{"schemaVersion":"1.0","corpusVersion":"2026-08-26.1","updatedAt":"2026-08-26","canonicalUrl":"https://adoraos.com/startup-navigator/corpus","title":"Adora Startup Navigator — Canonical Corpus","publisher":{"name":"Adora AI","url":"https://adoraos.com"},"status":"Working candidate for public review; not founder-locked or professional advice.","purpose":"The complete canonical source for Startup Navigator questions, artifact definitions, section structure, profile terminology, and stage-aware scoring context. Human learning articles may explain individual sections, but this corpus is the authoritative complete source.","reviewInstructions":["Cite the stable question ID or exact artifact name for every finding.","Separate factual corrections from editorial suggestions and optional additions.","Review for accuracy, readability, accessibility, ambiguity, duplication, missing examples, missing artifacts, and stage appropriateness.","Identify compound questions that should be separated, but preserve the original text in the finding.","Do not treat model ratings as consensus or final authority; they are an attributable independent review lane.","Return proposed changes rather than silently rewriting the corpus."],"methodology":{"structure":"12 diligence folders containing themes, questions, and the artifacts that can evidence answers.","scoreMeaning":"Scores run from 0 to 100 in increments of 5. A higher score means the question or artifact is more likely to be needed under that condition. Combined need in the interactive Navigator is the lowest selected condition score.","profileRule":"Instrument and round are single-select. Operating conditions may overlap; for example, paid presales can make a startup both pre-launch and in-revenue.","ratingProvenance":{"ratedBy":"Grok 4.6","lane":"grok","status":"Independent model lane, not consensus."}},"counts":{"folders":12,"themes":32,"questions":141,"artifacts":198,"profileTerms":10},"profileTerms":[{"id":"unpriced","label":"Unpriced","group":"instrument","hint":"Money is invested without setting a price per share or final company valuation today. A SAFE or convertible note usually converts into equity in a later priced round, often using a valuation cap or discount."},{"id":"priced","label":"Priced","group":"instrument","hint":"The company and investors agree on a valuation and price per share now. Investors buy equity in this financing, with ownership and rights documented at closing."},{"id":"preProduct","label":"Pre-product","group":"operating","hint":"There is not yet a usable or demonstrable product. Research, designs, prototypes, or manual service work may still exist."},{"id":"preLaunch","label":"Pre-launch","group":"operating","hint":"The product is not generally available to its intended market. Private tests, pilots, a waitlist, or paid presales may still exist."},{"id":"preRevenue","label":"Pre-revenue","group":"operating","hint":"The company has not yet booked customer revenue. It may still have free users, pilots, letters of intent, or an audience."},{"id":"inRevenue","label":"In-revenue","group":"operating","hint":"The company has booked customer revenue. It can still be pre-launch if that revenue comes from pilots or presales; revenue metrics apply only when enough data exists."},{"id":"preSeed","label":"Pre-seed","group":"round","hint":"The earliest outside funding stage, usually used to validate the problem, team, market, and first product. Founders, angels, accelerators, SAFEs, and notes are common."},{"id":"seed","label":"Seed","group":"round","hint":"Funding used to prove repeatable customer demand and strengthen the product, team, and go-to-market motion after initial validation."},{"id":"seriesAB","label":"Series A & B","group":"round","hint":"Institutional equity rounds used to prove and then scale a working business. Series A usually emphasizes repeatability; Series B emphasizes efficient expansion."},{"id":"seriesC","label":"Series C+","group":"round","hint":"Later-stage funding for major expansion, new markets, acquisitions, or preparation for a public offering, with deeper operating history and controls expected."}],"sections":[{"id":"01","name":"Corporate & Entity","purpose":"Who this company legally is.","themes":[{"id":"1.1","name":"Identity, Formation & Standing","note":null,"artifactNames":["certificate of formation","operating agreement or bylaws","EIN letter","good-standing certificates","foreign qualifications","org chart","business licenses","domain records"],"questions":[{"id":"ENT-01","text":"What is the company's legal and public identity, entity form, jurisdiction, formation state, principal location, domains, and tax identity?","rating":{"spec":{"id":"ENT-01","kind":"question","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"ENT-02","text":"What entities, subsidiaries, affiliates, SPVs, assets, contracts, IP, and customer relationships sit inside this company and this investment?","rating":{"spec":{"id":"ENT-02","kind":"question","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"ENT-03","text":"Where does the company legally exist, where is it allowed to operate, is it current on the cheap annual chores that keep that true, and where does it actually work or plan to work? Form when other people's money is in, when a customer or user could sue you, or when a bank, campus, landlord, or processor will not deal with a human. An LLC can carry you through pre-seed; a priced round that issues shares almost always needs a C-corp — form or convert then, and a pre-seed check can pay for the LLC until that day. Delaware is common for that C-corp, not required — Nevada, Wyoming, Texas, Florida, and home state are all real. A good-standing certificate is pulled when someone asks.","rating":{"spec":{"id":"ENT-03","kind":"question","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}}]},{"id":"1.2","name":"History, Perimeter & Related Parties","note":null,"artifactNames":["entity timeline","prior-entity assignment records","related-party and intercompany agreements","founder loan documents","conflict disclosures","board approvals"],"questions":[{"id":"ENT-04","text":"What is the company's complete operating history, including founding, pauses, pivots, prior businesses, financings, hard periods, and the continuity between them?","rating":{"spec":{"id":"ENT-04","kind":"question","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"ENT-05","text":"What is explicitly inside and outside this company and this investment, and why do the included activities belong in one company?","rating":{"spec":{"id":"ENT-05","kind":"question","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"ENT-06","text":"What related parties, adjacent ventures, shared resources, founder commitments, loans, payments, opportunities, and allocation policies exist?","rating":{"spec":{"id":"ENT-06","kind":"question","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}}]}],"artifacts":[{"name":"board approvals","kind":"PRIMARY","definition":"Written consent or minutes for a specific action (form, raise, grant, bank). Founders can do this from day one as the only directors. A formal board pack and investor directors are a priced-round or institutional-seed thing, not a friends SAFE.","questionIds":["ENT-04","ENT-05","ENT-06"],"boilerplateCandidate":false,"rating":{"spec":{"id":"board approvals","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"business licenses","kind":"PRIMARY","definition":"Government-issued permits authorizing the company to operate in a given jurisdiction or industry.","questionIds":["ENT-01","ENT-02","ENT-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"business licenses","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"certificate of formation","kind":"PRIMARY","definition":"The state-filed paper that creates the legal person — articles for a corporation, certificate of formation for an LLC. It is situational. You can stay unformed until risk or a counterparty forces it. You can form a cheap LLC and use a pre-seed check to pay for that. A priced round that issues shares almost always needs a C-corp — that is when many companies convert or form the C-corp, as soon as the seed priced close is real. A SAFE does not require that C-corp the way issuing stock does. Delaware is common for the C-corp path, not a moral default.","questionIds":["ENT-01","ENT-02","ENT-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"certificate of formation","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"conflict disclosures","kind":"PRIMARY","definition":"Written statements from founders, officers, or directors naming any outside interest that could conflict with the company's interests.","questionIds":["ENT-04","ENT-05","ENT-06"],"boilerplateCandidate":false,"rating":{"spec":{"id":"conflict disclosures","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"domain records","kind":"PRIMARY","definition":"Proof of ownership and registration details for the company's web domains.","questionIds":["ENT-01","ENT-02","ENT-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"domain records","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"EIN letter","kind":"PRIMARY","definition":"The IRS confirmation letter assigning the company's federal tax ID number.","questionIds":["ENT-01","ENT-02","ENT-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"EIN letter","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"entity timeline","kind":"POSITION","definition":"A synthesized history of the company's legal entity — formation date, name changes, conversions, and any predecessor entities — in one narrative.","questionIds":["ENT-04","ENT-05","ENT-06"],"boilerplateCandidate":false,"rating":{"spec":{"id":"entity timeline","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"foreign qualifications","kind":"PRIMARY","definition":"Registrations authorizing the company to do business in states other than where it was formed.","questionIds":["ENT-01","ENT-02","ENT-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"foreign qualifications","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"founder loan documents","kind":"PRIMARY","definition":"Records of any money founders personally lent to the company, with terms and repayment status.","questionIds":["ENT-04","ENT-05","ENT-06"],"boilerplateCandidate":false,"rating":{"spec":{"id":"founder loan documents","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"beneficial ownership information filing","kind":"PRIMARY","definition":"The federal filing identifying the individuals who ultimately own or control the company, submitted to FinCEN under the Corporate Transparency Act rather than to the state where the entity was formed. It is separate from the cap table and from state annual reports, and reporting obligations and deadlines have changed more than once since the rule took effect, so current scope should be confirmed with counsel rather than assumed. Founders commonly miss it because nothing in the formation packet prompts it and no annual state filing covers it.","questionIds":["ENT-01","ENT-02","ENT-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"beneficial ownership information filing","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"good-standing certificates","kind":"PRIMARY","definition":"State-issued proof you are current on filings and fees. Form the company when risk starts: other