I have software developed for which I own all IP rights. I have an offer to start a new co (UK Based) with a few others. The new co will be equal shareholding and I have agreed to bring the software into the new co for its use.
I have two requirements:
My two approaches so for were 1. to do nothing and not document ownership. 2. Provide a 99 year non-exclusive license to new-co.
I would really appreciate guidance on the best road forward. The proposal is acceptable to those concerned its the mechanism that is up for debate.
The non-exclusive license is far better than not documenting ownership.
Not documenting ownership puts everything into question going forward. On the one hand, people could claim you are working for the new company, so all the software is 'work for hire' and/or you 'gave' the software to the company so the company owns it all. On the other hand, you could claim the software is yours and take it away from the company. All sorts of worst case scenarios open up when things aren't documented.
When you actually document what is intended, that limits the scope of the argument. Everyone knows what is agreed to. The company has full rights to its software and can't lose it if you get pissed off and leave. You have the right to use your software elsewhere if you are fired.
So yes, go for the non-exclusive license. As far as I know (I am not a lawyer) you can do a 'perpetual' license, rather than the artificial 99 years. You would normally put language in saying the company can modify the software. And you and the company would need to agree about ownership of work you do while being paid by the company.