your back, even when you don't know there is a threat to it and in some instances, they will have the issue dealt with (almost) before you know about it. (This could mean the difference between your business staying up or going down).

Many of them will charge you less at the beginning, because they want you to become bigger at which point, they can charge more - to make up for the lower start up fees they will have charged you. This is usually why they have large 'rack rates' (like hotels do). but they (the good ones), are flexible with their clients needs.


08-22-2009, 09:05 AM
I think it depends on the complex of the database,if the works is complex and genuine your option is trough an international lawyer but if the coding is simple and has already there at market I don't think that is necessary,I think personal agreement is enough

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08-22-2009, 05:55 PM
Also go to http://www.businesslink.gov.uk/

This is government funded and it not only has loads of advice about setting up your own business etc. It also provides links to local networks who can possibly assist and support you.

All the advice I have had is that you might be able to lose your accountant once he/ she has set you up but make sure you have a lawyer - cos when you need one you need one NOW.

Sounds like you need one.

Maybe try local businesslink contacts for recommendations.

Best of luck. Sue

08-22-2009, 06:31 PM
Also go to http://www.businesslink.gov.uk/

...you might be able to lose your accountant once he/ she has set you up but make sure you have a lawyer - cos when you need one you need one NOW.

excellent advice, I think.

You can establish an arrangement with your lawyer, where you pay a retainer. This ensures that they are there for you when you need them and that they will not have been able to be poached by the 'other side'.

If they are a good enough lawyer - by that I mean if they are at the top of the game - they will be in demand and any person who is for the time being your adversary; will gain a significant strategic advantage if they poach your legal expert.