It is hard enough to go through a corporate divorce when one or more partners are leaving your company. It is even harder when that partner threatens to take their IP with her. How do you avoid your business crushing and burning?
First of all, have an exit strategy before you enter into any business venture. Sure, you all love each other when you start a new company, and nothing can go wrong, you have been friends for years. Regardless, always, always, always have a partnership agreement. Your outside general counsel at East West General Counsel will prepare one for you and, as an added benefit, will walk you through potential scenarios you might not thought about. Think about it as a prenuptial agreement for your budding business venture. It never hurt anybody to have one handy, just in case.
If one of the partners brings intellectual property (IP) to the table (regardless of formal registration), you need an IP Assignment Agreement. Yes, your handy outside general counsel will prepare one for you as well. It is best to have the aforementioned IP to be assigned to your new business entity. There may be full or partial payment for the IP.
It is also important to confirm that IP in question truly belongs to the person making the assignment. Make sure any issues with prior employers or partners have been addressed.