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Focura × Outside The Box

Project Proposal & Partnership Agreement — Draft v1

Prepared by: Ryan Luttrell, Outside The Box
Prepared for: Tim Eastwood & Jeff Fray
Date: March 11, 2026
Status: First Draft — Working Document

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Please treat this as a living document. All items are open for discussion. The goal is to make sure everything we’ve talked about is captured in writing so we’re all on the same page before we start moving.

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1. What We’re Building Together

Focura is a Canadian estate planning and organization platform. Its job is to help households and their financial advisors see the full estate picture clearly — before death, before conflict, and ideally in a live client meeting.

The product has three modules: Estate Mapping (the insight engine), Tell Your Story (legacy documentation), and Executor Ready (customized executor action plans). Phase 1 focuses exclusively on making the Estate Mapping layer compelling enough to demonstrate in a client meeting.

Outside The Box (OTB) is being engaged as both a development partner and a venture studio partner, with responsibilities spanning technical delivery, product thinking, and strategic input as the product goes to market.

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2. Scope of Work — Phase 1 MVP

The objective for Phase 1 is straightforward: an advisor can sit across from a client, open a household, switch between death scenarios, show a live estate map, change a key assumption or beneficiary, watch the cost-of-death update in real time, and leave that client with a clear visual understanding of their estate.

That is the single success criterion for Phase 1.

What OTB Will Deliver

The existing FileMaker system is not being replaced in Phase 1. All calculation logic, data entry, and business rules remain in FileMaker. OTB’s Phase 1 work is focused entirely on upgrading the front-end mapping experience that sits on top of it.

Contracts & Read-Only Probate Map

• Define the graph payload contract between FileMaker and the mapping app

• Define the scenario payload contract

• Wrap and normalize current FileMaker JSON outputs into a clean, canonical structure

• Build read-only Probate Map rendering

Distribution Map, Panels & Scenarios

• Build the Distribution Map view

• Add node detail panels (per asset, per person, edge drill-down)

• Add summary cards showing combined cost-of-death (probate fees + terminal income tax together)

• Implement scenario switching: Spouse A first / Spouse B first / Simultaneous

Polish, Provisional States & Print

• Handle provisional/incomplete data states gracefully

• Add edit hooks or deep-links from map back to FileMaker data entry

• Performance pass for live-meeting responsiveness

• Print-friendly output (report quality suitable for handing to a client)

• Benchmark validation against the 5 prototype households defined in the developer briefing

• Executor Ready module rebuild

What Is Explicitly Out of Scope for Phase 1

The following are not included in this engagement unless otherwise discussed and agreed in writing:

• Live in-map editing (changing beneficiary directly within the graph)

• Side-by-side scenario comparison mode

• Full Trust Administration logic

• Tell Your Story module rebuild

• AI / Will reading integration

• Any back-end replatforming of FileMaker

These items are documented in the Phase 2+ roadmap below.

Technology Stack

The Phase 1 build extends the existing stack already in place:

Layer	Technology
Frontend framework	NextJS + TypeScript
Graph rendering	Cytoscape.js
Build tool	Vite
Hosting / CI	Vercel
Data API	FileMaker Data API (REST)
State management	React Context
Error tracking	Sentry

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3. Non-Negotiables — Binding Design Constraints

The following principles were provided by Tim Eastwood as foundational requirements. They are not preferences. Every technical and design decision OTB makes must address each applicable item. These constraints define what Focura is.

