I successfully pitched a player in an industry about a business idea that offers a novel approach to creating leads in his industry. He presently runs a company that I'll call a "provider of services" and most of the game is in marketing where he competes with other industry players for customers.
I have the business plan (and original idea), am the technical developer, and once launched will staff the operations full-time. The verbal agreement is that he has agreed to invest $XXk over three months ($XX/mo) for marketing while I invest the same amount over the same period of time in sweat equity, building he company, and staffing. Verbally we have agreed to be 50/50 partners.
We have something of a pre-existing relationship as I had done some limited consulting for him -- we like each other, see things similarly, share a vision for the start-up's potential, and work pretty well together. I respect his skills and he respects mine.
We've met a couple of times since the initial pitch to discuss the model from a "devil's advocate perspective" but I don't think that we've broached any area where he's changed or added anything that has made the idea "ours" -- it's still very much as I documented it months before I pitched him.
We're at the point where our respective lawyers are getting involved to create a partnership agreement (as they're calling it, a "term sheet") where we are outlining who does what, who makes what, ect, etc.
The core part of the model is that we're driving leads to our network of other "providers" (like his current company) BUT we'll be driving more of the leads to his company -- a clear interest to him and his investment in this company. He will remain a completely silent partner. The business model and ops are extremely light and agile, and while the total revenue pie isn't huge it's more than enough to be compelling to this first time start-upper, and presents a model that could be applied to myriad other industries.
At this point I am pretty overwhelmed with how to structure the partnership -- in part because I increasingly see his role as being that of an "Angel" and not really as an operational "partner".
Once launched, I will be completely and solely running the day-to-day of the company and while he may be offering industry mentoring, he will continue to run his existing company where he stands to make significantly more revenue from the business my model pushes to him (as well as a cut from his stake in "our" business) than I will from my stake alone (I am ok with this, his business is his business and not mine) -- but should I negotiate a small percentage of the new business I push to him, for example?
I am meeting with my lawyer tomorrow, but any guidance from you sages is much appreciated? Was I a fool for offering 50/50 partnership verbally (I simply don't have that marketing investment upfront)? Did I give away the store? Should I insist on being the "founder" as opposed to being a co-founder with him?
In terms of salary, I expect some subset of FMV as we move into profitability, but should he assume a salary if he's not "working" for the company day-to-day? Should I ask for a small salary from the beginning?
Or, seeing as he's got the start-up capital, should I count my blessings that I have a 50% stake right out of the gate? Can I in good faith present a 51/49 stake or even 60/40 partnership at this point and still maintain trust? It is expected that the company can cover the initial budget that he's investing for marketing by the end of the 90 days... so once his active investment is done and the company can bootstrap the marketing budget on its own is he then only entitled to a percentage of net profit (as well as an agreed upon repayment schedule for his initial investment and my unpaid labor investment)?
Many thanks for all the great questions and answers here!