people's money, a customer or user who could sue, or a counterparty that requires an entity. Until then, none is complete. After you form, stay current (annual report, franchise tax) — that is cheap and not Series A. The certificate PDF is pulled when a bank, campus, landlord, or investor asks. Collecting certificates before anyone asks is theater.","questionIds":["ENT-01","ENT-02","ENT-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"good-standing certificates","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"operating agreement or bylaws","kind":"PRIMARY","definition":"The internal governing document: an LLC uses an operating agreement; a C-corp uses bylaws. They are not the same form. Boilerplate is a start, not the decisions. Walk it section by section: what this section is, what variants exist for this entity and this round, and which choices you actually have to make. Two non-traditional provisions worth deciding on purpose, with counsel: (1) a values clawback — if a holder violates the company's principles in a way that is legally enforced (civil or criminal, clearly that violation), the company can buy the ownership back at the last strike price, even if that strike is a year old, so they do not keep last year's growth, they do not get a choice, and they leave; (2) a divorce / family-split buyout at fair market value so an ex-spouse can be compensated without becoming a shareholder or capturing future growth. Neither is standard. Most startups never see the decision until it is too late. A form dump is not done. Counsel still drafts the operative language.","questionIds":["ENT-01","ENT-02","ENT-03"],"boilerplateCandidate":true,"rating":{"spec":{"id":"operating agreement or bylaws","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"org chart","kind":"POSITION","definition":"A diagram of who reports to whom and how the team is structured.","questionIds":["ENT-01","ENT-02","ENT-03","PPL-03","PPL-04","PPL-05","PPL-06","PPL-07","PPL-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"org chart","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"prior-entity assignment records","kind":"PRIMARY","definition":"Documents showing that a predecessor entity's assets, IP, and obligations were properly assigned to the current company.","questionIds":["ENT-04","ENT-05","ENT-06"],"boilerplateCandidate":false,"rating":{"spec":{"id":"prior-entity assignment records","kind":"artifact","folder":1,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"related-party and intercompany agreements","kind":"PRIMARY","definition":"Contracts between the company and its founders, insiders, or affiliated entities, disclosed so investors can see any non-arm's-length terms.","questionIds":["ENT-04","ENT-05","ENT-06"],"boilerplateCandidate":false,"rating":{"spec":{"id":"related-party and intercompany 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today, what does that cost, and what evidence shows the problem is real and worth paying to solve?","rating":{"spec":{"id":"STR-02","kind":"question","folder":2,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"STR-03","text":"Who is the user, beneficiary, buyer, budget owner, payer, champion, blocker, and ideal customer profile?","rating":{"spec":{"id":"STR-03","kind":"question","folder":2,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"STR-11","text":"What is the smallest complete and valuable business if the broadest vision, acquisitions, hardware, or physical ecosystem never arrives?","rating":{"spec":{"id":"STR-11","kind":"question","folder":2,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}}]},{"id":"2.2","name":"Market, Timing & Expansion","note":null,"artifactNames":["bottom-up market model with sources","industry reports","procurement research","expansion plan"],"questions":[{"id":"STR-04","text":"What are TAM, SAM, SOM, and the reachable near-term market, using a bottom-up method with explicit assumptions and sources?","rating":{"spec":{"id":"STR-04","kind":"question","folder":2,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"STR-05","text":"Why is this possible and urgent now, what non-consensus or earned insight supports it, and what could close the window?","rating":{"spec":{"id":"STR-05","kind":"question","folder":2,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"STR-06","text":"How is the market structured, who controls distribution and procurement, and does the category exhibit network, scale, or winner-take-most effects?","rating":{"spec":{"id":"STR-06","kind":"question","folder":2,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"STR-12","text":"Which customer segments, geographies, government markets, or adjacent use cases will the company enter, in what order, and why?","rating":{"spec":{"id":"STR-12","kind":"question","folder":2,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"2.3","name":"Competition, Moat & Roadmap","note":null,"artifactNames":["competitive matrix","win/loss records","switching-cost evidence","product roadmap","partnership agreements"],"questions":[{"id":"STR-07","text":"Who are the direct, indirect, internal-build, do-nothing, and adjacent alternatives, and how does the company compare?","rating":{"spec":{"id":"STR-07","kind":"question","folder":2,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"STR-08","text":"When someone can do what you do as well as you do it — or the thing that used to be hard becomes cheap — what is left, and what is already proven today (distribution, switching cost, data, workflow, relationships, learning)?","rating":{"spec":{"id":"STR-08","kind":"question","folder":2,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"STR-09","text":"What happens if a specific, well-resourced player ships the same capability — who are they, and what do you do the week they do it?","rating":{"spec":{"id":"STR-09","kind":"question","folder":2,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"STR-10","text":"What is the wedge, what is deliberately out of scope, what milestones and roadmap follow, and who controls scope expansion?","rating":{"spec":{"id":"STR-10","kind":"question","folder":2,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}}]}],"artifacts":[{"name":"bottom-up market model with sources","kind":"POSITION","definition":"A market-size estimate built up from real, cited numbers (units × price × addressable buyers) rather than a top-down percentage-of-a-big-number guess.","questionIds":["STR-04","STR-05","STR-06","STR-12"],"boilerplateCandidate":false,"rating":{"spec":{"id":"bottom-up market model with sources","kind":"artifact","folder":2,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"competitive matrix","kind":"POSITION","definition":"A side-by-side comparison of the company against named competitors on the dimensions that actually matter to buyers.","questionIds":["STR-07","STR-08","STR-09","STR-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"competitive matrix","kind":"artifact","folder":2,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"discovery notes","kind":"PRIMARY","definition":"Raw notes from real conversations with prospective customers, capturing what they said in their own words.","questionIds":["STR-01","STR-02","STR-03","STR-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"discovery notes","kind":"artifact","folder":2,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"expansion plan","kind":"POSITION","definition":"The company's stated plan for growing into new markets, segments, or geographies.","questionIds":["STR-04","STR-05","STR-06","STR-12"],"boilerplateCandidate":false,"rating":{"spec":{"id":"expansion plan","kind":"artifact","folder":2,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"ICP definition","kind":"POSITION","definition":"Who actually buys. The fastest way to find out at the idea stage is the first hundred conversations, and an ask: will you put down $50, $100, or $1,000 to reserve a place as one of the first customers? Who says yes is the ICP. Who is polite and disappears is not. The money is a signal to keep building or to have more conversations — it is not revenue and it is not a partnership.","questionIds":["STR-01","STR-02","STR-03","STR-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"ICP definition","kind":"artifact","folder":2,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"industry reports","kind":"PRIMARY","definition":"Third-party research reports about the company's market, used as external validation for sizing and trends.","questionIds":["STR-04","STR-05","STR-06","STR-12"],"boilerplateCandidate":false,"rating":{"spec":{"id":"industry reports","kind":"artifact","folder":2,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"partnership agreements","kind":"PRIMARY","definition":"A signed agreement with a partner — distribution, technology, or co-marketing. A conversation is not this. A proof of concept is the step before this: a small test case, a prototype in their hands, a yes or no. Do not write \"strategic partnership\" until there is a POC or a signature.","questionIds":["STR-07","STR-08","STR-09","STR-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"partnership agreements","kind":"artifact","folder":2,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"positioning one-pager","kind":"POSITION","definition":"A single page stating how the company describes itself, its category, and why it wins — the internal source of truth for messaging.","questionIds":["STR-01","STR-02","STR-03","STR-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"positioning one-pager","kind":"artifact","folder":2,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"problem validation","kind":"POSITION","definition":"Evidence — interviews, data, requests — that the problem the company solves is real and painful enough for people to pay to fix.","questionIds":["STR-01","STR-02","STR-03","STR-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"problem validation","kind":"artifact","folder":2,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"procurement research","kind":"POSITION","definition":"Research into how target customers actually buy: who approves, what the process looks like, what blocks a purchase.","questionIds":["STR-04","STR-05","STR-06","STR-12"],"boilerplateCandidate":false,"rating":{"spec":{"id":"procurement research","kind":"artifact","folder":2,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"product roadmap","kind":"POSITION","definition":"The company's planned sequence of future product work.","questionIds":["STR-07","STR-08","STR-09","STR-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"product roadmap","kind":"artifact","folder":2,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"falsification tests and stop rules","kind":"POSITION","definition":"A written statement of what would prove the company's core thesis wrong, by when, and what the company will do about it. 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If AI is the product, this folder is a headline, not a subsection of product.","themes":[{"id":"4.1","name":"Model Strategy, Quality & Governance","note":null,"artifactNames":["model inventory","provider agreements","eval sets and results","model cards","red-team reports","AI governance policy","inference cost analysis","inference cost history","take-or-pay commitments"],"questions":[{"id":"AI-01","text":"How do you use AI in this business today, where will a competitor use it if you do not, and what is the plan so that speed does not accrue only to them? 