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PARTNERSHIP FOLLOWSPROVEN WORK.

You cannot buy or apply for a Defect Partnership. The conversation opens only after the project and the people have shown enough to justify it.

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What the name means

Defect Partnership is the name of a possible working and ownership arrangement.

It is not automatically a general partnership, equity grant, joint venture, job, contractor agreement, or authority to act for somebody else.

The Partnership Record names the intended legal structure, project entity, founder, CTRLALTDEFECT entity, contributors, and any other party. No Defect Partnership equity or program authority is granted until the required documents and issuance steps are complete. Actual legal status follows the relationship and applicable law.

How the conversation opens

  1. 1

    The project earns an Advance.

    An Advance opens planning. It does not hand out ownership.

  2. 2

    The relationship proves itself.

    A founder shows continued contribution. A contributor shows sustained, accepted work on the record. Nobody earns the conversation through status, money, or attendance.

  3. 3

    The Partnership Review Lead extends an invitation.

    The Project Build Lead may recommend the conversation, but the Partnership Review Lead checks the contribution record, project need, conflicts, and authority before inviting it. The invitation starts a negotiation. It does not commit the founder, contributor, project, or CTRLALTDEFECT to a deal.

How the conversation opens

  1. 4

    Every named party reads the proposal.

    Questions and requested changes go on the record. Nobody has to accept terms that do not work.

  2. 5

    Everyone signs or no Defect Partnership deal forms.

    If the terms are not accepted, existing agreements either continue or end under their own rules. No one owes new work simply because a conversation happened. Actual legal status can still follow conduct and applicable law.

What the Partnership Record settles

Before anyone signs, the Partnership Record has to answer seven plain questions: Who owns what? Who does what? How is money paid? Who decides? Who owns the work and IP? What happens when somebody leaves? What can the ten-month review change?

What the Partnership Record settles

Formation and ownership

TopicWhat must be written
The parties and entityExact legal names, the project company or other structure, effective date, and authority to sign
OwnershipWhat interest exists, the fully diluted cap table, reserved pool, issuance steps, dilution, and financing treatment
Vesting and repurchaseWhat vests, when it vests, any cliff, what stops vesting, and any signed repurchase or buyback rights

What the Partnership Record settles

Work and economics

TopicWhat must be written
Roles and timeWho owns each result, expected availability, authority, accountability, and what happens when capacity changes
Cash and deferred compensationAmounts, payer, timing, acceptance conditions, taxes, what is deferred, and what happens if cash never arrives

What the Partnership Record settles

Work and economics

TopicWhat must be written
Revenue and distributionsWhich entity receives revenue, which approved costs and taxes come first, when distributions may occur, and who can inspect the accounts
Expenses and capitalWho can authorize spending, who pays, reimbursement rules, ownership of purchased assets, and whether any contribution changes ownership

What the Partnership Record settles

Decisions and delivery

TopicWhat must be written
Decisions and deadlockDay-to-day authority, voting thresholds, reserved matters, conflicts, deadlock process, and who cannot decide alone
Work and IPPre-existing work, new work, open-source and third-party material, assignment or licenses, data, domains, repositories, and credentials
Milestones and proofThe result, due date, evidence, acceptance authority, change process, and consequence of a miss

What the Partnership Record settles

Change and exit

TopicWhat must be written
Withdrawal and removalNotice, cause, cure rights, role changes, access handoff, treatment of vested and unvested interests, and protection against retroactive punishment
Exit and shutdownBuyout or valuation method, payment timing, customer duties, debt, taxes, transition work, asset return, licenses, confidentiality, and surviving restrictions
Ten-month reviewWhen the clock starts, who participates, what information everyone receives, possible outcomes, and what happens if no amendment is signed

How money works

  • Before the first sale or payment, a signed project agreement names the seller or merchant of record, receiving account, refunds, chargebacks, taxes, approved-cost priority, reporting, and allocation of remaining revenue. No one collects project money through a personal account unless the agreement expressly names that account and its responsibilities.
  • A business earns revenue through the legal entity and accounts named in its agreements. The record states which costs, taxes, reserves, recoupment, and approved obligations are paid before any distribution.
  • CTRLALTDEFECT’s own ownership, recoupment of named costs or advances, fee, or revenue participation is never automatic. It appears in the same signed economics everyone else sees.

How money works

  • Equity can become worthless. Deferred compensation can remain unpaid only when a lawful agreement makes payment contingent and the condition never happens. Nonwaivable pay rules still control. The risk, trigger, priority, and remedy must be written before anyone accepts that bargain.
  • Nobody personally guarantees project debt unless that person signs a separate, explicit guarantee after receiving appropriate advice.

The ten-month review

Ten months in, everybody has to earn month eleven.

The clock starts on the Partnership Record’s effective date unless that record names another date.

This is a required operating review, not an automatic cliff, forfeiture, renewal, or termination. Before the review, every named party receives the milestone, contribution, financial, role, and risk information that person is entitled to receive under the agreement.

The ten-month review

The written outcome is: continue under the current terms, amend by signed agreement, arrange a clean continuation without one or more parties, pause, or end under the existing exit terms.

If no amendment is signed, the current agreement remains in force unless that agreement already says otherwise. Nobody can invent a new penalty because the review became difficult.

What survives change

  • A record of accepted work remains part of the history. Payment, credit, licenses, equity, repurchase rights, and other interests survive according to the controlling agreement and applicable law. Silence or a missing term does not erase an accrued or nonwaivable right.
  • Vested equity can remain vested and still be worth nothing. It may also remain subject to repurchase, transfer, tax, or other terms already signed.
  • When a project ends, the existing signed exit terms decide control of code, domains, files, equipment, accounts, customer obligations, data, debts, and credentials. The exit record documents the handoff, remaining approved payments, and the access each person keeps to their own records.

What survives change

  • The Partnership Record must say which project assets return to or stay licensed to the founder if the relationship ends. That protection cannot be used in bad faith to erase somebody else’s accepted work, vested interest, approved pay, or rights already granted in writing.
  • Clean does not mean painless or profitable. It means the process was agreed before anybody needed the door.

PARTNERSHIP BEGINS WITH CONTRIBUTION.

Contribution starts with one of two paths.

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