Contract for hackers who hate contracts

This is a quick and dirty IP agreement to ink down some basic intellectual property arrangements related to a specific software project (hackathon, pair programming, etc). The goal of this agreement is avoiding future legal problems related to the ownership of code, while remaining sane.
Feel free to branch this document to add more provisions.
Huge credit goes to John MacIntyre and his inspiring post http://whileicompile.wordpress.com/2009/06/23/a...

This agreement is between Hacker01 and Hacker02. We agree as follows:
  1. Each of us, individually, is free to use any programming concept shared, discovered, or created during the TechCrunch Distrupt Hackathon 2012.
  2. Each of us hereby grants a full, non-exclusive, free license to the other to use any code or binaries from the above project. This means that each of us, individually, is free to use anything we create for the project above as part of a separate larger project with a significant amount of additional functionality. 
  3. In the event that the project above is successful, we'll take reasonable efforts to come to a new agreement with the goal of creating a separate entity to manage and develop the project further.

Document Discussion

DC raises a good point - I would branch this out with a survival clause. I've yet to see an "agreement to agree" in the software context end well for either party.

I'd change "take reasonable efforts to come to a new agreement with the goal of creating ...." to "negotiate in good faith to create ...." That will still be VERY problematic, for reasons I won't go into here, but at least it has some chance of being enforce. A related question: If #3 isn't enforceable (because it's an agreement to agree), does that mean that #1 and #2 are thrown out with it? Or does #3 stand or fall on its own?

This is going to come across as a negative post, but I really do like the idea here, and I also truly appreciate the idea of keeping it simple and as free as possible of legalese. That said, I have some concerns about the usefulness of the implementation here though I applaud the earnestness. If each of the co-creators is granting the other a license then that presumes each is actually the owner/author as well, and has all the rights of an owner/author (which means we don't actually need a license...). I think it might be better to start off with that concept than bring in the licensee aspect initially. I also think we are solving some ambiguity while introducing more. What defines "significant amount" of additional functionality or determines a project is "successful"? I think the idea is good, but I think you need some defaults built in, specifically including what happens if you do NOT reach agreement later on. I think setting forth defaults in the case of disagreement might be the best approach for really solving arguments. That said, I know that if I am going to throw stones, I should offer my own version. I will try to do so shortly. :-)

Lawyers have always told me "agreements to agree" (see Clause 3), are basically worthless in a legal context, and just there for feel good measures. Not that I'm against that, just want to see if that is an accurate view on things :p

Good point. The lawyers you know are right: "agreements to agree" are usually a bad idea because they're tough to enforce, when not completely void. This clause wants to be more of a promise of “reasonable efforts” to negotiate in good faith a founders agreement (see this great post on the topic: http://www.thecontractsguy.net/2011/05/28/best-efforts-and-leaving-deal-terms-open/). Do you think that substituting "agreement" with "contract" will help clarify this point? I wouldn't want to add details to this mini-contract to keep it generic and flexible enough, but feel free to branch it and tweak the last clause! We'll definitely consider merging back good edits!

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