From 2e5a4187db22e6e95846c79940e081b3779ee3ef Mon Sep 17 00:00:00 2001 From: Charles N Wyble Date: Mon, 23 Dec 2024 16:04:16 -0500 Subject: [PATCH] getting close to code complete Needs spelling / grammar / flow review and a top to bottom reading through. --- DealMemoInput.md | 48 +++++++++++++++++++++++++++++++++++++++--------- 1 file changed, 39 insertions(+), 9 deletions(-) diff --git a/DealMemoInput.md b/DealMemoInput.md index 174698a..a444f5b 100644 --- a/DealMemoInput.md +++ b/DealMemoInput.md @@ -308,26 +308,56 @@ KNEL will provide franchisees use of the KNEL systems as a control/support plane - RackRental.net Operating Company LLC will complete the development of RackRental middleware / backend (micro services). The code will remain proprietary to RackRental.net Operating Company LLC. It will be exposed as micro services for use by franchisees). -- {{PARTY2}} and Known Element Enteprises LLC will jointly complete the deployment , necessary custom development and configuration of signup, payment etc micro services for each ancillary business as needed. +- {{PARTY2}} and Known Element Enteprises LLC will jointly complete the deployment, necessary custom development and configuration of signup, payment etc micro services for each ancillary business as needed. ## Responsibilities and context for {{PARTY2}} -- {{PARTY2}} retains all financial control (bank accounts/third party payment processors) +- {{PARTY2}} will retain all financial control (bank accounts/third party payment processors) of the business. -- {{PARTY2}} will have total control over ThePeerNet/TeamRental/YourDreamNameHere/MerchantsOfHope. They can be closed/opensource, whatever you want. +- {{PARTY2}} will have total control over the: +- Business Plan +- Funding / Fundraising +- Website +- Application +- Customers +- Partners +- Vendors (as long as they don’t provide a service provided by KNEL) (or a negotiated exception is granted) +- Employees +- Contractors +- Licensing of code +- Terms of service +- Pricing +- Executive team +- Series LLC members +- Series LLC operating agreement (other than non override parts from the Turnkey Network Systems LLC operating agreement) +- TSYS Group board committee for the series +- etc -- you want to be a leader, be in the driver seat, put your brand/stamp on everything +for the following businesses: -- you have a deep network of personnel/talent , a deep contact network etc +- TeamRental +- RackRental.net (non Richelle franchises) (close consultation / collaboration / code availability on any development done on the RackRental.net micro services) +- STL (non Richelle franchises) close consultation / collaboration / code availability on any development done on the STL micro services) +- YourDreamNameHere +- MerchantsOfHope +- Redwood Springs Capital Partners (excluding the TopHat Fund) (and any/all other funds that may emerge in the future related to fundraising for Suborbital Systems , HFNOC, HFNFC). +- Ap4ap.org +- sol-calc.com micro service (it will remain under its custom license) -- {{PARTY1}} has no real interest in these “ancillary businesses” but would like to retain a minority silent stake. -- The only thing I ask, is that TSYS Group/Redwood Group and the Non Profits get use of the stack forever at 0 charge (we would pay any actual costs like domain registration of course). (I have an on-premise computer room that will handle all of the heavy compute/storage for all of those companies, so we wouldn’t eat into your margins). +- {{PARTY2}} wants to be a leader, be in the driver seat, put their brand/stamp on everything. + +- {{PARTY2}} has a deep network of personnel/talent , a deep contact network etc to increase the likelihood of success. + +- {{PARTY2}} understands that {{PARTY1}} has no real interest in these ancillary businesses but would like to retain a minority silent stake in exchange for providing the following contributions: + +- brand +- KNEL back office +- this contract +- StartupStarterPackage -- RackRental is pretty core to suborbital, so I would retain development control over it. It’s closed source and would remain so. It has some hefty middleware and backend bits (three racks of gear). Also I have GPU cluster and that needs to remain ITAR controlled. I just don’t want to deal with marketing/sales/go-to-market. -- StartingLineProductions is pretty integral to Suborbital in terms of us using it to manage our R&D overhead. Open to discuss specifics of how that would work. Maybe some kind of multi tenant setup and we have full control of our tenant? ## Shared Responsibilities and context for {{PARTY1}} and {{PARTY2}}