Ask HN: What do I tell my co-founder when he asks access to the source code?

https://news.ycombinator.com/item?id=5818436

by dudeofjude • 13 years ago

8 33 13 years ago

news.ycombinator.com

I have a bootstrapped startup. A co-founder has joined me recently, he is a front end guy, and inclined on learning the backend stuff.

I have put in 6 months of effort building the entire codebase and business. He keeps asking me access to the source code?

If I give access to it, I fear I might loose all that which I have created. If things are good, as of now, everything might work well, but in case of disagreement, I can't go to his laptop/dropbox/drive and delete all the codebase.

OTOH If I put a blatant no on his face, he might feel bad, and get a feeling that I do not trust him.

What shall I do in this situation?

Since the business has not picked up, all the worth that my startup has is the source code. Once I get customers, they will be my worth. So how do I go about it?

philipDS• 13 years ago

Since he is your co-founder (and you accepted him as such), shouldn't you trust him with the source code? Since he is also a front-end developer, shouldn't he already have access to the code base? :)

If you can't trust your co-founder with the code base, then I wouldn't even think of co-founding the business with him. Maybe you should re-evaluate that first.

dudeofjude5• 13 years ago

I can't go on trusting someone straightaway. He is a front end guy, but heavily investing time in learning python and sys admin stuff.

He appears genuine to me, but still, one should be cautious and keep in mind and think for future, if something goes wrong, precautionary measures should be in place.

It will take some more time, and some sort of litmus test to validate if he is trustworthy. All that glitters is not gold, right?

sidcool2• 13 years ago

I second your opinion.

dudeofjude5• 13 years ago

So what do you suggest?

matthewking• 13 years ago

Sounds like you may benefit from an NDA with a non-compete clause. These will give you a contract stating that your co-founder will keep your code secret and not use it to compete against you if the relationship turns sour in the future.

Links for reference: http://en.wikipedia.org/wiki/Non-disclosure_agreement http://en.wikipedia.org/wiki/Non-compete_clause

adam-_-• 13 years ago

Why would you have a co-founder onboard whom you didn't trust with your codebase?

It sounds like you either don't want a co-founder and just need a front-end contractor or you need embrace him/her as a co-founder and share your codebase.

Eifrig• 13 years ago

I agree and would add front end guys and source code don't mix well anyway! Or is your front end guy called Bill?

dudeofjude5• 13 years ago

Running it alone is pain, I can do things on my own, but that model does not scale. It takes too long. Besides I can't be expert at everything. So I need to add people with complementary skillsets.

I make sure people gel well with me, but you can't give everything you got to a new comer, no matter how genuine he appears, right?

Spoom• 13 years ago

You haven't got a co-founder then, you've got an employee.

nakkiel• 13 years ago

Why don't you openly discuss the issue with him? As your co-founder he deserves your trust and you deserve his understanding. Chances are he actually reads HN.

dudeofjude5• 13 years ago

Don't worry, there are several permutations and combinations in the world.

gyardley2• 13 years ago

You tell him 'here's how you access the source code.' After all, it's his company too.

You shouldn't have found a cofounder if you're not willing to do this.

dudeofjude5• 13 years ago

What if he tells me the next week - "my dear friend, I have some other priorities in life, I won't be able to focus on building the startup anymore??"

And 3 months down the line I later realize, some friend of his, is running a similar startup??

ProblemFactory2• 13 years ago

Such things do happen, but rarely. The only way to really "protect" yourself is to be the most useful possible co-founder yourself.

In any case, having access to your source code will not be an advantage in competing. Building new products is hard because you are at the time also figuring out and changing what to build.

If your idea is any good and has proven moderately successful, there will be competitors. Competitors who are not your co-founder and have never spoken to either of you, but just see your product and decide that it would be cool to have it in their city, country or business niche. And they will spend only 1/10 of your efforts on development and end up with a more maintainable codebase, because they have an example of what to build right from the start.

gyardley2• 13 years ago

What if you were tell him the same thing?

Why on earth is he to trust you, but not vice versa?

