IP basics when building with strangers

Intellectual property is the topic nobody wants to discuss at the start of a project and everyone regrets not having discussed at the end. The good news is you don't need a 40-page contract to be protected: a short document in plain language covers 95% of the cases.

What the minimum agreement covers

1. What each person brings from before. If Ana arrives with code from a previous project, that code stays hers. Listing it prevents future fights.
2. What gets produced during the project. Code, design, copy and brand created while collaborating belong to the project (not to individuals), unless explicitly excepted.
3. What happens if someone leaves. They can step out, but what they contributed during their time stays in the project. They can't "take" shared work.
4. What happens if the project shuts down. If it ends without launching, each person can reuse the parts they produced in other projects.

That's it. Four points. One page.

Why not do it "later"

Because the conversation changes once the project has value. Discussing it at the start, when nobody knows if it'll work, is a calm conversation. Discussing it once there's traction, an interested investor, or an acquisition offer, almost always turns toxic.

Writing it at the start isn't distrust — it's proof that you trust each other enough to set rules in writing before you need them.

Common mistakes

• "We're friends, we don't need this." Half the IP disputes in small projects happen between friends. The agreement protects the friendship, not threatens it.
• Copying a complex contract off the internet. Most are for already-incorporated companies; they don't fit a 3-person team without revenue.
• Relying on what was said. Memories of a meeting 8 months ago never match across the people who were there. Never.

When you do need to go more pro

• Outside money is coming in (investment, grant, loan).
• You have paying users and the project is a legal entity.
• Someone is quitting their main job to go full time.
• There's a registered trademark or patent involved.

In those cases, a lawyer experienced in early-stage startups is worth what they cost. Before that, the plain-language DIY agreement works.

A 10-line template

This project is jointly built by: [names].
Prior contributions by each person: [list or "none"].
Everything created during the project belongs to the project.
If someone leaves, they leave the contributed work behind.
If the project closes before launch, each person can reuse
what they produced.
Revenue split is defined in a separate agreement.
This document may be updated by unanimous agreement.
Signed: [names and date].

Simple. Sufficient. And the day it stops being sufficient, it already paid off.