Creating something with a cofounder or collaborator

Two friends start a podcast. One writes and hosts; the other records, edits, and designs the visual identity. They agree to split the income. A year later, one wants to license the archive and the other wants to remove an early episode. Their agreement settled the money and left every rights question open.

Start by sorting what each person made. U.S. copyright law treats three situations differently:

• A joint work. Two or more authors prepared it intending their contributions to merge into inseparable or interdependent parts of a unitary whole 1. The authors are co-owners of the copyright in the whole work 2. The test is who prepared the work and what they intended, not who helped, who gets credit, or who sat in the meetings.
• A collective work. Separate and independent works are assembled into a collection, like an anthology 1. Each contribution's copyright stays with its author. Unless the author expressly transfers more, the owner of the collection gets only the privilege to reproduce and distribute that contribution as part of that collection, its revisions and later works in the same series 2.
• Separate works used in one project. The theme music, the cover art and the scripts each belong first to whoever made them 2. Whoever assembles the project owns only what they contributed, not the material they brought in 1.

Business ownership and creative ownership are separate stories

Owning shares in the company does not move your earlier work into the company. Copyright belongs first to its author 2. To move it, sign a written transfer: a transfer of copyright ownership is valid only if it is in writing and signed by the owner of the rights, except when it happens by operation of law 2. An assignment and an exclusive license both count as transfers; a nonexclusive license does not 1. You can transfer one right, such as the right to distribute, and keep the others; each right can be owned separately 2.

Then record the signed transfer with the Copyright Office through its online Recordation System. Recorded documents become part of the public record, and the same page links the fee calculator 5.

For the podcast, list the show name, episode recordings, scripts, theme music, cover art, and website. For each one, write down who made it, when, and whether it came in under a license. A song licensed for the show or an image one founder drew before the partnership is fine; put it on the list so the agreement covers it. Following the ownership trail shows how to keep that record.

Decide how ordinary decisions will be made

Most disputes start with everyday decisions, not a sale or a lawsuit. Answer these before they come up:

• Who approves a sponsor?
• Can either person license an episode alone?
• Who can authorize a translation, edit an old recording, or take an episode down?
• What may each person use in a personal portfolio?
• What happens if one collaborator stops working and the other keeps producing the show?

Write the answers into a signed agreement. The Copyright Act makes joint authors co-owners 2, but its ownership chapter does not say how co-owners approve a license or share income, so do not rely on a default. Patents do have a default, and it surprises people: unless the owners agree otherwise, each co-owner of a U.S. patent may make, use, offer to sell, sell or import the invention without the others' consent and without accounting to them 4. In the same agreement, list the routine work one person can do alone, such as publishing a scheduled episode, and the decisions that need both of you.

Inventorship and credit serve different purposes

Inventorship is a legal fact, not a reward you hand out. The test is conception: only a person who contributed to the conception of the claimed invention is an inventor 3. Someone who proposed a result without the means of reaching it, or who ran experiments under another person's direction, is not 3. Joint inventors do not need to have worked together, at the same time, or made the same type or amount of contribution, but each must have contributed to at least one claim 3. Inventors must be natural persons, so a company is never the inventor 3. Seniority, funding and an agreed percentage split do not change who conceived the invention.

Ownership is a separate question. For applications filed on or after September 16, 2012, the original applicant is presumed to own the application 4. Ownership moves by written assignment, and an assignment can cover a percentage of the interest rather than all of it 4. Record each assignment with the USPTO within three months of signing: an unrecorded assignment is void against a later buyer or mortgagee who paid without notice of it, unless it was recorded within three months or before that later purchase 4.

Have a registered patent attorney or agent confirm the inventor list and the assignments before you file the application. Use credit for everything else. Thank the funder, the lab director and the designer by name in the acknowledgments. Credit can reward every kind of effort; inventorship and ownership answer narrower questions, and stretching them to reward effort creates disputes, not generosity.

Plan for change while the relationship is easy

Put a departure section in the agreement now. Cover these points in order:

1. Who keeps the archive and who may license it after one of you leaves.
2. Whether the departing person transfers their share or licenses the project to keep using their contributions. A transfer needs a signed writing 2.
3. How income and costs from the back catalog are recorded and split.
4. Where the copies of every license and permission the project depends on are kept, and who renews them.

A departure clause is not a prediction that the friendship will fail. It means either of you can picture a future without finding out the project has become impossible to use. Write it while you are both still enthusiastic enough to say what matters to you, and the agreement becomes the record of that understanding.