#	Area	Principle	What It Means
1	UX	Conversational Data Entry	No forced step sequences. No locked sections. No “complete this before proceeding” gates. The conversation leads; the software follows.
2	UX	Ask Each Question Once	Data entered once populates everywhere. The system never re-asks for information it already has.
3	UX	Ask Only What Is Relevant	Conditional logic hides inapplicable fields. A household with no RRSP never sees RRSP questions.
4	UX	Full Keyboard Navigation	Every workflow is completable without a mouse. Tab order is logical and end-to-end tested.
5	Platform	Real-Time What-If Engine	Changing a beneficiary, ownership structure, or asset value must update the estate map. (Phase 1 compromise: button-triggered refresh is acceptable.)
6	Platform	Scenario Architecture	Spouse A first / Spouse B first / Simultaneous / Last-to-die are independent data structures with independent calculation results — not display modes.
7	Platform	Asset Traceability	Every asset is traceable: Owner → Transfer path → Final recipient across four paths.
8	Platform	Cost-of-Death Visibility	Probate fees and terminal income tax shown together as one combined cost-of-death figure.
9	Delivery	Cross-Platform	Fully functional across web browsers, mobile (FileMaker Go), and desktop.
10	Delivery	Print as First-Class Output	Print-ready reports are not optional. Every core output has a printable equivalent.
11	Delivery	Legacy Hardware Compatibility	Must function on older devices and browsers. Progressive enhancement.
12	Architecture	Household as Root Entity	All scenarios, persons, assets, ownerships, designations, and deaths anchor to a single Household record.
13	Architecture	Ownership Structure Fidelity	Sole, Joint Tenancy (JTWROS), Tenants in Common, and Entity Ownership remain distinct with percentage splits.
14	Visual	Three-Tier Node Model	Estate map: Owner People (top) → Asset Accounts (middle) → Beneficiary People / Estate / Government (bottom), with directional flow edges.
15	Visual	Two Map Modes	Probate Map and Distribution Map are architecturally separate views. Never merged.
16	IP	Methodology Is Founder IP	The Focus / Organize / Capture / Uncover / Report / Assemble (FOCURA) framework and all named modules are proprietary IP belonging to the founder.
17	IP	Domain Authority Separation	OTB owns all stack, architecture, and infrastructure decisions. Founder owns all estate planning domain logic, methodology, calculation decisions, and product vision. Documented in writing.
18	IP	Prototype as Specification	The FileMaker prototype defines correct domain outputs. Any rebuilt system must produce identical results for defined test households before the prototype is retired.

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4. Budget

Based on the scope defined in Section 2, OTB proposes a fixed project fee in the range of:

$46,000–$54,000 CAD

This covers all Phase 1 deliverables described above.

How OTB’s Fixed Pricing Works

OTB quotes projects rather than billing by the hour. This is intentional.

• If OTB underestimates the work, that is OTB’s problem — not yours. We eat that cost.

• If you request additions or meaningful scope changes outside what is documented here, we discuss them openly and agree on a revised number before proceeding.

• If we give you a number, our word means something. We honor that range.

This structure aligns incentives: OTB is rewarded for moving efficiently, not for billing more hours.

Payment Schedule

A suggested payment structure is outlined below and can be adjusted:

Milestone	Amount
Contract signed / kickoff	25% ($11,500–$13,500)
60-Days Post Contract Signing	25% ($11,500–$13,500)
120-Days Post Contract Signing	25% ($11,500–$13,500)
180-Days Post Contract Signing	25% ($11,500–$13,500)

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5. Equity Terms

OTB will receive 10% equity in Focura in exchange for the reduced project fee and ongoing venture studio involvement.

Vesting Schedule

Equity is subject to a 3–4 year vesting schedule with a 1-year cliff, structured as follows:

• Year 1 (Cliff): No equity is granted until the one-year mark from the contract signing date. If either party exits the partnership in the first year for any reason, no equity changes hands.

• After Year 1: The first portion of equity (25% of the total grant, i.e., 2.5%) vests at the cliff.

• Years 2–4: Remaining equity vests in equal quarterly or annual increments per the agreed schedule.

This structure protects both parties. You are not handing away equity on day one to someone who may not deliver. OTB is not accepting diluted compensation in exchange for a negligible stake that wouldn’t survive a funding round.

What OTB Brings Beyond Development

As an equity partner and venture studio, OTB contributes more than code:

• Product strategy and architecture input

• Go-to-market thinking and execution feedback

• Honest, direct perspective on what is and isn’t working — including when you’re smoking crack on something that won’t fly

• Access to OTB’s network for future development capacity, marketing support, and potential investor conversations

Accelerated Vesting Upon Liquidity Event

Notwithstanding the vesting schedule above, 100% of OTB’s unvested equity shall immediately and fully vest upon the occurrence of a Liquidity Event.

