Focura — Team

Partnership Discussion

4 min read

1. Strategic Fit

Purpose of working together

  • Why each of you wants the partnership and what you expect it to unlock. #tim Energy, Complimentary Skills, Network, Industry Experience #jeff

  • Shared vision for the business over the next 3 to 5 years. #tim Sell for $2mm on my 65th birthday Financial Model & Projections #jeff

  • What success looks like for each party. (Revenue milestone, user count, exit, lifestyle business, etc.) #tim I want to build a legacy for my kids. Lead by example and hopefully leave a meaningful inheritance #jeff

Scope of collaboration

  • What each of you is actually committing to build, lead, or manage. #tim I’m committing to build out the estate organizing brand, by continuing to develop a software package that people want to use and help educate end users through the advisory channel of the various industries we will target #jeff

  • Boundaries. What won’t be part of the partnership.

2. Roles and Responsibilities

Leadership & Decision-making

  • Who is responsible for which domains:

    • tim product development and design, client support

    • jeff sales, investors

  • Decision rights: unilateral vs consensus vs veto rights.

Workload expectations

  • Hours per week or month.

  • Deliverables and timelines.

  • What happens if one party’s availability changes.

3. Equity Structure

Equity split

  • Exact percentages being discussed and rationale behind them. #tim
    • I want to maintain 51% family ownership
    • We need to discuss who else we need to bring in and how much we will need to surrender in ownership, and how that dilution will be handled
  • How current and future IP is handled

Vesting

  • Vesting schedule (e.g., 4 years, 1-year cliff).
  • Acceleration triggers (e.g., exit, acquisition).
  • Consequences if someone leaves.

Capital contributions

  • Cash contributions, if any.

  • Sweat equity valuation (if relevant). #tim I’ve spent the better part of 2 years developing this solution

  • Treatment of previous work and assets already created.

4. Compensation & Cash Flow

Short-term compensation

  • Salary or draw expectations (even if initially zero).
    • No draw expected for at least the 1st year
    • Hopefully generate enough cash flow to cover expenses by end of year 1
  • Expense reimbursement policy.

Long-term upside

  • Profit sharing.

  • Bonuses tied to milestones.

  • How and when distributions occur.

5. Governance & Operations

Legal structure

  • Corporation vs partnership vs shareholder agreement.
    • Corporation with shareholder agreement
  • Who will be on the board (if any) #tim
    • I don’t think we need a board initially
    • If we bring in any investors, we will require one #jeff

Authority & access

  • Bank accounts and signing authority.
  • Access to code repos, servers, IP, third-party accounts, domains, etc.
  • Rules for spending authority (e.g., anything over CAD 500 requires approval).

6. Intellectual Property

Ownership

  • Who owns current code, designs, content, client lists, etc.
    • Tim owns the code/design at this point
  • Assignment of anything created going forward.

Licensing

  • If one partner is contributing pre-existing IP, what exactly is being licensed and under what conditions.

Exit consequences

  • How IP is handled if someone departs.
  • Buyback or licence-back rules.

7. Milestones, Deliverables, and Accountability

Immediate goals

  • What each partner must produce in the next 30, 60, 90 days.

Tracking

  • How progress is measured.
  • How disagreements on quality or delivery are resolved.

Review cadence

  • Weekly standups, monthly reviews, quarterly strategic resets.

8. Money, Risk, and Survival Planning

Funding

  • Who funds what.
  • External fundraising expectations/limits.
  • Dilution rules.

Downside scenarios

  • What if revenue is slower than expected.
  • What if expenses exceed forecasts.
  • What if one partner needs to pause or exit.

Conflict resolution

  • Mediation/arbitration path.
  • What decisions require formal votes.

9. Exit Scenarios

Voluntary exit

  • Buyout formula (valuation method).
  • Payment terms (e.g., multi-year payout).
  • Non-compete / non-solicit expectations.

Involuntary exit

  • Trigger conditions (misconduct, non-performance, disappearance).

  • Difference in treatment vs voluntary exit.

Event-driven

  • Acquisition or merger: who negotiates, decision thresholds.

  • Bringing in new partners: caps, approval rules.

10. Practical Logistics

Timeline

  • When you will draft and sign the agreement.

  • When equity officially starts vesting.

Lawyer involvement

  • Who drafts.

  • Who pays.

  • What level of formality you both want at this stage.

Documentation

  • What needs to be prepared before the next meeting.

Optional but Useful Topics

These can save you from future headaches:

  • How you will handle personal emergencies or prolonged absences.

  • Succession planning if either partner dies or becomes incapacitated.

  • Social media policy and public-facing representation of the brand.

  • Ownership of personal branding created during the partnership (e.g., videos, courses, blog posts).

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