A client has agreed to enter into a joint venture where we would customize our software to their requirements. They would use the new software for automating their business initially and have agreed to bring in new customers.
We want to setup an agreement where they pay a customization fee and each party own 50% of the newco. We also want to hold client accountable for bringing in new customers. If they fail we would like to split and be able to assume rights to customize and sell the JV product without any share to the client.
What you are looking to do is possible but would need careful consideration of issues associated with ownership of intellectual property, access to technical data like source code, confidentiality requirements that would survive the joint venture if it does not work out. It is not possible to provide proper advise for all the pieces that need to be evaluated and carefully handled in the agreement without proper understanding of the software involved and the specific goals of the parties. You would also need to come up with some metrics to measure the acceptable level of performance from both the parties to avoid the blame game and competing claims if the venture is not successful. I would advise contacting a business lawyer who can help you analyze the various issues and pitfalls as well as draft an agreement for you to protect your interests that allows you to do what you would like to attain with the joint venture.
The response is solely based upon the limited set of facts presented in the question. I make no representations of accuracy or correctness of this opinion. It will require detailed evaluation of the facts underlying your question as well as analysis and applicability of relevant laws before a proper advise can be given. Please do not rely on this opinion when planning your next steps except to the extent of consulting an attorney with expertise in the area of your legal need.
I am not sure what your question is. If you are asking if this sort of agreement is possible, yes, it is possible. You need to find a good business transactional attorney who can draft the necessary agreement for you.
Our Rating is calculated using information the lawyer has included on their profile in addition to the information we collect from state bar associations and other organizations that license legal professionals. Attorneys who claim their profiles and provide Avvo with more information tend to have a higher rating than those who do not.What determines Avvo Rating?Experience & background
Years licensed, work experience, educationLegal community recognition
Peer endorsements, associations, awardsLegal thought leadership
Publications, speaking engagementsDiscipline