TSYSGroupBOD/TSYSGroup-JointVentureProposal
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TSYSGroup-JointVentureProposal/DealMemo.md

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Joint Venture Proposal between RackRental.net Operating Company LLC and Peter Dudin

Parties to the contract

Party 1: $PARTY1

Party 2: $PARTY2

Broad Terms

For all businesses:

  • $PARTY1 retains all infrastructure control
  • $PARTY2 retains all financial control

For RR

For STL

For YDN

For ap4ap

Timelines and length of deal

  • $PARTY1 expects $PARTY2 to begin sales / marketing / development / fundraising etc efforts forthwith.
  • $PARTY1 expects party 2 to put in meaningful effort to generate revenue.
  • A 180 calendar day period is hereby alloted for development and delivery efforts by party 2 to occur from the date of execution of this contract. If at the end of 180 days any or all of the businesses aren’t delivered or well on the way to delivery, the deal is hereby terminated.
  • Party 2 is not required to provide any particular form / frequency of status updates during the period. Party 2 may elect to provide status updates as they see fit.
  • Party 1 will not provide any financial resources (beyond paying for domain registration and operating the current infrastructure). Any and all expenses will paid for by party 2 as they will be receiving majority revenue share.
  • Once revenue starts flowing, it will be distributed as per this agreement. Not after a profit is turned. Party 1 brings substantial resources to the table (the lab, the building the lab is in etc) and is looking to generate revenue from the asset base via this joint venture.

Party 1 responsibilities and context

  • Known Element Enterprises LLC (KNEL) (the TSYS group management company) (see https://community.turnsys.com/t/tsys-group-taxonomy/64 for an overview of TSYS group) will provide core IT/business infrastructure on the same footing as it provides to other TSYS group businesses. Including marketing website,business intelligence, ERP, marketing, web analytics, backups , monitoring, mailing lists, accounting and other back office functions. This support does NOT include compute / storage / network for customer workloads or data, except for RackRental (at Richelle) and STL (and any franchisees of STL). Franchisees of RackRental and STL must provide compute / storage / network / rentable assets (which would be inherent in the fact that they have capacity in r assets to rent and would have built all that out), but must use the core KNEL IT/business systems as a control plane (for rentals). Also sol-calc compute /storage / network will be provided by KNEL.
  • RackRental.net Operating Company LLC will complete the development of RackRental middleware / backend (micro services). The code will remain proprietary to RackRental. It will be exposed as micro services.
  • RackRental.net Operating Company LLC will complete the development of signup, payment, provisioning micro services for RackRental and STL. The code will be developed as micro services and made available for use by the other businesses.

Party 2 responsibilities and context

  • you want to be a leader, be in the driver seat, put your brand/stamp on everything

  • you have a deep network of personnel/talent , a deep contact network etc

  • Party 1 has no real interest in these “ancillary businesses” but would like to retain a minority silent stake.

Scope of offer

Here are the businesses in scope for this offer and some context on each:

  • TeamRental.net (rental of the overall TSYS backend stack) as turn key server / software stack as a tenant. VPS/cloudron/Backblaze backups. MSRP of 120.00 per month. Cost would be 66.00 (presuming 1tb of backup). The stack is pretty well developed/deployed/tested, the website / business itself is nothing more than a domain and an idea. Should be very straightforward to build out using the KNEL micro services.

  • YourDreamNameHere.com (a business in a box to automate domain/social and back office provisioning) (would cross / up sell TeamRental.net as one of the vendor choices). Otherwise monthly affiliate revenue from SAAS vendors (quickbooks, office or gmail, etc) and a setup fee (I recommend two months of SAAS affiliate revenue as the setup fee). It’s nothing more than a domain and an idea. Should be very straightforward to build out using the KNEL micro services and a low code / no code platform (we have a few available and can spin them up if desired),

  • StartingLineProductions.com (electronics lab / dirty and clean fabrication / kitchen / meeting room rental). Production Launching June 1st and very much built out. Already did alpha and beta testing with live customers.

  • RackRental.net (network test lab rental ). Alpha launching July. Hardware build out done (including power and apron). Early software dev underway, doing heavy dev on RR in June, will be main focus (after finalizing the KNEL micro services ).

  • MerchantsOfHope.org (idea was a freelance site that isn’t horrible like upwork etc has become) (would cross/up sell TeamRental.net). Nothing more than a domain. Completely open field.

  • sol-calc.com (solar calculator I’ve been building as I am doing a custom design / ground mount of 5kw of panels. Very early microservice development underway.

  • You would have total control over TeamRental/YourDreamNameHere/MerchantsOfHope. They can be closed/opensource, whatever you want.

  • For sol-calc, the core micro service is GPLv3. You would have complete control over the branding / pricing etc of the SAAS front end (which is how most people would use it. So few would self host and they wouldn’t have paid anyway). This allows for the community to provide feedback on the algorithm. Could someone take it and launch a competing service ? Sure. Will they? Doubtful. Branding is a thing.

  • 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).

  • 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?