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Help, I'm in a pivotal negotiation and I'm not sure what to do

First of all, I'd like to thank the Indie Hacker community because I would have never gotten to this point if it wasn't for the inspiration provided by the members here.

I want to share specifics but cannot do so since the information I'm sharing is confidential, so I'll try to outline the situation generally without giving away specifics.

I've been working on a side project for the past two years, on nights and weekends, to build a web application for an online teaching company which I'll call Teaching Company for the rest of this post. I didn't get paid for this work during this time.

Up until this point, they have been using a generic software solution that any of their competitors can use. While it gets the job done, it's not sophisticated enough for their needs, and my software is meant to fill that gap.

After seeing how far the software has come, Teaching Company is happy with the product and wants to go live. We've only made a verbal licensing agreement so far, where we would provide the software for their exclusive use for $5 per customer a month.

Now that Teaching Company is all in on the product, the CEO offered to buy the software. Here is what they offered. Around 90K up front and 4% equity in the Teaching Company.

The CEO expressed that this is a good deal since my software isn't worth that much at the moment and Teaching Company can potentially sell for over 50 - 100 million dollars years down the line. I somewhat changed all the figures mentioned above for the sake of confidentiality.

Here is where my head is at and some important context about this deal. I never had to build software for a single company. There's way more money to be made by competing in the wider market, although it's significantly harder upfront. I made the decision to build software exclusively for Teaching Company because I believe in their product, and more importantly, I care about my work-life balance and having time to spend with my family. With that said, competing in the market is technically still on the table since we haven't signed any contracts yet, and we've only made verbal agreements so far.

Of course, as the CEO said, the software isn't worth very much at this point since it's still in the beta testing phase—but that doesn't mean we shouldn't consider its future potential worth. For the same reason why the CEO may not want to sell Teaching Company right now since it may be worth a lot more years down the line, I'm hesitant to do so as well. Even if we're providing a solution that's exclusively for their use, it's very possible that down the line, when the software matures, we may collectively agree to offer it to other companies and potentially greatly increase revenue.

My gut reaction is that this is not a great deal and I'm still thinking through what would be the best counter offer. How would you approach this negotiation? This is my first time going through this sort of thing and could use some advice. Your feedback is very much appreciated!

on March 22, 2021
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    to help me answer, can you confirm: you built the s/w for free for someone without any initial agreement? But now you have been give 2 options and you need to decide...

    1. $5 per user/month (for how long, 1 yr, forever?)
    2. $90k + 4% equity

    Is this right?

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      That's correct.
      The initial agreement was to build software for their exclusive use at $5 a customer per month.

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        "exclusive use". I wonder what options you have - can you just walk away and find other customers if it was built exclusively for this client? what are you allowed to do first - so you know your negotiating position.

        and is it $5 per month "forever"?

        let me know above, but overall it sounds like you are in a great position - the luxury of choice. what feels right in your gut at the moment?

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          I'm not sure if I can find other customers without doing a lot of sales/marketing work. It will take some engineering work to make a few pages more generic but it should be possible to bring on other customers.

          It's $5 for the foreseeable future but of course, they would like to bring that price down if they can.

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            I'm not sure if I can find other customers without doing a lot of sales/marketing

            Exactly. If they are well established and on the up then don't look to go alone just look to get a deal you are happy with.

          2. 1

            to negotiate, always know your exact position before you start...

            • "for the foreseeable" - what does the contract say? do you have a contract?
            • "they would like to bring the price down". again, what is contractual position
            • you would like to find other customers. given that you say you built it for their exclusive use, are you allowed to sell elsewhere, contractually?

            If any of the above are questionable then his offer is starting to sound very exciting,... and generous.

            Sorry if I'm digging, but this sounds like a big deal and would love to help guide you ;-)

  2. 1

    What are your current metrics for users/revenue? Very important detail.

    Is part of the deal that you go work for them?

    Are the users/revenue captive to this potential acquirer? Meaning they could switch all that out tomorrow if they built something themselves. Or am I wrong about that?

    Since there are no other buyers, the 'right price' is a function of what the buyer thinks they can recreate what you've built for them. (time, hard costs, mindshare, etc).

    The big thing you want to think about is what is their equity worth to you. If they've been valued at $10m in a funding round, the 4% is worth $400k on paper.

    Depending on the metrics above and if their revenue/users are captive to them, it doesn't sound like an awful deal. $90k is a nice check and 4% is not an inconsequential amount of equity.

    Also, brush up on this concept: https://en.wikipedia.org/wiki/Best_alternative_to_a_negotiated_agreement#:~:text=In negotiation theory%2C the best,an agreement cannot be reached.

    1. 1

      4% is definitely not an inconsequential amount. How far along is the teaching company? Have they raised funding?

      Are you excited about the prospect of selling this software more broadly, or would you rather get paid for the work you've done to date and take a bet on them?

    2. 1

      Thanks for your response.

      That's right. The users are already the Teaching Company's customers. I'm building the software that facilities their service and charging $5 per customer. If they decide to go a different route tomorrow or build software themselves then I'm out of revenue and need to start doing marketing/sales on my own.

      Revenue for my software is somewhere around 5K a month.

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        Do they have in-house technology talent? If not, I don't know if them replicating your app or outsourcing the cloning the app to a different firm is actually a realistic scenario. They saw how long it took for you to build it for them, and there's a ton of execution risk they'd be taking on as well as tribal knowledge you'd be walking out the door with.

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          They don't have in-house software engineers so as you said, it certainly wouldn't be easy for them to replicate the software.

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        The key problem here is that the revenue is captive. Exclusive use aside, is there a market out there for you to get more licenses aside from The Teaching Company? Have you explored this?

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          I haven't explored it since it's not an option I'm trying to avoid to protect my work-life balance. I don't know if I can take this route without quitting my job and trying to get funding.

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            I could help you quickly test if there are other potential customers out there. Shoot me an email if you'd be interested in that kind of help.