I'm a computer science student and have had an idea for a website for a while. Up until now, I haven't told anyone about it(even my family and girlfriend). Anyways, I decided to tell a friend of mine and his brother and we started working on it last week.
I was originally planning to have them sign an agreement reserving the idea as mine and all that good stuff that I'm sure happens all the time in start ups. I have three main questions:
Thanks in advance,
Your making a fairly common mistake by putting significant value in an idea. Ideas are basically worthless, its the implementation that has value. A much higher risk to your budding business is your lack of trust towards your partner. Just trust them.
While I agree that it is important to trust, this does not negate the value of having some sort of written agreement. Having everything clearly laid out and everyone fully understanding the situation will in fact promote trust and minimize the possibility of misunderstandings down the road. I am not saying you need a 5,000 page document, what I am suggesting is something clear and simple that is easily understandable by a common person.
So if it is to be your company, say so. If they are to get a percentage, spell out exactly what they are to get and under what terms. For example do they get that percentage now or do they earn it over time?
Now you are not the first startup, and thousands, if not millions, of such agreements have been written before. The best person to help you draft a good agreement would be a lawyer who has experience with startups. Look around, do you have a friend or a cousin who is a lawyer? If not, still look around. Perhaps you can find one who will help you get started at little or no cost.
Nondisclosure agreements are governed by state law. Generic forms certainly exist, but to know whether a given form is enforceable in your state or takes advantage of all the protections available you need to consult an attorney licensed in your state.
The status of your start-up is also determined according to state law. The choice of entity can affect tax treatment and individual liability, among others. It is possible that you have already entered into a partnership agreement with your friend and his brother, but it should be possible to change it or refine your partnership agreement.
So since you are "working" on the idea, you might want to consider forming your company. When you form your company you will have all the IP assigned to the company and each member of the company will sign a confidentiality agreement with the company. It is hard to enforce confidentiality provisions outside of this context.
Now, you may not be here yet, and are seeing if you can work together - that is the most important part of this process. If you do not trust these people enough that you cannot trust them with an "idea" then perhaps they are not idea co-founders.