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Anyone ever set up a profit-share license?

Hi folks,

I've been selling a simple SaaS web app for a few years. I wrote the front-end, and my friend wrote the back-end. The front-end is hosted on my server, and interacts via an API with the back-end which is hosted on my friend's server.

We have an unwritten 50/50 revenue share agreement and each month 50% of the revenue goes to my company's account and 50% goes to my friend's account.

The transactions are handled through FastSpring's split-pay feature, so my friend's 50% goes straight to his account. It's not like it goes to my account and then I manually transfer it to him.

I'd like to put the agreement in writing for the sake of clean record-keeping and clear lines of liability/indemnity. For instance, if I make an error or omission (e.g. copyright infringement) on the front-end, I don't want my friend to be legally liable. And if he makes an error or omission on the back-end (e.g. his server is hacked and personal data is leaked) then I don't want me or my company to be legally liable.

Does anyone have a recommendation for what type of agreement I need? Would it be a license agreement, profit-share, joint-venture, or something else? I'm looking for the simplest, cheapest option that does the job. Thanks in advance for any advice!

P.S. I'm based in Australia in case that's relevant.

on July 7, 2021