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A spreadsheet forecast is not this row.","rating":{"spec":{"id":"AI-06","kind":"question","folder":4,"gate":"product","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":70,"preLaunch":60,"preRevenue":80,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"4.2","name":"Data Rights & Provenance","note":null,"artifactNames":["data flow map","data licensing agreements","training-use terms","consent architecture","provenance/lineage design","DPAs"],"questions":[{"id":"DATA-01","text":"What data enters, leaves, persists, or is derived; where did it come from; who owns it; and what contractual, statutory, consent, and purpose rights attach?","rating":{"spec":{"id":"DATA-01","kind":"question","folder":4,"gate":"product","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":70,"preLaunch":85,"preRevenue":90,"inRevenue":90,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"DATA-02","text":"May customer, employee, user, public, licensed, or synthetic data train or improve models, and how are consent, opt-out, revocation, deletion, and provider settings enforced?","rating":{"spec":{"id":"DATA-02","kind":"question","folder":4,"gate":"product","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":70,"preLaunch":60,"preRevenue":80,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"DATA-03","text":"When AI is in a decision or a number, can you defend it — sources, versions, who ran the step, and how you catch a wrong output (a policy, a second check, or a human)?","rating":{"spec":{"id":"DATA-03","kind":"question","folder":4,"gate":"product","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":20,"preLaunch":60,"preRevenue":50,"inRevenue":70,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}}]}],"artifacts":[{"name":"AI governance policy","kind":"POSITION","definition":"The company's written 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Same trigger family as a pentest: first enterprise security review, SOC prep, or a launch that holds sensitive data. Not a pre-seed homework item. If you do not ship AI, this row is not applicable.","questionIds":["AI-01","AI-02","AI-03","AI-04","AI-05","AI-06"],"boilerplateCandidate":false,"rating":{"spec":{"id":"red-team reports","kind":"artifact","folder":4,"gate":"launch","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"take-or-pay commitments","kind":"PRIMARY","definition":"Contracts that commit the company to pay for a minimum amount of AI compute or usage, whether or not it's used.","questionIds":["AI-01","AI-02","AI-03","AI-04","AI-05","AI-06"],"boilerplateCandidate":false,"rating":{"spec":{"id":"take-or-pay commitments","kind":"artifact","folder":4,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"training-use terms","kind":"PRIMARY","definition":"The contractual terms governing whether a data source or provider may use the company's data to train their own models.","questionIds":["DATA-01","DATA-02","DATA-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"training-use terms","kind":"artifact","folder":4,"gate":"product","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":65,"preRevenue":70,"inRevenue":85,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"05","name":"Intellectual Property","purpose":"The smallest tab, kept separate: investors look for an IP folder, and here IP is thesis material.","themes":[{"id":"5.1","name":"Portfolio, Title & Obligations","note":null,"artifactNames":["patent filings and prosecution records","invention assignments","prior-entity IP assignment","FTO opinion","open-source scan","trademark registrations","license agreements","trade-secret register"],"questions":[{"id":"IP-01","text":"What patents, applications, trade secrets, trademarks, copyrights, data rights, and other IP exist, what do they cover, and does the company own them?","rating":{"spec":{"id":"IP-01","kind":"question","folder":5,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"IP-02","text":"Do founder, employee, contractor, advisor, customer, partner, university, and joint-development agreements assign background IP, improvements, feedback, derivatives, and work product correctly?","rating":{"spec":{"id":"IP-02","kind":"question","folder":5,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"IP-03","text":"What freedom-to-operate, open-source, AI-generated-code, third-party licence, in-licensed IP, royalty, escrow, residuals, and source-availability obligations exist?","rating":{"spec":{"id":"IP-03","kind":"question","folder":5,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"IP-04","text":"How are trade secrets designated and protected, and what registration, renewal, watch, enforcement, confidentiality, and loss-of-rights posture exists for brand and confidential IP?","rating":{"spec":{"id":"IP-04","kind":"question","folder":5,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}}]}],"artifacts":[{"name":"FTO opinion","kind":"PRIMARY","definition":"Counsel's written view that shipping this product is unlikely to infringe someone else's patent. Informal landscape search can happen at seed. A formal FTO opinion is expensive (often tens of thousands) and is usually a launch or Series A / crowded-field ask, not pre-seed homework. None is honest until you are about to ship into a patent-thick market or an investor requires it.","questionIds":["IP-01","IP-02","IP-03","IP-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"FTO opinion","kind":"artifact","folder":5,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"invention assignments","kind":"PRIMARY","definition":"The instrument investors will ask for is an assignment of IP into the company. They ask because whoever then controls the company owns the work. This glossary teaches a different grant: the founders keep title and assign to the company - not to the investors - a perpetual, exclusive license to use the IP in the business. The company can build, sell, and hire on that license. The investors never hold the title. If the investors do not respect the founders, the founders can leave and take the IP to another company; that walk-away is the balance against a company being taken out from under the people who made it. The hook must not fire on ordinary succession. A founder who steps out of the CEO seat, or who is replaced for missed, pre-agreed performance, is not being disrespected - the license stays with the company so employees and customers are not held hostage. The hook fires on expropriation: removal without cause, a hostile recap, stripping founder economics, or breach of the values the parties signed. Folder 12 (mission lock) points at this grant rather than inventing a second hook. That pairing is what makes operational handover possible. Employees and later technical hires still sign a written instrument at the start of the relationship; contractors are governed by that instrument, not by employment default. State statutes (California Labor Code section 2870 and comparable) still limit how far any claim can reach into work done on personal time without company resources.","questionIds":["IP-01","IP-02","IP-03","IP-04"],"boilerplateCandidate":true,"rating":{"spec":{"id":"invention assignments","kind":"artifact","folder":5,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"license agreements","kind":"PRIMARY","definition":"Agreements where the company licenses IP to someone else, or licenses someone else's IP for its own use.","questionIds":["IP-01","IP-02","IP-03","IP-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"license agreements","kind":"artifact","folder":5,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"NDA templates","kind":"PRIMARY","definition":"The standard confidentiality agreement signed before sharing non-public information with an outside party. Comes in one-way form (only one side discloses) and mutual form (both sides do); mutual is the normal choice when both parties will exchange information. A template covers the ordinary case only — scope, term, carve-outs, and any treatment of intellectual property or license rights are negotiated per deal and need counsel.","questionIds":["IP-01","IP-02","IP-03","IP-04"],"boilerplateCandidate":true,"rating":{"spec":{"id":"NDA templates","kind":"artifact","folder":5,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"prior-employer and outside-engagement IP clearance","kind":"PRIMARY","definition":"Evidence that no former employer, university, accelerator, client, or side engagement has a claim on the company's core IP. Most employment agreements assign inventions made during employment, sometimes reaching work done on personal time if it touches the employer's field or used their resources. Founders who built early versions while still employed elsewhere may have transferred ownership without realizing it. Clearance typically means the founder's prior agreements, any required notice or waiver, and a dated record of what was built when and on whose equipment. This is a title problem rather than a paperwork problem: unresolved, it means the company may not own what it is selling.","questionIds":["IP-01","IP-02","IP-03","IP-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"prior-employer and outside-engagement IP clearance","kind":"artifact","folder":5,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"open-source scan","kind":"PRIMARY","definition":"An automated scan of the codebase's open-source dependencies and their license obligations.","questionIds":["IP-01","IP-02","IP-03","IP-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"open-source scan","kind":"artifact","folder":5,"gate":"product","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":65,"preRevenue":70,"inRevenue":85,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"patent filings and prosecution records","kind":"PRIMARY","definition":"The company's patent applications and the full history of their review by the patent office.","questionIds":["IP-01","IP-02","IP-03","IP-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"patent filings and prosecution records","kind":"artifact","folder":5,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"prior-entity IP assignment","kind":"PRIMARY","definition":"Proof that IP created under a predecessor entity was properly transferred to the current company.","questionIds":["IP-01","IP-02","IP-03","IP-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"prior-entity IP assignment","kind":"artifact","folder":5,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"trade-secret register","kind":"PRIMARY","definition":"An internal inventory of what the company treats as a trade secret — specific know-how protected by staying confidential rather than being patented.","questionIds":["IP-01","IP-02","IP-03","IP-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"trade-secret register","kind":"artifact","folder":5,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"trademark registrations","kind":"PRIMARY","definition":"Registered name or mark, or an intent-to-use filing once the name is actually chosen. File when the name is stable and you intend to use it in commerce — often around go-to-market, not at the idea napkin. None is fine while the name is still