I've been reading many posts here relating to what I am thinking of doing and finding good information, but I'm still stuck on how to bring up a discussion with a a possible partner, and how to move forward with contracts, amicable IP protection and long term reward.

A little back story: the person I intend to bring on is a friend and past work colleague that I have personally worked on critical projects with. I am very comfortable with his abilities, communication, reliability, etc. In our past working experience, he was the one in a nice coding gig, and I entered the scene later with his help and recommendation from other leaders. We worked together several years, then he moved on and I took ownership of the project. During our time together we worked with web technologies, all things database, server administration (including fail-over, disaster recovery, replication etc.). We where two guys handling a critical system and we worked well together.

Skip ahead several years later: We now both have moved on and are in entirely different lines of work, but we've both still pursued our programming interests with hobby projects and side work, and still remain casual friends that can count on each other when one needs help.

By myself, I am developing an MMO browser game. Aside from the code I have completed, I've created a considerable amount of design documentation covering everything I can think of, along with monetization strategy over the past year while coding the initial framework. So I have a good reference to what I am up against and how I could split tasks and delegate as/if developers come aboard.

As one could imagine, I have a serious personal interest in this endeavor, and I want to protect 100% interest until such time as another person has contributed enough or has influenced enough change that is no longer 100% my interest, then proceed accordingly.

Getting back to this friend and possible future colleague: We talk every couple of months, and I've told him quite a bit about my project in the last few months. He has a genuine interest and really wants to get involved. I am all for that; I probably couldn't ask for a better partner, if a partner is what I want. It is understood that there is no compensation until the project actually generates money, if it ever does.

TL;DR I don't want my work pulled out form under me and forked over to something different but similar, without at least some ability to fight for it. I also intend to keep a principal roll so that I can oversee the general direction of the project.

Concerns:

NDAs, collaboration agreements, non-disclosures and the like. The only problem with these documents is that the friend has a lawyer as a very close relative. So these documents would be prepared by said relative, and most likely lean towards my friend's favor. Using any other lawyer would certainly plant some sour seeds.

My second concern involves a recent conversation where my friend suggested "I give him a copy of the code so he can try to break it". I know where this comes from; I'm using some different tools to develop this game which he hasn't used muchof and needs to get up to speed. I just don't want any copies of my code outside of the controlled location. Period. With agreements stating such, and all change log and commit rules followed. To me, this isn't a casual affair. I would prefer meeting, discussion, going over the code in person and delegating some items for him to work on until speed is reached.

I'm concerned that if things aren't discussed and setup correctly, I might risk losing my invested work, or more importantly, a friendship. I know most of the code I have written so far isn't worth a salt aside from some game specific things, as something similar most likely has been done already several times over. My documentation on the other hand is a bit more precious, since it lays out scope, features, business plan, areas of concern, problem mitigation, technologies to use, etc, etc.

I'm looking for ideas to proceed, or decide if I should just leave my friend out and contract unrelated folks from time-to-time as the need arises. Other people I've brought this up to, who aren't necessarily business minded or as selfish as I am, think I'm nuts and should just open everything up on a friendly basis. The person in question is generally kind hearted, but I feel with effort invested over a long period of time, some amount of foundation should be built at the beginning that guarantees everyone is treated well, and no one gets screwed in the event that money entered the picture.

Edit: Spelling.

You talk to a lawyer and discuss options either to incorporate on your own with or without shares to your partner, or options for collaboration with joint ownership.

Business lawyers are relatively inexpensive, around $150-$200 per hour. If you are serious about turning your idea into a profitable product in the marketplace, lawyer fees to set up the business are a tiny drop in the big financial bucket.

I've been both ways and it's a tough question to ask:

or decide if I should just leave my friend out and contract unrelated folks from time-to-time as the need arises

On the one hand, if getting the game through the door is what matters most, hiring freelancers from time to time allows you to get "things done the right way" very quickly without the tribulations of legal matters and keeping up with someone else's approach to the project. This approach, however (at least in my personal experience) works better on small scale projects where the price of someone "dropping out" is not as direly felt.

I've worked on a variety of hobby projects where I would just hire the extra help for multiplayer development (or artists). In general, it worked well because I had a very narrow and strict understanding of what had to be done and knew what to expect, and never delegated such a large portion of the project that I felt that return quality could be an issue.

What you're up against however is an altogether different beast:

A MMO is a daunting task based on scope alone. It is good that you've already laid the groundwork (documentation, chosen technologies, business plan) but its very hard to pin somebody in that big project without giving them a sizeable amount of control over the end-product (whether you like it or not). In my experience, when you give a lot of control to someone over your project, you should also consider equity, so that they feel involved, not hired. This allows you to shift your expectations from "I'll need to follow his progress from up-close" to "I trust that he is as professional as me and won't drop the ball because he is committed to the success of this project".

