There are two companies A, and B, that wish to establish company C.
A is a startup software company that gets 60% in C.
B is a profitable hardware company and gets 40% in C.
This allocation somehow reflects the the generation of initial idea and future R&D required in C.
The C is assumed to combine technology from both A, and B, and by doing so to generate very valuable product - more valuable that each A or B would reach independently. But neither A nor B wishes to sacrifice itself for C at this stage. Also, C will require a lot of additional R&D from both A, and B.
The technology fields of A and B are very different, so they do not compete and will not compete each other.
My question is how to create the IP agreement, so it would handle well the following:
1) To be as simple as possible.
2) To maximize motivation of both A, and B to invest their IP into C.
3) To keep A, and B working.
4) To allow for external key technology persons to join C.
5) To avoid IP conflicts in case of sale of C.
We really think that the idea of C has a great value, and don't want papers to prevent us from doing it.