A Liquidity Event includes, but is not limited to:

• Acquisition of Focura or its parent entity by a third party (whether by asset purchase, share purchase, or merger)

• Sale of a controlling interest in the company

• Initial Public Offering (IPO)

• Any other transaction that results in a change of control

This is a single-trigger acceleration clause. No secondary condition (e.g., termination of the partnership) is required — the Liquidity Event alone is sufficient to trigger full vesting. This ensures that OTB, as an equity partner who contributed to building the value that made the exit possible, participates fully in the outcome regardless of where the vesting schedule stands at the time of the event.

This clause must be explicitly reflected in the formal equity instrument drafted by legal counsel.

Equity Documentation

The formal equity instrument (shareholder agreement or equivalent) will be drafted by legal counsel agreed upon by both parties. OTB recommends engaging a lawyer with experience in tech startup structures. This should be completed and signed before any equity-related obligations take effect.

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6. Working Relationship

How We Work Together

• Tim owns all estate planning domain logic, methodology, calculation decisions, and product vision. OTB defers to Tim on anything touching the domain.

• OTB owns all stack, architecture, infrastructure, and front-end decisions. Tim defers to OTB on anything touching the technical implementation.

• These are non-overlapping lanes. Both are documented here and in the formal agreement.

• Jeff drives sales, marketing, and go-to-market. OTB will support those conversations with demos, product updates, and whatever is needed to get Jeff in front of the right rooms.

Check-Ins

• Weekly syncs during the Phase 1 build (30–45 minutes)

• Ryan is available via text/call for anything urgent

• If something isn’t working or isn’t on track, we say so immediately — no slow-burn surprises

Honest Feedback Goes Both Ways

Ryan will tell you when something isn’t going to work. Tim and Jeff should tell Ryan when the vision isn’t being captured. None of us have time for anything less than direct.

In-Person Visit

Ryan will fly to Guelph/Toronto at OTB’s cost early in the engagement to spend time with the team, review the existing FileMaker system in depth, and make sure the vision is fully understood before a line of code is written.

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8. Intellectual Property

• All estate planning methodology, domain logic, product modules, frameworks, and business processes described in the developer briefing are the sole intellectual property of Tim Eastwood (the founder). This is non-negotiable and is explicitly protected in the partnership agreement.

• All code, architecture, infrastructure, and technical implementations built by OTB as part of this engagement are jointly owned, with terms to be defined in the formal equity and partnership agreement.

• The FileMaker prototype defines correct domain outputs and serves as the specification. Any rebuilt system must produce identical validated results before the prototype is retired.

• Nothing in this agreement transfers, licenses, or diminishes the founder’s IP in the product methodology.

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9. Phase 2+ Roadmap (Post-MVP)

The following items are out of scope for Phase 1 but documented here to acknowledge they are planned and will be scoped as Phase 2 once Phase 1 is validated in market:

• Live in-map beneficiary editing

• Side-by-side scenario comparison

• Full Trust Administration logic

• Tell Your Story module rebuild (web-native)

• Executor Ready module rebuild (web-native, household-specific checklist)

• AI will-reading integration

• FileMaker back-end replatforming (to be scoped when the product proves market fit)

• Salesforce / CRM API integration for advisor firms

• Advisor-level multi-household dashboard

• Corporate licensing infrastructure (SSO, admin controls)

• Beneficiary view access

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10. Next Steps

To move forward:

1. Tim — send the list of non-negotiables and any additional functionality not yet documented (for the scoping section above)

2. Ryan — finalize proposal language based on feedback from Tim and Jeff

3. Both parties — agree on final fixed fee within the $46K–$54K range

4. Legal — engage a lawyer familiar with tech startup structures to formalize the equity and IP agreement

5. All parties — sign and get moving

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11. A Note on Partnership

Tim and Jeff have been burned before. That’s on record and fair. OTB doesn’t take that lightly.

What OTB can commit to: we will tell you what we believe, not what you want to hear. We will honor the numbers we put in front of you. We will invest in this because we are invested in this — literally. And if something isn’t right, we will say so before it becomes a problem.

This is a partnership. That means it works when everyone is rowing in the same direction and says so when they aren’t.

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This document is a first draft and a working document. All terms are subject to discussion and revision. A formal legal agreement will be executed before work commences.

Ryan Luttrell
Outside The Box
ryan@outsidethebox.ca

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Confidential — prepared for Tim Eastwood & Jeff Fray only

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