Software Contributions to a LLC Partnership

I have a 33.33% stake in an LLC partnership, which was made with cash contributions. I have since developed software with an associate who is not part of the company that we would like to sell as software from the LLC Partnership. I understand from speaking with an IP Lawyer that since my associate and I developed the software, we are the owners of the code.

What are our options for an agreement between my associate and I and the LLC Partnership to lease or sell the software to the company? The LLC is a startup so the funds do not exist to sell the software, so we were thinking of setting up some form of rental/lease agreement. We are not looking to change the ownership of the LLC, but I want to assure that my associate and I receive a fair deal for the software we are bringing to the company.

Is this a good idea and what are some other options?

Software LLC Partnership Intellectual Property

asked Feb 26 '13 at 08:31

Frank
16 points

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How about royalties on sales? – Littleadv 11 years ago

2 Answers

You should probably talk to a lawyer to decide what's the best way to do this, but I think you are looking at licensing software to the company.

answered Feb 27 '13 at 07:10

Veronica
829 points

Unless you are prohibited from selling or licensing your software to others I would first consider deals with other parties. Unless the LLC has unique marketing and strategic partners that can assist you down the road.

Capabilities in mktg the software are critical..make your decision wisely....

answered Feb 28 '13 at 13:44

Ed Pratesi
41 points

My partners in the LLC have relationships that will help sell the software much better than I'd be able to right now. They are more traditional marketers than I am. I know they'd like me to contribute it to the LLC, but that's not fair to the person who helped me develop the software. As for other companies, there is a non-compete that I signed as part of the LLC that may limit my options. That's why I'm thinking some form of licensing/royalties arrangement with the LLC might be the best bet so we still own the software, but have people helping us sell it. Unless someone has a better idea? – Frank 11 years ago