Need advice on agreement protection, as hobby turns potentially into a business

[mikeinsc]

Hi everyone,

This is the first time that I have posted to this forum, as well as the first time that I have ever found myself in this situation.

So, let me begin. This is a bit long, so please bear with me.


I started an online music web blog/publication 4 years ago. It has been more of a hobby in which I have used voluntary labor to write music related articles, album reviews, post videos and pictures, etc. In fact, up to this point, all efforts have been a hobby with no income being generated from this venture. I has been for the love of what we have been doing. We are rather popular in our area and have around 2000 Facebook Likes as well as around 5000 hits a month.

I have a full-time job, which has fortunately allowed me to operate this online hobby without breaking the bank. However, my main employment has begun to consume most of my time more lately, which has not given me time to stay on top of the day to day duties and operation.

Late this past Fall, I could either fold the site, or see if someone else could maintain and run the project. I offered one of my primary Senior writers to take over the primary operation of the publication, and she jumped at the chance. She has the time and the passion to pick up where I left off. I would still be the Founder, yet, she would become the Director.

This now puts us into the position of taking it to the next level, which means more viewership and a hopeful revenue stream. This was something I was never able to implement due to lack of time and planning.

This also puts us into the point where she and I would create an agreement between ourselves, create an LLC, as well as develop a business plan. We have also brought onboard an advisory team of fellow likeminded folks who wish to see us continue. However, they currently do not have any teeth into what we are doing, other than to just advise us.

She would like to split the agreement so that she is 70 and I am 30, in net profits on any future returns. My thoughts are that I would make it 50/50, until I recoup past costs (web hosting and some unsold merchandise) from starting the venture. We could then move it to a 70/30 split. Further, I would want to retain equal share in voting privileges. Lastly, I would solely retain the name and branding ownership.

Am I on the right path in protecting myself on something that I laid out and founded? I do have a relative that is a lawyer in this state that most likely can assist with the agreement. I just want to know if what I am stating seems to be fair and if I might be missing some of the main components. Again, I am sure I am. I just would like to get a consensus from some folks as to what they would do in this scenario before I go and speak with my relative about the agreement.

Thanks everyone!

[Fulcrum]

Are you actually generating revenue?
If so, how and from where?
If not, how will you be generating revenue?
Why should an employee, even if a director, get 70% of the profit?

I get that you want to keep this going, but if you're not bringing in any money now it doesn't make any sense to hire someone to keep it going.

[turboguy]

To me if she is doing the work and you are retaining ownership the 70/30 split sounds fair. The 50-50 until you recover past costs also sounds fair. My guess is you will still be putting in a little time trying to get it profitable but it seems like a better option than just shutting it down.

[mikeinsc]

Presently, the site is not earning revenue. Further, nobody who submits articles receives compensation. Think of it currrently as a public type of blog where submitted articles are vetted for quality, then posted. Writers receive a bit of publicity, as well as various perks, such as free music, chances to interview musicians (some popular) tickets and backstage credentials.

She started off as a writer and is currently not being compensated. She would only receive compensation once she has created a revenue stream. It would not come from me. She feels she can elevate us to another level and provide a revenue stream that would compensate her, as well as the organization. The 70% may seem like it would completely go to her, but the reality is that she would most likely have to divide it up to pay for such things as operating costs payment to writers.

Sorry I was not clear earlier. Hopefully, this added information helps.



Are you actually generating revenue?
If so, how and from where?
If not, how will you be generating revenue?
Why should an employee, even if a director, get 70% of the profit?

I get that you want to keep this going, but if you're not bringing in any money now it doesn't make any sense to hire someone to keep it going.