changing.","questionIds":["IP-01","IP-02","IP-03","IP-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"trademark registrations","kind":"artifact","folder":5,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}}]},{"id":"06","name":"Customers & Commercial","purpose":"How the company makes money, and whether it holds.","themes":[{"id":"6.1","name":"Revenue Model, Contracts & Delivery","note":null,"artifactNames":["price list","MSA/order form/SOW templates","executed contracts","SLA terms","implementation playbook","partnership and reseller agreements"],"questions":[{"id":"COM-01","text":"How does the company make money; what is priced, packaged, contracted, and passed through; and what evidence shows pricing power?","rating":{"spec":{"id":"COM-01","kind":"question","folder":6,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"COM-07","text":"What distinguishes a conversation, a proof of concept, a pilot, a paid contract, production, renewal, and expansion — and what makes each successful or terminal? A proof of concept is a small, structured test: a prototype in their hands, a defined test case, and a yes or no. It is not a coffee. It is also fine not to have one yet: if you cannot tell an ideal customer what the product is, that is the work, not a missing signature. Pre-seed can be the technical story plus the first hundred conversations and a reservation ask. Seed is when you can tell the ICP what it is and run a POC. Series A is signed relationships and a motion you can repeat. You can also ask a customer to help build it — first year of subscription, credit as an early backer — without calling that a partnership or booked revenue.","rating":{"spec":{"id":"COM-07","kind":"question","folder":6,"gate":"launch","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":20,"preLaunch":15,"preRevenue":40,"inRevenue":90,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"COM-11","text":"What material customer and partner contract terms exist, including term, renewal, termination, SLA, credits, indemnity, liability, IP, data, exclusivity, MFN, assignment, and change of control?","rating":{"spec":{"id":"COM-11","kind":"question","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":20,"preLaunch":15,"preRevenue":40,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"COM-12","text":"What onboarding, implementation, integration, training, support, success coverage, TCO, time-to-value, and ongoing service burden does each customer require?","rating":{"spec":{"id":"COM-12","kind":"question","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":20,"preLaunch":15,"preRevenue":40,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"COM-13","text":"What strategic partnerships, alliances, channels, reseller, or distribution relationships exist, and do they survive the person who introduced them leaving? A conversation is not a partnership. Count one when there is a proof of concept or a signature. None is a complete answer.","rating":{"spec":{"id":"COM-13","kind":"question","folder":6,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"6.2","name":"Customers, Traction & References","note":null,"artifactNames":["customer list with status","logo permissions","invoices and collections","reference list and consent","win/loss notes","churn analysis"],"questions":[{"id":"COM-02","text":"Who are the customers, users, pilots, partners, prospects, and former customers, and what is the exact status of each relationship?","rating":{"spec":{"id":"COM-02","kind":"question","folder":6,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"COM-03","text":"What is current traction, using definitions that reconcile logos, contracts, deployments, usage, bookings, invoices, collections, and revenue?","rating":{"spec":{"id":"COM-03","kind":"question","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":20,"preLaunch":15,"preRevenue":40,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"COM-10","text":"Which customers, former customers, employees, investors, vendors, and partners are referenceable, and may a reviewer select and contact them unmoderated?","rating":{"spec":{"id":"COM-10","kind":"question","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":20,"preLaunch":15,"preRevenue":40,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"COM-14","text":"What do win/loss, rejection, churn, support, and early-customer evidence show, and what did the company change in product, ICP, pricing, or pitch as a result?","rating":{"spec":{"id":"COM-14","kind":"question","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":20,"preLaunch":15,"preRevenue":40,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"6.3","name":"Pipeline, Go-to-Market & Retention","note":null,"artifactNames":["CRM pipeline export","GTM plan","sales-cycle analysis","cohort model","metric definitions","concentration analysis"],"questions":[{"id":"COM-04","text":"What are the first conversations — toward a hundred — with people who might be the customer: who was asked to put money down to reserve a place, who said yes, and what happens next? That money is signal, not revenue. A CRM with stages and probabilities is what the list becomes later, not the starting ask.","rating":{"spec":{"id":"COM-04","kind":"question","folder":6,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"COM-05","text":"What is the go-to-market motion, channel mix, demand-generation model, and degree of repeatability without the founder?","rating":{"spec":{"id":"COM-05","kind":"question","folder":6,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"COM-06","text":"What are sales-cycle, pilot-to-paid, procurement, security-review, contracting, and expansion conversion rates and timing?","rating":{"spec":{"id":"COM-06","kind":"question","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":20,"preLaunch":15,"preRevenue":40,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"COM-08","text":"What are GRR, NRR, logo retention, churn, expansion, and product usage by cohort, with frozen definitions, who produces each number, and whether someone else can reproduce it?","rating":{"spec":{"id":"COM-08","kind":"question","folder":6,"gate":"revenue","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":10,"preLaunch":10,"preRevenue":0,"inRevenue":70,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"id":"COM-09","text":"What customer, revenue, receivable, channel, pricing, exclusivity, custom-engineering, and strategic-partner concentration exists?","rating":{"spec":{"id":"COM-09","kind":"question","folder":6,"gate":"revenue","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":10,"preLaunch":10,"preRevenue":0,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]}],"artifacts":[{"name":"churn analysis","kind":"HYBRID","definition":"An analysis of how many customers leave, how fast, and why. Can be written once now, or connected to a CRM/billing source later so the figure stays live.","questionIds":["COM-02","COM-03","COM-10","COM-14"],"boilerplateCandidate":false,"rating":{"spec":{"id":"churn analysis","kind":"artifact","folder":6,"gate":"revenue","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":80,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"cohort model","kind":"POSITION","definition":"A model tracking groups of customers who started at the same time, to see how their behavior or revenue changes over time.","questionIds":["COM-04","COM-05","COM-06","COM-08","COM-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"cohort model","kind":"artifact","folder":6,"gate":"revenue","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":80,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"concentration analysis","kind":"POSITION","definition":"An analysis of how much revenue comes from the company's largest customers — the risk of depending too heavily on a few accounts.","questionIds":["COM-04","COM-05","COM-06","COM-08","COM-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"concentration analysis","kind":"artifact","folder":6,"gate":"revenue","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"CRM pipeline export","kind":"PRIMARY","definition":"The living list of who is in motion. Early on this is a notebook or a sheet: name, what you asked, what they did. A CRM export is the same list after the motion is real. Do not buy a CRM to look ready. Do not put probabilities on conversations.","questionIds":["COM-04","COM-05","COM-06","COM-08","COM-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"CRM pipeline export","kind":"artifact","folder":6,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"customer list with status","kind":"PRIMARY","definition":"Everyone you have a relationship with, and the honest status of each: conversation, asked, reserved a place, proof of concept, paid, former, passed. The first hundred conversations belong here. A reservation is not a customer. A conversation is not a partner.","questionIds":["COM-02","COM-03","COM-10","COM-14"],"boilerplateCandidate":false,"rating":{"spec":{"id":"customer list with status","kind":"artifact","folder":6,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"executed contracts","kind":"PRIMARY","definition":"The actual signed customer contracts.","questionIds":["COM-01","COM-07","COM-11","COM-12","COM-13"],"boilerplateCandidate":false,"rating":{"spec":{"id":"executed contracts","kind":"artifact","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"GTM plan","kind":"POSITION","definition":"Go-to-market plan — the company's stated strategy for reaching and acquiring customers.","questionIds":["COM-04","COM-05","COM-06","COM-08","COM-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"GTM plan","kind":"artifact","folder":6,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"implementation playbook","kind":"POSITION","definition":"The step-by-step process used to onboard and set up a new customer.","questionIds":["COM-01","COM-07","COM-11","COM-12","COM-13"],"boilerplateCandidate":false,"rating":{"spec":{"id":"implementation playbook","kind":"artifact","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"invoices and collections","kind":"PRIMARY","definition":"Records of invoices sent and payments collected or overdue.","questionIds":["COM-02","COM-03","COM-10","COM-14"],"boilerplateCandidate":false,"rating":{"spec":{"id":"invoices and collections","kind":"artifact","folder":6,"gate":"revenue","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"logo permissions","kind":"PRIMARY","definition":"Written permission from named customers to use their name or logo publicly in case studies, on the website, or in pitch materials.","questionIds":["COM-02","COM-03","COM-10","COM-14"],"boilerplateCandidate":false,"rating":{"spec":{"id":"logo permissions","kind":"artifact","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"metric definitions","kind":"POSITION","definition":"Precise definitions of how the company calculates its own metrics — what counts as \"active,\" how churn is measured — so numbers can be trusted and compared.","questionIds":["COM-04","COM-05","COM-06","COM-08","COM-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"metric definitions","kind":"artifact","folder":6,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"MSA/order form/SOW templates","kind":"PRIMARY","definition":"The standard contract templates used with customers: Master Service Agreement, order form, statement of