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Free app development in exchange for revenue share on a zero-budget project: What should the contract look like?

KKemal Y***Member
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QA Tester
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Sports and fitness
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a company within a holding
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269
#1

i've designed a mobile marketplace in Munich that lets local restaurants sell their end-of-day surplus inventory at a discount and the business model, market research and initial merchant outreach are done; roughly 25 restaurants have confirmed in writing that they're ready to onboard... the issue is, I don't have the roughly 35,000 EUR budget needed to build the app from scratch.

last week, I met a senior developer. he loved the project and once he learned I lacked capital he made an offer: "I'll code the app from scratch for free. in exchange, I want a 25% cut of the platform's gross revenue for the first 2 years plus a permanent 10% equity stake in the company afterward."

with my cash constraints this offer initially looked like a lifeline, but I'm struggling to weigh the risks. intellectual property, delivery timelines app maintenance, and what happens if the dev bails halfway through are all up in the air. i mean what terms do I need in a contract for an arrangement like this?

AAdemMember
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Agricultural Consultant
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82
Most Helpful#2

Short answer: Never accept this offer as is. Any payout must be calculated off net revenue, not gross turnover, and full ownership of the source code must belong to you or your company from day one. Any equity or revenue share for the developer should be tied to a strict vesting schedule based on successful launch and guaranteed ongoing maintenance.

Make sure your contract covers the following points:

1) Avoid the gross revenue trap: In a marketplace, transaction volume is not profit. If a restaurant generates a 100 EUR order and your commission is only 15 EUR, giving the dev a cut of the total basket means the company takes a loss on every single sale. Their share must be calculated strictly from net commissions after gateway fees and hosting costs are deducted.

2) Code ownership and delivery milestones: The code must live in your organization's repository, not on the developer's personal account. Break the build process into at most three clear milestones, requiring a full transfer of the source code at each delivery.

3) Maintenance and support commitments: Require a minimum weekly hour commitment for bug fixes and OS compatibility updates after launch. If they ship the code and walk away, their revenue share should be suspended.

4) Termination and exit terms: If the developer drops the project before the agreed delivery date, they should forfeit all revenue share rights, and all existing code must remain licensed to the company without compensation.

CCansu K***Member
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Accounting clerk
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medium-sized business
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#3

The git repo, cloud infrastructure accounts, and app store developer accounts absolutely must be set up under your name. Add a clause requiring full documentation of all third-party dependencies and open-source licenses as they code, so you aren't forced to rebuild from scratch if someone else takes over down the line.

CCaner A***Member
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Technical service technician
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Agriculture
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sole proprietorship
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#4

The dev will put your project on the back burner the second a paid gig comes along 3 months in. Loss of motivation is the single biggest failure point in sweat-equity deals. If you don't include clear termination and code-handover terms for every delayed month, you're going to waste a whole year.

SSılaMember
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Marketplace specialist
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8-person team
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#5

We tried a 20% cut on gross revenue for a similar delivery app. Once credit card processing fees and server costs were paid, our remaining margin went straight to zero. If you do a revenue-share model, the only metric that makes sense is net operating income after all direct operational expenses are deducted.

HHakan U***Member
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Doki · Server maintenance contract · 2025

#6

Under German IP law, the developer's copyright cannot be transferred, but usage rights (Nutzungsrechte) can be granted to your company exclusively and without limitation. You must clearly state in the contract that this right is worldwide, perpetual, and sublicensable.

FFatma Ç***Member
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#7

Add a buyout option to the agreement. For instance, include a clause stating 'The company may, at its discretion, buy out the developer's share in cash based on a specified multiple or valuation.' If an investor comes along later, this share will become dead weight.

EEmine C***New member
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Clinic manager
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#8

did u guys discuss who pays for server bills and map api fees? dev says the code is free but dont be surprised when infrastructure runs into hundreds of euros a month, budget for that from the start.

GGökhan G***MemberCommunity member
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#9

Exactly how long is the developer committing to deliver the first working prototype? Have you discussed putting a clear deadline and app store approval requirement in the contract?

SSelin A***MemberCommunity member
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273
#10

Two years ago we made a deal with a developer who came to us with the exact same offer. He shipped the first version, but as the restaurants gave feedback, he stopped pushing updates. Since he had the source code we couldn't bring in another developer either; in the end we had to scrap the project and lost 25 restaurants. Don't let anyone write a single line of code without a contract.

edit: fixed a few typos.

GGizem D***ExpertCommunity member
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#11

Thanks for posting. People defend habits not processes. Resistance comes from there.

ZZehra K***MemberCommunity member
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#12

We've heard this a lot, but it never happened like that for us. People defend habits, not processes. Resistance comes from there.

Hasty decisions become decisions you have to fix six months later. If you post the result here, it will help others too.

ZZafer A***Member
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#13

Let me share what happened to me; it might be useful. The real issue isn't the number, but what it's based on.

Do a small three-month project before talking stocks, so you see each other. Good luck with that.

UUfuk G***New member
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Doki · Backup setup · 2026

#14

im a small business let me explain from my side but do a small three-month project before talking stocks so you see each other.

taking notes for two weeks yields better results than a six-month estimate... honestly i'm also curious if anyone does it differently.

GGökhan A***Member
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Manufacturer · furniture
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74
#15

Let me clarify the technical side. The only thing separating friendship from partnership is a written contract.

Solutions that work at a small scale collapse when you grow; I learned this late.

LLevent A***MemberCommunity member
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#16

We need to take it step by step. Solutions that work at a small scale collapse when you grow; I learned this late.

If I were you, I'd go this route.

EemreMember
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Founder · Logistics software
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88

Doki · Infrastructure migration · 2026

#17

i didnt know that then dont hesitate to ask; those who dont ask always pay more.

corect me if I'm wrong.

ÖÖzge U***Member
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#18

Exactly like that. If decision-making authority isn't defined, it causes daily issues, not just during exits.

The answer varies greatly by industry; there is no one-size-fits-all rule. Proven by experience.

ZzeynepExpert
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Freelance developer
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chain store
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Jan 2024
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341
#19

exactly, and not many people know this and i mean most time waste accumulates in tasks waiting for approval.

corrrect me if Im wrong.

AAli Ş***ExpertCommunity member
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Aug 2024
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1
#20

heres how it went for us and just because everyone does it doesnt mean its right.

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