> Business Execution. Proven legal documents including vesting schedules.

That's the kind of thing I know almost nothing about. Is there an easy intro for this? I suppose this is something that can vary a lot per country.

> equity should be evenly split between cofounders.

Is that fair in this particular case? I get the impression he's been working on this idea for a couple of months already. He's been talking to a lot of people, including some very relevant potential business partners. I think he is already incorporated and/or has a holding company.

> The only lawyering should be to create the corporate entity. If everyone is lawyering up and hard ball negotiating at the outset, no. Just walk away.

Sounds like excellent advice.

> I'd look long and hard at the specifics of what an "idea person" really brings.

He's already been building a network of contacts, gathering relevant datasets, and refining his ideas.

> Cold calling developers off of Linkedin is not a good sign.

I've addressed this with him. Apparently there are things in my CV that gave him the impression I'd be perfect for this. And in some ways I think he's correct, though there are also some aspects where I think he's a bit naive or optimistic about what it involves in software development. Maybe our one on one talks have convinced him that his impression was correct, but I suppose it's also possible he has talks like this with a lot of people. I don't think he's scamming this (he's put real work into this, has collected information on what datasets he'd need and how much they cost, and his idea is good, so why scam?), but I suppose it's important to be sure.

> Wanting a third person to perform back office operations for two people is not a good sign.

Maybe he's used to that from larger organizations. I don't quite see the need for someone like that as a co-founder (though I'm not sure I'm even a co-founder, considering he's apparently already incorporated), but he seems to have found someone who has contacts with at least one successful startup, and that could be useful experience if true.

> Until there is proven product-market fit, you don't.

How do you prove product-market fit? Without a functional product, you can't test the market. I think the key element here is whether we can get subsidized by the stakeholders. I think it should be possible to get a basic proof of concept together on my own. With that, we could pitch to those stakeholders. But to get beyond a proof of concept, I really need a dev team. There's way too much work in this for a single developer.

> If it's really a startup, i.e. a company organized and focused on growth and providing returns to investors via increases to the value of equity rather than cash flows, it's not something that gets planned beyond grabbing the tiger tail and hanging on.

Is that the definition of a startup? I thought it was simply a new company that starts small. I see plenty of opportunity for this to grow into a company with its own cash flow. Just grabbing a tail and hanging on seems like a very questionable plan.

> The idea person should already have this on their plate and be working on it.

He is, but he doesn't know everything. Though he says there are organizations that can help with this, so I guess that's a better place to look.

> My gut is that there are elements of "getting a freelancer to build it for free" in the proposal.

He's very explicit about wanting to pay normal salaries, with part of it replaced by equity. The downside of that is that it immediately puts a (arbitrary) value on the equity.

> I just don't see what the "idea guy" is going to be doing to create value while you're slinging code and the other person is handling the money and emptying out the trash cans.

Contacts, get more money (subsidies, investors) and work with the team to refine the features.