work.","questionIds":["COM-01","COM-07","COM-11","COM-12","COM-13"],"boilerplateCandidate":true,"rating":{"spec":{"id":"MSA/order form/SOW templates","kind":"artifact","folder":6,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"partnership and reseller agreements","kind":"PRIMARY","definition":"A contract with someone who sells or distributes for the company. Same rule as any partnership: conversation is not this; a proof of concept or a signature is.","questionIds":["COM-01","COM-07","COM-11","COM-12","COM-13"],"boilerplateCandidate":false,"rating":{"spec":{"id":"partnership and reseller agreements","kind":"artifact","folder":6,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"price list","kind":"PRIMARY","definition":"The company's current pricing.","questionIds":["COM-01","COM-07","COM-11","COM-12","COM-13"],"boilerplateCandidate":false,"rating":{"spec":{"id":"price list","kind":"artifact","folder":6,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"reference list and consent","kind":"PRIMARY","definition":"Customers willing to speak with investors as references, with their consent on record.","questionIds":["COM-02","COM-03","COM-10","COM-14"],"boilerplateCandidate":false,"rating":{"spec":{"id":"reference list and consent","kind":"artifact","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"sales-cycle analysis","kind":"POSITION","definition":"An analysis of how long deals take to close and where they tend to stall.","questionIds":["COM-04","COM-05","COM-06","COM-08","COM-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"sales-cycle analysis","kind":"artifact","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"SLA terms","kind":"PRIMARY","definition":"Service-level commitments made to customers, such as uptime or response time.","questionIds":["COM-01","COM-07","COM-11","COM-12","COM-13"],"boilerplateCandidate":false,"rating":{"spec":{"id":"SLA terms","kind":"artifact","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"win/loss notes","kind":"PRIMARY","definition":"Notes from specific sales opportunities explaining why the company won or lost.","questionIds":["COM-02","COM-03","COM-10","COM-14"],"boilerplateCandidate":false,"rating":{"spec":{"id":"win/loss notes","kind":"artifact","folder":6,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"07","name":"Team & Organization","purpose":"Who the people are, on what terms, and what happens if one leaves.","themes":[{"id":"7.1","name":"Founders & Leadership","note":null,"artifactNames":["founder bios and CVs","prior-company verification","operating cadence documentation","reference contact list","background checks"],"questions":[{"id":"PPL-01","text":"Who are the founders, what is their verified history, qualifications, prior outcomes, domain insight, and unique fitness for this company?","rating":{"spec":{"id":"PPL-01","kind":"question","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"PPL-02","text":"Why are the founders doing this, what is their commitment and intended tenure, what personal cost is sustainable, and what would make them leave?","rating":{"spec":{"id":"PPL-02","kind":"question","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"PPL-09","text":"How does the executive operating model work in practice, including domains, cadence, tie-breaking, delegation, firing authority, and founder critical-path dependence?","rating":{"spec":{"id":"PPL-09","kind":"question","folder":7,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"PPL-10","text":"How did the founders and leaders come together, how do they disagree and change their minds, and what evidence shows the team can operate under stress?","rating":{"spec":{"id":"PPL-10","kind":"question","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"PPL-11","text":"What checks or references have actually been run, and what issues exist? Institutional seed and Series A often ask on founders. A friends raise usually does not. Key-hire checks start when you hire. None is complete until someone required one or you chose to run one.","rating":{"spec":{"id":"PPL-11","kind":"question","folder":7,"gate":"none","instrument":"priced_up","band":"seed"},"scores":{"unpriced":30,"priced":85,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"7.2","name":"Organization, Employment & Continuity","note":"People-state rule: current, fractional, interim, committed-future, conditional, and departed relationships are represented separately and truthfully. A signed future start is not a current role.","artifactNames":["roster with employment status","offer letters and employment agreements","contractor and EOR agreements","PIIA coverage log","org chart","hiring plan","compensation bands"],"questions":[{"id":"PPL-03","text":"Who works for the company, in what role and reporting line, at what allocation, location, start date, and employment or service status?","rating":{"spec":{"id":"PPL-03","kind":"question","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"PPL-04","text":"Are workers correctly classified and compliant across W-2, 1099, EOR, immigration, wage/hour, leave, benefits, and jurisdictional obligations?","rating":{"spec":{"id":"PPL-04","kind":"question","folder":7,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"PPL-05","text":"Has every founder, employee, contractor, and relevant advisor signed current confidentiality, invention-assignment, acceptable-use, and security agreements?","rating":{"spec":{"id":"PPL-05","kind":"question","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"PPL-06","text":"Which roles are missing, what is the sequence, and what must be true before a first hire? Before that hire the options are a co-founder, an advisor, a paid project (contractor or student capstone), a school-sponsored intern, a studio or agency on an SOW, or a fractional operator. A volunteer at a for-profit is usually not a safe category. A founder is not a hire.","rating":{"spec":{"id":"PPL-06","kind":"question","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"PPL-07","text":"What are salary, bonus, equity, benefits, severance, commission, compensation philosophy, pay-equity, and retention arrangements?","rating":{"spec":{"id":"PPL-07","kind":"question","folder":7,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"PPL-08","text":"What key-person dependencies and succession risks exist, and what happens if a founder or critical leader becomes unavailable?","rating":{"spec":{"id":"PPL-08","kind":"question","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}}]}],"artifacts":[{"name":"background checks","kind":"PRIMARY","definition":"A check that was actually run. Institutional seed and Series A often ask on founders. A friends raise usually does not. Key-hire checks start when you hire, not when you raise. None is complete until someone required it or you chose to run one.","questionIds":["PPL-01","PPL-02","PPL-09","PPL-10","PPL-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"background checks","kind":"artifact","folder":7,"gate":"none","instrument":"priced_up","band":"seed"},"scores":{"unpriced":30,"priced":85,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"compensation bands","kind":"POSITION","definition":"The company's defined salary ranges by role and level.","questionIds":["PPL-03","PPL-04","PPL-05","PPL-06","PPL-07","PPL-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"compensation bands","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"contractor and EOR agreements","kind":"PRIMARY","definition":"A written deal for a defined project or a defined period — including a student paid by the project and an EOR when you need someone in a place you have no entity. Pay the project, own the scope, get the IP license or assignment in the same paper. This is how most companies get help before a first hire. It is not a volunteer waiver and it is not an offer letter.","questionIds":["PPL-03","PPL-04","PPL-05","PPL-06","PPL-07","PPL-08"],"boilerplateCandidate":true,"rating":{"spec":{"id":"contractor and EOR agreements","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"key-person risk and continuity plan","kind":"POSITION","definition":"A written assessment of what the company loses if a specific person becomes unavailable, and what happens next. The exposures are distinct and each needs its own answer. Knowledge concentration: what only one person understands, and whether it is written down anywhere. Access concentration: who holds production credentials, the domain registrar, the code signing keys, the bank login, the cloud root account - and whether anyone else can reach them. Relationship concentration: customers, investors, or partners who are loyal to a person rather than the company. Authority concentration: who can sign, hire, or move money if that person is gone. The triggers also differ and should not be collapsed - a founder who dies, becomes incapacitated, resigns, is terminated for cause, or divorces (marital property claims can reach founder shares in community property states) each produce different outcomes under different documents. Deadlock is a related failure: two founders at fifty-fifty with no tiebreak can freeze the company without anyone leaving. Mitigations include documented runbooks, credential escrow and a second administrator, key-person insurance payable to the company, succession designation, and drag-along or buy-sell provisions.","questionIds":["PPL-01","PPL-02","PPL-09","PPL-10","PPL-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"key-person risk and continuity plan","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"founder bios and CVs","kind":"PRIMARY","definition":"Founders' professional backgrounds and history.","questionIds":["PPL-01","PPL-02","PPL-09","PPL-10","PPL-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"founder bios and CVs","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"hiring plan","kind":"POSITION","definition":"What help you need, in order, and which path you will use before a first hire: co-founder, advisor, project-based contractor, student / school capstone, intern, agency, or fractional. The first hire is the first person you put on an offer letter because the work is an ongoing job, not a project. Until then, name the path — do not leave people in a fog between \"friend\" and \"employee.