legal, equity, partnership, ownership, texasI am interested in the legal ramifications of setting up a partnership (not necessarily to mean any specific legal structure, e.g., a Texas LLC would be fine, too) between me, a software entrepreneur, and someone who’s in another business of their own with whom I’d like to partner, for example, a single state-licensed agent of some sort, who will be providing certain limited and opaque services to our joint customers for some joint revenue generation.
As the licensed agent ain’t going to be giving away their main line of business to me, nor might they be interested in expanding beyond the geographic areas they are currently licensed for and/or do business in, I would like to ensure that our “partnership” does not end up me giving away my software engineering expertise and the code for unlimited and exclusive worldwide use. Basically, as I’m the one taking the risk developing this on my own dime, I would like to write some code, and be the sole owner of such code for unhindered future expansion, and license it to our partnership on a non-exclusive basis (for example, with the partnership having an exclusive right over only a certain geographic area, where the said agent is either licensed or actually does business in). And, writing this question, I also realised that the same has to be said about the business plan as well.
How would I ensure I don’t give away my full rights to my own code (and the business plan) in such an arrangement? (E.g., to make sure I don’t have to ask anyone about re-using my code (separate or together with the business plan) for any future expansion.) Do I have to incorporate, and have my corporation own a certain percentage of the partnership, instead of me owning anything directly?
Ideally, if things go very well, I’d like to have full and exclusive rights to partner with any other licensed agents of this sort, in areas where my original partner doesn’t do business in. (I envision that such future partnerships would likely be under a different structure, e.g., without such partners owning any part of my business, unlike the original partner that would likely have a more guaranteed participation in the project, limited to the areas of their licence.)
Is the idea of having some sort of a joint partnership legal structure wrong to begin with? (I briefly mentioned my original idea for a startup to one of the local licensed agents I potentially want to “partner” with, and they suggested that they would likely want to have a “partnership” for such cooperation, offering to provide certain extra insights on the business they’re in, potentially having to do with the licensed aspect of it as well.)
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