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

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.

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

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.

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.

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.

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.

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

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.

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?

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.

I actually feel this is a valid concern, but only when the person is not referred to as a 'cofounder'. Cofounders should be in at the ground floor together. It sounds like he should be employee #1 or an independent contractor if you don't trust or know him well enough to share everything.

So, assuming we're actually talking about employee #1, I think having some measures in place is a smart idea. Just like a prenuptial agreement before marriage. Sure, you may be 'in love' with this person now, but people change, things can get nasty, and it's good to have thought ahead instead of being completely blinded by love/trust.

I know most people are saying 'the codebase is worth nothing', but depending on the project this may not be the case. We all like to look at successful software products and say "Meh, I could clone that in a weekend, it's not about the code", but in reality there are probably hundreds of edge cases that we haven't thought about until we're actually building it ourselves. As well as that, polish takes time. UI/UX polish, refactoring code, simplifying how components interact with each other, iterating, etc.

If somebody wants to go compete with you by building the product themselves, then wish them luck, because they have no idea how many intricacies there are in most software products, and by the time (months or years in the future) that they figure them all out, you'll already be way ahead.

But if they can just copy and paste a folder and be in the exact same starting position as you, then the only advantages you have are non-technical - which you should of course also have, but don't underestimate the value of a good technical advantage as well.

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.

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

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 ?

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

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

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?

Get him under contract.

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.