\"","questionIds":["PPL-03","PPL-04","PPL-05","PPL-06","PPL-07","PPL-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"hiring plan","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"founder commitment and outside-activity disclosure","kind":"PRIMARY","definition":"A written statement of how each founder actually spends their working time, including whether they are full-time on the company, what other employment, consulting, board seats, or ventures they hold, and what would have to change for them to go full-time. It should also name any outside commitment that could compete for attention, create a conflict, or give a third party a claim on work product. This is not a loyalty test - part-time founders are normal before funding - but the answer must be explicit, because a founder discovered to be splitting time undisclosed is treated as a disclosure failure rather than a scheduling one. The same document names each founder's best-use. Founder is an identity. CEO is a job, and for most people it is not a fun one. The default is that the founder stays in the work they are actually for - the bleeding edge, the craft, the advocacy, the thing that made the company exist - and an operator runs the company. That is the right-fit conversation, not a fight, and it is better for the founder's mental health, the company, and everyone around both. The rare founder who is a great operator and wants the CEO seat is a win for everyone; that seat is then tied to a published scoreboard agreed before the raise. If they are not that operator, nobody has to be talked out of a throne. They were never supposed to sit in it. Stepping into best-use is not a demotion and does not take the IP, the founder economics, or the license the company holds. Founder is also not a prize for early help. If the work is something anyone could be paid to do, they are a helper — contractor, student, intern, advisor — and they go on the roster as that, with the IP instrument. They are not a founder. Saying so is respect for the people who actually are. Tell them early, in those words, and put the relationship on paper. Hiding them, or inflating them, is how the real founding team gets diluted and the helper gets a story that will not hold.","questionIds":["PPL-01","PPL-02","PPL-09","PPL-10","PPL-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"founder commitment and outside-activity disclosure","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"offer letters and employment agreements","kind":"PRIMARY","definition":"The paper that creates an employee: ongoing role, pay, and the start of W-2 / payroll duties. This is the first hire. A contractor, intern on a school project, advisor, or founder does not get this document. If the work is a job with no end date, this is the instrument. If the work is a project, use a contractor or school agreement instead.","questionIds":["PPL-03","PPL-04","PPL-05","PPL-06","PPL-07","PPL-08"],"boilerplateCandidate":true,"rating":{"spec":{"id":"offer letters and employment agreements","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"operating cadence documentation","kind":"POSITION","definition":"How the company runs itself day to day — meeting rhythms, planning cycles, decision-making process.","questionIds":["PPL-01","PPL-02","PPL-09","PPL-10","PPL-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"operating cadence documentation","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"PIIA coverage log","kind":"PRIMARY","definition":"A tracked record of who has signed a Proprietary Information and Inventions Assignment agreement, and who hasn't.","questionIds":["PPL-03","PPL-04","PPL-05","PPL-06","PPL-07","PPL-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"PIIA coverage log","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"prior-company verification","kind":"PRIMARY","definition":"Confirmation that founders' claimed prior work history and titles are accurate.","questionIds":["PPL-01","PPL-02","PPL-09","PPL-10","PPL-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"prior-company verification","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"reference contact list","kind":"PRIMARY","definition":"People who can speak to the founders' or team's track record, for investor reference checks.","questionIds":["PPL-01","PPL-02","PPL-09","PPL-10","PPL-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"reference contact list","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"roster with employment status","kind":"PRIMARY","definition":"Who is in the work, in honest states: current, fractional, interim, committed-future, conditional, departed. A signed future start is not a current role. Founders are on this list and they are not hires. Everyone else who is helping is on this list too, with what they actually are: advisor, paid project / contractor, student on a school project, intern, agency/SOW, fractional. A friend you are already paying to code is a contractor, not a volunteer. Unpaid \"volunteers\" at a for-profit are usually a classification problem, not a category. Bands and a handbook are not this list.","questionIds":["PPL-03","PPL-04","PPL-05","PPL-06","PPL-07","PPL-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"roster with employment status","kind":"artifact","folder":7,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}}]},{"id":"08","name":"Financials","purpose":"The numbers, where they come from, and whether they can be trusted.","themes":[{"id":"8.1","name":"Liquidity, Runway & Working Capital","note":null,"artifactNames":["bank statements","burn and runway model","AR/AP aging","lease and purchase commitments"],"questions":[{"id":"FIN-01","text":"What are current cash, restricted cash, gross and net burn, committed obligations, runway, financing dependencies, and scenario outcomes as of a named date?","rating":{"spec":{"id":"FIN-01","kind":"question","folder":8,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"FIN-05","text":"What are accounts receivable, aging, bad debt, accounts payable, accrued liabilities, inventory, deferred items, working capital, current ratio, and quick ratio?","rating":{"spec":{"id":"FIN-05","kind":"question","folder":8,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"FIN-11","text":"What capex, deposits, inventory, leases, purchase obligations, take-or-pay commitments, equipment, and long-term resource commitments exist?","rating":{"spec":{"id":"FIN-11","kind":"question","folder":8,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"8.2","name":"Revenue, Statements & Books","note":null,"artifactNames":["financial statements by period","GL export","revenue recognition policy","accountant engagement","audit or review report","unit-economics model"],"questions":[{"id":"FIN-02","text":"What are revenue, ARR/MRR, bookings, billings, collections, ACV/TCV, deferred revenue, and recognition policies, and how do they reconcile?","rating":{"spec":{"id":"FIN-02","kind":"question","folder":8,"gate":"revenue","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":10,"preLaunch":10,"preRevenue":0,"inRevenue":70,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"id":"FIN-03","text":"What do historical and current P&L, balance sheet, cash-flow statement, bank records, and general ledger show by entity and period?","rating":{"spec":{"id":"FIN-03","kind":"question","folder":8,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"FIN-04","text":"Can you produce an honest picture of the money on a cadence you can repeat? Founder-kept books are enough until the motion is real. A monthly close you can finish in days is the meter to start before Series A if an institution will rely on the numbers. An audit or QoE is the A process, not pre-seed.","rating":{"spec":{"id":"FIN-04","kind":"question","folder":8,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"FIN-06","text":"What are COGS, gross margin, contribution margin, service burden, infrastructure/model cost, and margin by product, customer, cohort, and deployment type?","rating":{"spec":{"id":"FIN-06","kind":"question","folder":8,"gate":"revenue","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":10,"preLaunch":10,"preRevenue":0,"inRevenue":70,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"id":"FIN-07","text":"What are fully loaded CAC, payback, retention inputs, expansion, LTV, sales efficiency, and burn multiple, who produces each number, and whether someone else can reproduce it?","rating":{"spec":{"id":"FIN-07","kind":"question","folder":8,"gate":"revenue","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":10,"preLaunch":10,"preRevenue":0,"inRevenue":70,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}}]},{"id":"8.3","name":"Forecast, Use of Funds, Tax & Fund Controls","note":null,"artifactNames":["financial model with assumptions","plan-vs-actual history","use-of-proceeds budget","tax returns and filing confirmations","payroll tax records","fund segregation policy"],"questions":[{"id":"FIN-08","text":"What is the integrated forecast, model horizon, scenario set, operating assumptions, sensitivities, milestones, and historical variance to plan?","rating":{"spec":{"id":"FIN-08","kind":"question","folder":8,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"FIN-09","text":"What is the path to profitability, self-financing, and cash-flow break-even, and which assumptions or external events must hold?","rating":{"spec":{"id":"FIN-09","kind":"question","folder":8,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"FIN-10","text":"What is the use-of-proceeds budget by amount, entity, workstream, milestone, timing, contingency, and financing scenario?","rating":{"spec":{"id":"FIN-10","kind":"question","folder":8,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"FIN-12","text":"What federal, state, local, international, payroll, sales/use, franchise, income, R&D-capitalization, and nexus tax positions and filings exist?","rating":{"spec":{"id":"FIN-12","kind":"question","folder":8,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"FIN-13","text":"What distributions, dividends, repurchases, redemptions, shareholder payments, founder loans, reimbursements, or other value transfers have occurred or are permitted?","rating":{"spec":{"id":"FIN-13","kind":"question","folder":8,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"FIN-14","text":"How are restricted, grant, program, debt, customer, or investor funds segregated, approved, traced, reported, and reconciled to their permitted uses?","rating":{"spec":{"id":"FIN-14","kind":"question","folder":8,"gate":"none","instrument":"any","band":"park"},"scores":{"unpriced":0,"priced":5,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":0,"preSeed":0,"seed":5,"seriesAB":15,"seriesC":35}}}]}],"artifacts":[{"name":"accountant engagement","kind":"PRIMARY","definition":"The agreement with an outside bookkeeper or accountant. Learn to manage the company's money yourself first. Paying an accountant long before launch or real money in the business is usually waste — same shape as buying a 409A at $0. None is enough while a founder can show the bank and an honest simple P&L. Engage help when the books are a job you are failing, when payroll or tax filings you cannot do yourself start, or when someone else must rely on the numbers. A bookkeeper is not an audit. An audit or review is Series A or later.","questionIds":["FIN-02","FIN-03","FIN-04","FIN-06","FIN-07"],"boilerplateCandidate":false,"rating":{"spec":{"id":"accountant engagement","kind":"artifact","folder":8,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"AR/AP aging","kind":"PRIMARY","definition":"Accounts receivable and accounts payable aging — how much money is owed to the company and by the company, broken out by how overdue it is.","questionIds":["FIN-01","FIN-05","FIN-11"],"boilerplateCandidate":false,"rating":{"spec":{"id":"AR/AP aging","kind":"artifact","folder":8,"gate":"revenue","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"audit or review report","kind":"PRIMARY","definition":"An outside accountant's review or audit of the statements. This is Series A or later, sometimes waived even then. It is not a bookkeeper and not founder-kept books. 