You two are now equals and peers and it's time for you to start acting like it. If that's unacceptable to you then you never should have put yourself into this situation - a cofounder is not an employee.

jlengrand• 13 years ago

And what if he decides to keep going, to realize a few weeks later that you reused the very same source code to help building a company's friend? I mean, everything goes both ways. Don't expect to be trusted if you can't trust

iends2• 13 years ago

This is why you have contracts and lawyers.

ProblemFactory2• 13 years ago

Other people have already commented on the trust and business issues. But regarding:

> Since the business has not picked up, all the worth that my startup has is the source code.

I believe this worth is zero. Unless you have built a solution to a cutting-edge, patentable Computer Science problem (for example a face recognition algorithm that beats all competition), the source code itself has no value.

General web/mobile/desktop app source code is too specific for the particular purpose to be useful for other apps - and a competent team could rewrite the common parts faster than it takes to understand and adjust existing code. You will not find anyone willing to pay for the source code unless you are also selling patents, the team or user base along with it.

mugsie• 13 years ago

I will say, that in some countries NDA/Non Competes can be problematic to enforce. TBH If you can't trust him with source, I would not have him as a Co-Founder

dirktheman• 13 years ago

So you found someone who's willing to do a lot of work with you? Without a guaranteed pay? And he has invested a lot of time learning backend stuff so he can actually help you building and scaling your business? Awesome!

A co-founder is not just some random person with complementing skills. It's more like a marriage. And while marriages often start out good and, yes, can turn bad, it's quite unusual to not trust your newlywed wife with the keys to the cupboard.

I'm not trying to be negative here, but it seems that you're afraid your co-founder is learning too much about backend development, so he can steal your codebase and his front-end design, and steal your entire business and become an instant millionaire. Or he could actually be genuine, and willing to take the risk and reward together with you. Out of these two, which option seems more likely to you?

You say it yourself: you have no customers yet. You can't just steal a codebase and copy/paste an entire business to success. Per your words: 'once I get customers'. You don't have customers yet, ergo you have nothing. Stealing your codebase wouldn't make any difference.

You have to ask yourself if this person is really the person you want to start a company with, and work closely with for years to come. If he is: give him access. If he isn't: do both of you a favor and part ways. Nothing good will come out of this if you make him earn your trust whilst being co-founder at the same time.

mattwritescode• 13 years ago

If you dont trust him he shouldnt be your co-founder. Else you have trust issues. What would you do when you employ your first developer?

andridk• 13 years ago

If you are concerned with what happens to your code if the business doesn't work out. Then you might be able to put it in writing that if you split up (within a reasonable amount of time), then code copyright falls to you. He might have the same feelings, in regards of frontend and graphics. Think of it as a prenup to your business-wedding.

orangethirty• 13 years ago

You have to learn to let go. People will do what they will do with or without your consent. Do your cofounder a favor and fire him/her.

sharemywin• 13 years ago

Put together a contract that if things go south you keep the source code.

lennel• 13 years ago

its called a shareholders agreement.

codegeek• 13 years ago

I feel sorry for your co-founder if just going by your post. Are you seriously asking this question ? If your co-founder is any good, give him access to the source code asap and move on with building the business. You are worrying about the wrong stuff.

"Once I get customers, they will be my worth"

Sure and what about your co-founder ?

"but in case of disagreement, I can't go to his laptop/dropbox/drive and delete all the codebase."

No you don't want to do that. Do we need to tell you why ?

webdisrupt• 13 years ago

Partnership is always about trust....if you already have a trust issue with this person how do you plan on working with them in the future? You have 2 options:

1. Sort out your trust issues 2. Move separate ways by buying out the other guy

centdev• 13 years ago

Give him access if he's a co-founder. Just read-only access so he doesnt go breaking things.

sasnyde• 13 years ago

If you don't trust your co-founder enough to show him the source code then you have a bigger problem here. How are you going to start a company and go thru the ups and downs of startup life with somebody you don't trust?

FellowTraveler• 13 years ago

Get him under contract.

tyang• 13 years ago

Have him sign an IP transfer agreement.

Then:

Give him source code. Or get a co-founder you trust. Or go solo. Or close up and do something else.

Btw, your company is worth zero right now anyway, most likely. Go ahead and try to sell your company right now. Get a firm bid.

Ask HN: What do I tell my co-founder when he asks access to the source code?

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