You've Been Offered a Co-Founder Deal to Build Your MVP: A 5-Question Scorecard to Accept, Negotiate or Pay Cash

How the scorecard works

Answer each question with a plain yes or no. Count one point per yes. If you're not sure, count it as a no. A deal that only works if your doubts turn out wrong is a no. Here is what each score means:

• 5 / 5. What to do: accept. Get it in writing with vesting.
• 3 or 4. What to do: negotiate. Fix the "no" answers before you sign.
• 0 to 2. What to do: pay cash for the build. Keep the equity for later.

Question 1: Are they joining the company, or just building the app?

A co-founder stake pays for years of work: the build, every update after launch, technical decisions and hiring engineers later. A build is one piece of that. Ask them straight: "What do you see yourself doing 18 months from now?" If the answer is about leading the product and the tech team, score a yes. If the answer is "ship the app, then we'll see", they are a contractor asking to be paid in shares. Score a no. Red flag: the offer lists features and a deadline but says nothing about after launch.

Question 2: Will they work on it full time?

Nights and weekends can work for a prototype. It rarely works for a company. A partner with a full-time job elsewhere will move at the speed of their free evenings, and your launch date moves with them. Score a yes if they commit to full time now, or on a set date tied to something concrete, like your first funding. Red flag: "I'll go full time once it takes off." The company needs them most before it takes off.

Question 3: Is the stake on a vesting schedule with a cliff?

Vesting means the shares are earned over time, not handed over on day one. A common setup is four years with a one-year cliff. If they leave before the first year, they leave with nothing. After that, they earn their shares month by month. Score a yes only if vesting is part of the offer and will be written down before any code is written. Without it, a partner who walks away after three months can keep their full stake. You would then raise money with part of your company owned by someone who no longer works on it. Red flag: pushback on vesting. Someone who plans to stay has no reason to refuse it.

Question 4: Will the company own the code from day one?

The code should sit in a GitHub account owned by the company, with a signed agreement that assigns the work to the company. Not on their personal account. Not "we'll sort it out later". Score a yes if both are true before the build starts. This matters even if things go well, because investors check who owns the code before they invest. Our investor and fundraising articles cover what they look at. Red flag: "The repo is on my account for now, it's easier."

Question 5: Would you sell this share of your company for the price of the build today?

This is the question most founders skip, because equity feels free. It isn't. The real cost of the stake is the share given multiplied by what the company is worth when it pays out. Then ask yourself: would I sell this share of my company for the price of the build today? If the answer is no, don't trade it for one. Here is the concrete comparison. Our MVP development package is Fixed at $3,460, and the code is 100% yours, on your own GitHub. Put that number next to the share you've been offered to give up. If you would never sell that share for $3,460, the build alone doesn't justify it. The stake only makes sense if the person also brings everything in questions 1 to 4. To run the math on your own numbers, use our co-founder vs agency calculator in the tools section. Enter the stake on offer and an exit value, and it shows what that equity could be worth next to a fixed build price. Score a yes if, after the math, you would still make the trade. Scored 2 or less so far? Book a call. Talk through your MVP with us for free in 30 minutes, and get a fixed quote before we start.

Scored 3 or 4: how to negotiate

A middle score doesn't mean walk away. It means the deal needs fixing. If they refuse every condition, your score just dropped. Treat it as 0 to 2. Turn each "no" into a condition:

• No on question 1 or 2: offer a smaller stake for the build, with a path to a full co-founder stake once they go full time on a set date.
• No on question 3: make vesting with a cliff a condition of the deal. This one is not optional.
• No on question 4: company GitHub account and IP assignment signed before the first commit.
• No on question 5: split the deal. Pay cash for the first version, and offer equity for the role that comes after it: leading the tech, hiring, owning the architecture.

Scored 0 to 2: pay cash and keep the equity

A low score usually means you have a builder, not a partner. That's fine. You just shouldn't pay a builder with a share of your company. You can see the kind of apps we've shipped on our projects page. Paying for the build works like this:

• 1. Agree on the scope and a fixed price before any code is written. With us, the standard MVP is Fixed at $3,460, delivered in about 20 days, with progress shown every week.
• 2. Own everything. The code is 100% yours, on your GitHub, and you get 2 weeks of fixes after launch.
• 3. Launch and get real users.
• 4. Bring in a technical partner later, from a stronger position. You now have a product, users and data. A strong engineer can see what they're joining, and you negotiate as a founder with traction.

Not sure you need a technical lead at all?

If you're still unsure whether you need a technical lead at all, read our article Do You Need a CTO to Build an MVP? It compares co-founders, fractional CTOs and studios on cost and control.

Should I accept equity-only for my MVP if I can't afford to pay?

Only if the deal scores well on the five questions, especially vesting and code ownership. If it scores low, compare the offer with a fixed-price build first. You may find the cash cost is smaller than the share you were about to give.

Can I turn a co-founder offer into a paid build?

Yes. Many developers prefer clear payment for a defined scope. Offer cash for the first version and keep the equity talk for a full-time role later. If they only want equity, that tells you how they value the build.

What should a co-founder agreement include before any code is written?

At minimum: the stake, a vesting schedule with a cliff, the role and time commitment, and an IP assignment that puts the code in the company's name, on a company-owned GitHub account. Have a lawyer review it before you sign.

What if the person who offered is a friend?

Use the same scorecard. Friends leave projects too, and clear terms protect the friendship as much as the company. Vesting and code ownership are not a sign of distrust. They are how serious teams start. Got an equity offer on the table? Book a call. It's a free 30-minute call to talk through your MVP. You get a fixed quote before we start: Fixed at $3,460 for the standard package, with the code 100% yours.