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An unpriced SAFE does not by itself prove shares, units, stockholders, or a cap table.","artifactNames":["cap table","stock/unit ledger","equity incentive plan","grant agreements","vesting schedules","board consents authorizing issuance","pro-forma conversion model"],"questions":[{"id":"CAP-01","text":"What ownership interests have actually been authorized, issued, promised, reserved, repurchased, cancelled, or remain unissued, and who holds them?","rating":{"spec":{"id":"CAP-01","kind":"question","folder":9,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"CAP-03","text":"What founder, employee, advisor, and service-provider equity, vesting, option-pool, grant, exercise, expiration, repurchase, and approval terms apply?","rating":{"spec":{"id":"CAP-03","kind":"question","folder":9,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"CAP-08","text":"How will existing and proposed instruments convert or dilute under modeled financing, option-pool, recapitalization, redemption, exit, and downside scenarios?","rating":{"spec":{"id":"CAP-08","kind":"question","folder":9,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}}]},{"id":"9.2","name":"Instruments, Financing History & Debt","note":null,"artifactNames":["executed SAFEs and notes","warrant agreements","side letters","prior round documents","loan and security agreements","UCC search results","lien releases"],"questions":[{"id":"CAP-02","text":"What SAFEs, notes, warrants, preferred rights, side letters, redemption, withdrawal, MFN, pro-rata, ROFR/ROFO, voting, and other instruments or special rights exist?","rating":{"spec":{"id":"CAP-02","kind":"question","folder":9,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"CAP-04","text":"What financing has been raised, from whom, on what dates and instruments, for what amount and use, and what happened to the capital?","rating":{"spec":{"id":"CAP-04","kind":"question","folder":9,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"CAP-10","text":"What have you borrowed, what is pledged, and what would a lien search show? None is complete if you have never taken debt. A UCC search is homework when you have (or are taking) debt, or priced-round counsel asks.","rating":{"spec":{"id":"CAP-10","kind":"question","folder":9,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"9.3","name":"Current Round & Investor Rights","note":"Round status, allocations, negotiation asks, and closing choreography are transaction overlay, not durable company truth.","artifactNames":["instrument template","term sheet","valuation support and comparables","subscription documents","closing checklist","investor rights summary"],"questions":[{"id":"CAP-05","text":"What instrument is being offered now, by which entity, for what raise size, price/cap, discount, interest, maturity, closing mechanics, and material terms?","rating":{"spec":{"id":"CAP-05","kind":"question","folder":9,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"CAP-06","text":"What is the current round status, including lead, committed, signed, wired, soft-circled, minimum close, allocation, dependencies, timing, and closing risks?","rating":{"spec":{"id":"CAP-06","kind":"question","folder":9,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"CAP-07","text":"What evidence, comparable set, methodology, independent input, milestones, assets, traction, and risk support the offered price, cap, or valuation?","rating":{"spec":{"id":"CAP-07","kind":"question","folder":9,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"CAP-09","text":"What rights does this check actually get? A standard SAFE is conversion math, maybe pro-rata. It is not a board seat and not an NVCA pack. If you granted extra rights in a side letter, say so. Full information, observer, and protective rights are priced-round paper unless you already promised them.","rating":{"spec":{"id":"CAP-09","kind":"question","folder":9,"gate":"none","instrument":"priced_up","band":"seed"},"scores":{"unpriced":30,"priced":85,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"CAP-11","text":"How can a holder realize a return, what conversion, distribution, secondary, redemption, acquisition, IPO, wind-down, loss, and time-horizon outcomes are possible?","rating":{"spec":{"id":"CAP-11","kind":"question","folder":9,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"CAP-12","text":"What follow-on capital, reserves, milestones, ownership targets, signal risk, and next-round requirements are expected after this financing?","rating":{"spec":{"id":"CAP-12","kind":"question","folder":9,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}}]}],"artifacts":[{"name":"board consents authorizing issuance","kind":"PRIMARY","definition":"Board approval specifically authorizing the company to issue new equity or convertible instruments.","questionIds":["CAP-01","CAP-03","CAP-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"board consents authorizing issuance","kind":"artifact","folder":9,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"cap table","kind":"PRIMARY","definition":"The record of who has a claim on the company, and what that claim is. An unpriced SAFE does not issue stock, create stockholders, or prove a cap table. NOT_ISSUED is a complete, honest answer. On a SAFE-only company the real document is an instrument and promises register - who holds which SAFE or note, at what cap and discount, plus anyone promised equity off-paper - and a pro-forma showing what those instruments convert into if a priced round happens. Calling that a stockholder table teaches the wrong object. After stock is actually issued, the cap table becomes the ownership table: authorized, issued, promised, reserved, and unissued, by holder. The stock ledger underneath is the transaction history of issued shares; it does not exist as a live book until shares exist.","questionIds":["CAP-01","CAP-03","CAP-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"cap table","kind":"artifact","folder":9,"gate":"none","instrument":"priced_up","band":"early"},"scores":{"unpriced":30,"priced":85,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"closing checklist","kind":"POSITION","definition":"The list of steps and documents required to complete a financing round.","questionIds":["CAP-05","CAP-06","CAP-07","CAP-09","CAP-11","CAP-12"],"boilerplateCandidate":false,"rating":{"spec":{"id":"closing checklist","kind":"artifact","folder":9,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"equity incentive plan","kind":"PRIMARY","definition":"The board-and-stockholder-adopted plan that authorizes a pool and the rules every grant inherits. Adopt the plan when you are about to grant options or restricted stock under a pool — often at C-corp formation or just before first hire equity — not as Series A wallpaper. ISO treatment needs stockholder approval within 12 months of board adoption. The plan is not the grant. Expanding the pool at a priced round is a negotiated pre-money term.","questionIds":["CAP-01","CAP-03","CAP-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"equity incentive plan","kind":"artifact","folder":9,"gate":"none","instrument":"priced_up","band":"early"},"scores":{"unpriced":30,"priced":85,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"executed SAFEs and notes","kind":"PRIMARY","definition":"The signed SAFE (Simple Agreement for Future Equity) or convertible note agreements from prior fundraising.","questionIds":["CAP-02","CAP-04","CAP-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"executed SAFEs and notes","kind":"artifact","folder":9,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"grant agreements","kind":"PRIMARY","definition":"The paper that grants equity to one named person under the plan. Requires a plan in place and a strike at or above then-current FMV if it is an option. That FMV is the 409A lock: a defensible number (priced close or a year of actuals), not par. Promised-but-unpapered grants are a common diligence defect. The 90-day post-termination exercise window is the term people miss.","questionIds":["CAP-01","CAP-03","CAP-08"],"boilerplateCandidate":true,"rating":{"spec":{"id":"grant agreements","kind":"artifact","folder":9,"gate":"none","instrument":"priced_up","band":"early"},"scores":{"unpriced":30,"priced":85,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"founder restricted stock and repurchase rights","kind":"PRIMARY","definition":"The agreement under which founders buy their shares outright at formation, subject to the company's right to repurchase the unvested portion if they leave. This is distinct from an option grant: the founder owns the stock immediately and it is taken back rather than earned forward, which is why it is called reverse vesting. Founders who hold fully vested stock from day one are the single most common blocker to an early round, because a co-founder can depart in month two and keep everything, leaving the remaining team diluted and the cap table effectively dead. Investors routinely require reverse vesting be imposed before funding. It is also the instrument the 83(b) election attaches to.","questionIds":["CAP-01","CAP-03","CAP-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"founder restricted stock and repurchase rights","kind":"artifact","folder":9,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"vesting schedules","kind":"PRIMARY","definition":"The schedule by which a person earns their equity over time instead of owning it outright on day one. The market standard is four years with a one-year cliff: nothing vests until the first anniversary, then the first quarter vests at once and the rest accrues monthly. The cliff exists so someone who leaves in month three keeps nothing. Two acceleration variants matter and are often confused: single-trigger vests on a sale of the company, double-trigger vests only if the company is sold AND the person is terminated afterward. Investors strongly prefer double-trigger because single-trigger lets a team walk away rich the day an acquirer arrives. Vesting applies both to employee grants and, separately and more importantly at formation, to founder stock.","questionIds":["CAP-01","CAP-03","CAP-08"],"boilerplateCandidate":true,"rating":{"spec":{"id":"vesting schedules","kind":"artifact","folder":9,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"instrument template","kind":"PRIMARY","definition":"The blank template version of the financing instrument being used for the current round — e.g., a standard SAFE form — before any investor-specific terms are filled in.","questionIds":["CAP-05","CAP-06","CAP-07","CAP-09","CAP-11","CAP-12"],"boilerplateCandidate":true,"rating":{"spec":{"id":"instrument template","kind":"artifact","folder":9,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"investor rights summary","kind":"POSITION","definition":"What this raise actually gives the holder, in plain language. A standard SAFE: conversion math, maybe pro-rata if you granted it. No board seat, no NVCA pack. A priced round: prefs, protective provisions, information rights, maybe a seat. Write down what you promised. Do not invent Series A rights on a friends SAFE.","questionIds":["CAP-05","CAP-06","CAP-07","CAP-09","CAP-11","CAP-12"],"boilerplateCandidate":false,"rating":{"spec":{"id":"investor rights summary","kind":"artifact","folder":9,"gate":"none","instrument":"priced_up","band":"seed"},"scores":{"unpriced":30,"priced":85,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"lien releases","kind":"PRIMARY","definition":"Documents confirming any lien against company assets has been released or paid off.","questionIds":["CAP-02","CAP-04","CAP-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"lien