Well, the code was developed without a contract, and was never shared. IE. it was not a work for hire. It was not documented, even if it was implied. He also

Well, the code was developed without a contract, and was never shared. IE. it was not a work for hire. It was not documented, even if it was implied. He also never agreed to any trade secret documents or IP documents with his potential co-founder. did you sign any incorporation papers? It's a creative work, and... although his friend that intended to start a business didn't do what was necessary to lock up the code either. they both foobared this. It might be hard to start a business with that code, but I am pretty sure he would not be liable for damages if it was opensourced. By this logic and after legal advice, if one were to open source the code, it would be usable by both parties, and he would still have the technical advantage. This is the leverage he can use to control the agenda of the discussions. Opensource gives him an advantage over his potential co-founder, one that can not be undone. Also, if both parties agree to keep it closed, then they might agree to some partnership in each others new company. I would advise against the freeBSD or MIT licenses, a good copyright lawyer will know which license will still allow for a derivative work, since you wont want to use the code just as a library. I have hacked on projects with friends and for a variety of reasons have decided to move on. These recommendations are part of how we have discussed how to amicably move on. We are still friends today. We wanted to sustain value in what we did, but decided that building a business around the idea was maybe not the best idea.