In your case, I will assume that money is not object (if you wanted to hire freelancers to get the job done, and have the money to do it, it remains a valid option).

I would bring your friend over assuming the following:

- The Business-side of the project will only grow bigger as the project advanced. Business Plan, legal concerns, Money, etc. Having someone focusing on the project while another focuses on business will be critical and will save you a lot of time, possibly avoiding a stall. If you only get 1-2 hours a day to work on this, better it be not 1-2 hours of stagnation (bills, emails, doc, etc). Some dev needs to get done afterall!

- You trust him.

- You believe he has broadly the same vision in mind.

- You believe you can sort out a conflict in which you and him disagree on a fundamental feature in such a way that neither of you wishes to drop/abandon the project (and that does mean you may have to change something critical to how you envision the project against your will (I've been there!)).

Even then, I would advise officially registering this partnership. Split stakes but not equity (insure that if the partnership ends, one of your can still freely continue this project without having to get a written consent, and insure that this person is known (he who has equity)).

For the rest, it seems you have thought a lot of this stuff out, so I'm really looking forward to a game getting done!

Thanks for the replies!

The more I think about this in terms work to be done, I should really just let it out in a friendly manner, see where it goes and avoid any selfish child syndrome. I'm going to need people involved who enjoy the process. Even though I've done a lot already, it really is next to nothing in the overall. I'm more interested in making the lower level mechanics very functional for the near term, which I know we can both agree on. Much of what I have laid out is very well subject to change over time.

A friendly, agreed upon collaboration contract with equity and stake you mention may be sufficient. Part of the reason I consider this person is for valued input and problem solving ability. If things begin so rigid, it will most likely never really start.

Money is very much an object, but money will be mostly for art and higher level components that will be acted on at a later time, once there is a reasonable working proof of concept. I'm not ignoring the likelihood of failure. And if the partnerships ends, it will most likely be a mutual realization that the project wasn't viable - which is perfectly fine.

Thank you again for your input!

I think this is the thread Tom Sloper mentioned in the post above mine.

Friendships are worth more than money, but can sour quickly when money is involved. Is the benefits of having someone you know work on it, greater than the risks of having that person harbor bitterness towards you when money starts coming in?

On my own project, I've had one friend help out, and have some siblings willing to contribute additional work in various areas when I'm ready for them. Everyone knows it's my project, and nobody thinks they are getting a cut from it. They know this, first because they are very intelligent and reasonable people, but second, because their contributions are limited and contained, whereas they see me working day in and out for multiple years on the project. There's no delusion about shared ownership.

Personally, I don't like the idea of a "partner" at all. I want absolute control of my own project. I'm fine accepting limited help from people I trust, and I'm fine hiring contractors when I can afford it. I'm not fine doing game-design by committee. No matter how much I may think I'm on "the same page" as someone else, you can never be entirely on the same page. Just for fun with an artist friend, we once discussed a game design concept together for several hours. At the end of several hours of excited fellowshipping and discussion, we suddenly realized we were picturing entirely different games - for starters, I was thinking of a tile-based 2D overhead view focusing on world-exploration and exploring animal abuse and slavery, and she was thinking of a sidescrolling game with friendly pokemon-like animals that you befriend and train and exploring the fellowship and bond between humans and animals. So that'd be a "no" on the animal abuse, I guess.

We can definitely reconcile our ideas, and intend to sometime after my current project. My point is though, that even when you think you are on the same page, unless you can read each other's minds perfectly, you're likely not. Further, someone needs to be in absolute control of the final design, otherwise you'll compromise on the design to work together, which means the design won't be as cohesive and "whole". The final game might feel as if the design itself has been compromised on, which it has!

Are you making the game for profit or for fun? If for fun, partner up! If for profit, then it's a business, and businesses can't be ran as smoothly with two CEOs. Own it, control it.

A friendly, agreed upon collaboration contract with equity and stake you mention may be sufficient.

Please note that I said only one of you should have equity (assuming the brand is important).

The thread referenced by Tom (and linked by Servant) is a good place to start indeed.

I think you had the right instinct to approach this as a business decision. I've personally set a rule to myself to never enter business ventures with friends. Projects I work on with friends I do not intend on pushing further: the endgame is the time spent doing something together. If I feel like the project has market value, or needs to get made for portfolio reasons, I will hire freelancers, or partner up with a "stranger", that is, someone that I know, but wouldn't mind losing as a result of a bad fallout.

It sounds harsh, but business is harsh, and people can become quite different when money, IP and effort is on the line...

(Without intending to derail the thread, and assuming everyone can be a grown-up about this, a good example of this would be Phil Fish and his former business partner; anyone that has followed up that story knows how a bad breakup can turn out).