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I’d appreciate getting feedback from the community on how best to structure partnership agreements that takes into consideration some challenging issues.

I'm currently bootstrapping a SaaS venture and have invested eight months of full-time effort and tens of thousands of dollars. I know I will need to raise a seed round to launch commercially. In anticipation of that I've been working on developing a strong team and have found three potential partners who I’d like to move forward on partnership contracts with.

They all are sole wage earners for their families with full-time jobs and can’t join the venture full-time until they get paid a nearly market-rate salary. In our trail period working together it is clear they can provide good guidance, but not a lot of work. This will not change until we raise enough money to bring them on board, which could take 4-6 months.

How should I structure the agreement to deal with this indeterminate time period when they provide value, but won’t fit well into a stable option vesting schedule as a full-time employee? If I tell them they don’t get anything until we receive funding they may lose interest in the venture and without a team I’m dead in the water with investors. Your thoughts?

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2 Answers

Communicate!

Be transparent with your potential partners. Put everything on the table and have an open discussion about what everyone can bring and what they want out of the venture.

Don't assume what they may want or can give - and don't protect them from taking their own risks.

At the end of the day everyone needs to be happy with the way forward and being open and clear from the beginning. If you are open with them with what you are prepared to give and when and what you need in return then they can make a clear decision about how much risk they are prepared to take.

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Communication is not the issue. This is a technical question about the options for structuring equity vesting for partners until they are on board full-time. Thanks for your thoughts - they are correct, just not helpful to my question. – SaaS Entrepreneur Oct 11 '09 at 11:57

I fully agree with Ronnie be transparent in your communication. Another challenge you face with three potential partners is how much equity does each person get. How do you deal with if one person works 15 hours a week and another person works 5 hours a week?

I work on a product with another person we track hours and cost and that determines how much equity each person has in the product. The important part is have everything sorted out before hand and make sure that all people involved find it fair.

This is a very good blog entry that deals with some of the issues http://danieltenner.com/posts/0005-starting-up-with-a-friend.html

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John this is closer to what I was looking for, but you probably don't realize you maybe trampling some serious legal issues with your structure if you are not paying fed/state payroll taxes on the value of the equity you are using for compensation. If you use equity as payment for employees you need to be aware of 409A issues. Go talk to an accountant. – SaaS Entrepreneur Oct 11 '09 at 11:56
@SaasEntrepeneur - John's in Canada, different rules may apply. – Jeremy McGee Nov 23 '09 at 20:36

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