Developer Equity Negotiation Scripts: Word-for-Word Templates
Exact scripts for negotiating equity with technical co-founders and developers. Opening lines, objection handling, and how to close the conversation professionally.
Most founders know roughly what equity to offer. What they do not know is how to say it without the conversation turning awkward, defensive, or unproductive.
The scripts below are based on what I have seen work across 50+ startups. They are direct without being aggressive. They frame equity as protection for both parties, not as a negotiation to win. And they give you an out if the other person's response reveals a red flag before you have committed to anything.
Use these as starting points. Adjust to your voice and your specific situation.
Before You Open the Conversation
Do this work before you say anything.
Know your offer. Come in with a specific number, not a range. "I am thinking 25%" is easier to negotiate from than "I am thinking 20-35%." Ranges signal uncertainty and invite the other person to anchor at the high end.
Know your reasoning. Be able to explain why 25% and not 40%. "We already have $8K MRR, which de-risks the equity significantly" is a real argument. "I just think 25 feels right" is not.
Know your non-negotiables. At minimum: 4-year vesting with a 1-year cliff. IP assignment to the company. Full-time commitment requirement. These are not things you trade away to make the conversation easier.
Know your limit. What is the most equity you will offer, and at what point will you walk away? Know this before you sit down. Founders who do not know their limit make concessions they regret.
Opening Script: Starting the Conversation
Use this to open the equity conversation before any work has started.
"I want to make sure we are aligned on equity before we go further, because I have seen founders skip this and pay for it later. Here is what I am thinking, and I want to walk you through my reasoning so you can respond to the logic, not just the number.
I am proposing [X]% for you, [Y]% for me, both on a standard 4-year vest with a 1-year cliff. The cliff means if either of us leaves in year one, we leave with nothing. After the cliff, we each vest monthly for the remaining three years. This protects both of us.
Here is why I landed on [X]% for you: [state your reasoning based on stage, their contribution, your contribution].
I want to get a startup attorney to put this in writing before we start building. I am happy to share the legal cost. My goal is a clean agreement we both feel good about long-term.
What questions do you have, and does the structure make sense?"
This framing does three things. It positions the conversation as logical, not emotional. It signals you have already thought this through. And it invites dialogue rather than demanding acceptance.
Handling the Most Common Objections
"I thought we were going 50/50."
This comes up most often when you have been collaborating informally and the other person assumed equal partnership.
"I understand why 50/50 feels right, and I want to explain my thinking. We are not starting from zero equally. [Explain: you have revenue, or you have domain expertise, or you have been working on this for 18 months, or you are investing capital]. That does not mean your contribution is worth less. It means the starting point reflects what each of us is bringing to the table.
50/50 also creates a structural problem: when we genuinely disagree, there is no tiebreaker. One of us needs to have final say, or we build in a process for resolving deadlocks. I would rather be explicit about that now than discover it under pressure later.
I am open to talking through what feels fair to you, and I want to understand your perspective. But I am not starting from 50/50 as a default, because I do not think it reflects the actual situation."
"That percentage feels low."
Do not panic and immediately increase the number. Ask why.
"Help me understand what fair looks like to you. What number were you thinking, and what is the reasoning behind it?
I am genuinely open to adjusting based on a real argument. If I am undervaluing your contribution or misreading the risk you are taking, tell me how and I will take that seriously. But I want to make sure we are working from the same understanding of what each of us is bringing in."
This response does two things. It puts the burden of argument on them, which is appropriate. And it signals that you are open to being persuaded, but only by logic, not by pressure.
"I do not want a vesting schedule."
This is a red flag. But here is how to address it before walking away.
"I am curious what your concern is with vesting. Is it the structure itself, or is it something specific about the terms?
From my perspective, vesting is not about distrust. It is about protecting both of us. If I turn out to be difficult to work with and you want to leave, vesting gives you a clear path. If something happens to me, vesting protects the company. If we discover after six months that we work better as collaborators than co-founders, vesting means we can unwind this cleanly.
I cannot do a co-founder agreement without vesting. It is a non-negotiable for me, and it is also something investors will require if we ever raise. What I am flexible on is the specific terms: the cliff length, the acceleration clause structure, the buyout formula. Those are worth discussing. The vesting schedule itself is not something I can take off the table."
If they continue to resist vesting after this response, end the conversation. Someone who does not want vesting is either planning to leave early or does not understand how startups work. Neither is someone you want as a co-founder.
"Can I just get consulting fees instead of equity?"
Sometimes the right answer here is yes.
"That is worth exploring. If you would rather be paid for your time than take equity, I can work with that. It depends on the scope and what you want the arrangement to look like long-term.
The tradeoff is this: consulting fees mean you are a contractor, not a partner. You would not have a voice in major decisions, you would not participate in an exit, and the relationship has a different character. Some people prefer that clarity.
If you want to be a genuine partner with upside, equity is the right structure. If you want to be fairly paid for defined work with less risk, consulting might suit you better. I am fine with either, but I want to make sure we are building the same thing."
"I want equity AND market-rate salary."
At early stage, this is almost always a sign of misalignment.
"At this stage, equity and salary represent two different bets. Equity is a bet that this company becomes worth something. Salary is certainty now, regardless of outcome.
I cannot offer both at market rate. What I can offer is: below-market salary (to cover living expenses) plus meaningful equity, or market salary plus very small equity, or equity-only if you are in a position to take that risk.
I want to be direct: if you need market-rate salary plus meaningful equity at this stage, I do not think we are in the same place about what this is. Early-stage startups require one or the other. Which tradeoff works better for your situation?"
The Closing Script
Once you have aligned on terms, close cleanly and move to documentation immediately.
"I think we are in the same place. Let me summarize what we have agreed to: [X]% equity for you, [Y]% for me, 4-year vest with a 1-year cliff, full-time commitment from both of us, all IP assigned to the company.
I am going to engage a startup attorney to draft the co-founder agreement. I would like us both to review it with the lawyer before signing, separately if you prefer, so you have independent counsel. I am targeting getting the draft back within [timeframe].
We should not start any work that touches the codebase until this is signed. That protects both of us.
Is there anything we have not covered that you want to address before I engage the lawyer?"
When to Walk Away
Some responses to equity conversations tell you what you need to know before you have committed anything.
Walk away if they:
- Refuse vesting entirely after a real explanation
- Anchor at 50% when you have significant existing traction
- Want both market salary and meaningful equity at pre-seed
- Will not discuss specifics ("just trust me on the numbers")
- Have an equity negotiation history they are evasive about
Do not walk away just because:
- They push back on your initial number (this is normal)
- They want a few days to think about it (this is reasonable)
- They ask to involve their own attorney (this is smart on their part)
- They want a higher number with clear reasoning (listen to the argument)
The goal of these conversations is not to win. It is to arrive at a structure that both of you will still feel good about two years from now. The best equity negotiations end with both parties feeling like they made a fair deal, even if neither got exactly what they initially wanted.
If you are navigating a co-founder equity conversation and want to pressure-test your structure before you sit down, I work with non-technical founders on exactly this kind of preparation.
Book a Technical Strategy Call at uxcontinuum.com to get a second opinion before you make permanent equity decisions.