A: Most of the clients I have represented as SaaS developers did their own distribution, maintenance and marketing. The situation you are talking about would be a Software Licensing and Distribution Agreement with a third party. You would maintian all the intellectual property rights to your software and then work out the details of the contract with a third party. It would be important to clarify the specifics and not get your self locked in with this third party in case they sat on your software and did little to promotoe it or maximize revenues. Some of the things the agreement would need to set out are geographic territory (or be worldwide), confidentiality and non-compete language, milestones they would need to achieve to maintain an exclusive relationship, if that's what you agree upon, royalties or commissions, marketing minimums, and liability terms. The forest step would be to have a confidentiality agreement with whatever third party you have communications with so you protect any information you deem as "confidential" but which you need to discuss with them to see if they are the right fit for your needs. https://www.josephblarocco.com/startup-confidentiality-agreements.htmlSecond step would be a termsheet or letter of intent to make sure both parties are in agreement on the major terms, and the then f third step would be the drafting of the Software Licensing and Distribution Agreement.
A: A joint venture, unlike a partnership, is not considered a seprate legal entity for tax purposes and does not require a seprate tax ID number. A Joint Venture Agreement, is kind of like an LLC operating Agreement entered into by two or more persons and treated as a partnership. The Joint Venture Agreement, like the operating agreement of an LLC, is the document that should explain the purpose of the joint venture and cover situations like confidentiality, non-disclosure, non-solicitation, non-competition, fiduciary duties, if any, and the exit strategy, to name a few. The exit strategy could be dissolution of the joint venture, buyout by one or more of the parties to the joint venture, or sale to a third party. When I represent on of the parties to the joint venutre I usually start with a term sheet and go over all these items and get feed back from the parties before starting to draft the Joint Venture Agreement.
https://www.josephblarocco.com/joint-venture-agreement.html
A: Generally speaking non-competes are not enforceable in California against employees or independent contractors. The situation may be different depending on all the facts if you were an equity owner or partner in the company. Also, when a business is sold, a reasonable non-compete is enforceable against the former owner(s) since they were paid as part of the purchase price for non-competition representations. California has long had a public policy against non-compete clauses against employees and independent contractors since it affects their ability to earn a living. I am not sure what information you have about them "coming after other employees". Note: I don't have all the facts, and this answer is for informational and research purposes only.