releases","kind":"artifact","folder":9,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"loan and security agreements","kind":"PRIMARY","definition":"Loan agreements and any related agreements that give a lender a security interest in company assets.","questionIds":["CAP-02","CAP-04","CAP-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"loan and security agreements","kind":"artifact","folder":9,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"prior round documents","kind":"PRIMARY","definition":"The full document set from the company's previous financing rounds.","questionIds":["CAP-02","CAP-04","CAP-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"prior round documents","kind":"artifact","folder":9,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"pro-forma conversion model","kind":"POSITION","definition":"A model showing how the cap table changes once outstanding SAFEs or notes convert to equity.","questionIds":["CAP-01","CAP-03","CAP-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"pro-forma conversion model","kind":"artifact","folder":9,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"side letters","kind":"PRIMARY","definition":"Any additional agreements with specific investors that sit alongside the main financing documents.","questionIds":["CAP-02","CAP-04","CAP-10"],"boilerplateCandidate":true,"rating":{"spec":{"id":"side letters","kind":"artifact","folder":9,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"stock/unit ledger","kind":"PRIMARY","definition":"The transaction-by-transaction book of shares or units issued, transferred, or cancelled. It records issued equity, not SAFEs and not verbal promises. On an unpriced SAFE there are typically no issued shares, so the honest state is empty or not opened - not a missing file. Open it when stock is actually issued. Until then the living record is the instrument and promises register, and the conversion picture lives in the pro-forma, not in this ledger.","questionIds":["CAP-01","CAP-03","CAP-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"stock/unit ledger","kind":"artifact","folder":9,"gate":"none","instrument":"priced_forced","band":"always"},"scores":{"unpriced":15,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"subscription documents","kind":"PRIMARY","definition":"The paperwork an investor signs to actually purchase into the round.","questionIds":["CAP-05","CAP-06","CAP-07","CAP-09","CAP-11","CAP-12"],"boilerplateCandidate":false,"rating":{"spec":{"id":"subscription documents","kind":"artifact","folder":9,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"term sheet","kind":"PRIMARY","definition":"The document setting out the proposed terms of the financing round before final legal documents are drafted.","questionIds":["CAP-05","CAP-06","CAP-07","CAP-09","CAP-11","CAP-12"],"boilerplateCandidate":false,"rating":{"spec":{"id":"term sheet","kind":"artifact","folder":9,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"UCC search results","kind":"PRIMARY","definition":"A public-records search for liens on the company's assets. Homework when you have (or are taking) debt, or a priced-round counsel asks. None is complete if you have never borrowed and no one has filed. Do not run one to decorate a SAFE data room.","questionIds":["CAP-02","CAP-04","CAP-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"UCC search results","kind":"artifact","folder":9,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"valuation support and comparables","kind":"POSITION","definition":"The reasoning and comparable-company data used to support the round's valuation.","questionIds":["CAP-05","CAP-06","CAP-07","CAP-09","CAP-11","CAP-12"],"boilerplateCandidate":false,"rating":{"spec":{"id":"valuation support and comparables","kind":"artifact","folder":9,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"undocumented equity promises register","kind":"PRIMARY","definition":"A written record of every equity expectation that exists in someone's mind but not on paper: a verbal promise to an early contributor, an advisor told they would be taken care of, a contractor who believes they were working for points, a co-founder conversation that ended without documents. The register lists the person, what they believe they were promised, whether anything was signed, and the company's position. An empty register is a complete answer if it is honestly complete. These claims surface after money arrives rather than before, which is why the register is more valuable than the cap table for finding them.","questionIds":["CAP-01","CAP-03","CAP-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"undocumented equity promises register","kind":"artifact","folder":9,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"warrant agreements","kind":"PRIMARY","definition":"Agreements granting the right to purchase equity at a set price in the future.","questionIds":["CAP-02","CAP-04","CAP-10"],"boilerplateCandidate":true,"rating":{"spec":{"id":"warrant agreements","kind":"artifact","folder":9,"gate":"none","instrument":"priced_up","band":"seed"},"scores":{"unpriced":30,"priced":85,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"10","name":"Governance & Controls","purpose":"Who decides, who checks, and what gets reported.","themes":[{"id":"10.1","name":"Board, Decision Rights & Reporting","note":null,"artifactNames":["board consents and minutes","voting agreements","protective provisions","observer agreements","information rights terms","historical investor updates"],"questions":[{"id":"GOV-01","text":"Who governs this company today? Founders as the only directors is a complete pre-seed answer. A formal board, committees, and investor seats arrive with a priced round or an institution that required them. A SAFE does not create a board seat. Observer rights, if any, belong to a lead and should be few.","rating":{"spec":{"id":"GOV-01","kind":"question","folder":10,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"GOV-02","text":"Who holds voting, veto, protective, budget, debt, lien, issuance, sale, mission, compensation, hiring/firing, and tie-breaking authority?","rating":{"spec":{"id":"GOV-02","kind":"question","folder":10,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"GOV-03","text":"What did you promise to send, and how often? A human update to friends-and-family is enough on a small SAFE. Quarterly numbers for a large SAFE lead can be reasonable. Monthly packs, inspection, and audit rights are priced-round terms. Write down whatever you promised.","rating":{"spec":{"id":"GOV-03","kind":"question","folder":10,"gate":"none","instrument":"priced_up","band":"seed"},"scores":{"unpriced":30,"priced":85,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"GOV-05","text":"Who can check, remove, replace, or overrule a founder or executive, and how do continuity, incapacity, deadlock, misconduct, and crisis procedures work?","rating":{"spec":{"id":"GOV-05","kind":"question","folder":10,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"GOV-09","text":"What is the investor/holder reporting cadence, who owns it, and how accurate were prior forecasts, milestones, claims, and disclosures versus later outcomes?","rating":{"spec":{"id":"GOV-09","kind":"question","folder":10,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"10.2","name":"Approvals, Conflicts, Controls & Commitments","note":null,"artifactNames":["delegation of authority matrix","conflict disclosures and register","internal control documentation","corporate policies","charter provisions locking commitments"],"questions":[{"id":"GOV-04","text":"What approvals, consents, notices, formalities, and records are required before material corporate, financing, related-party, compensation, or strategic actions?","rating":{"spec":{"id":"GOV-04","kind":"question","folder":10,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"GOV-06","text":"What actual or potential conflicts exist among founders, directors, advisors, investors, affiliates, customers, employers, portfolios, and counterparties, and how are they disclosed and managed?","rating":{"spec":{"id":"GOV-06","kind":"question","folder":10,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"GOV-07","text":"What financial, operational, security, model, disclosure, data, and document controls exist, who owns each, and who is allowed to make a claim from them?","rating":{"spec":{"id":"GOV-07","kind":"question","folder":10,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"id":"GOV-08","text":"What code of conduct, whistleblower, ethics, records, approval, delegation, anti-retaliation, and policy-governance framework exists?","rating":{"spec":{"id":"GOV-08","kind":"question","folder":10,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"id":"GOV-10","text":"How are mission, refusal, customer, impact, purpose, benefit, and other founder commitments governed through new financing, board changes, sale, IPO, or new control? A slide is not a lock. A SAFE is not a lock. A PBC stamp is not a lock. This glossary teaches a signed acceptance of mission, vision, and values with the check, real language in the operating agreement or charter, and the IP license already written — not a second hook. The wrong investors will push back. That pushback is the screen working. If you have no such commitment, none is a complete answer.","rating":{"spec":{"id":"GOV-10","kind":"question","folder":10,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}}]}],"artifacts":[{"name":"board consents and minutes","kind":"PRIMARY","definition":"The written record of board decisions and meetings.","questionIds":["GOV-01","GOV-02","GOV-03","GOV-05","GOV-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"board consents and minutes","kind":"artifact","folder":10,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"charter provisions locking commitments","kind":"PRIMARY","definition":"Language written into the operating agreement or charter so a commitment cannot be quietly changed later. Use this for a mission, a refusal, or another founder commitment you actually keep. Supermajority or similar friction to unwind is the point — a casual board vote should not erase it. This is not homework for a company with no commitment. Do not lock a sentence you would be embarrassed to read aloud to the people doing the work. A PBC stamp by itself is not this provision. The wrong investors will push back on friction that protects mission. That is expected.","questionIds":["GOV-04","GOV-06","GOV-07","GOV-08","GOV-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"charter provisions locking commitments","kind":"artifact","folder":10,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"conflict disclosures and register","kind":"PRIMARY","definition":"The compiled record of all disclosed conflicts of interest across the company, kept as an ongoing register.","questionIds":["GOV-04","GOV-06","GOV-07","GOV-08","GOV-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"conflict disclosures and register","kind":"artifact","folder":10,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"corporate policies","kind":"POSITION","definition":"Written rules you actually follow. A one-page acceptable-use or security note can exist when you have a product. A policy binder (delegation matrix, internal controls, handbook stack) is next-round or first-enterprise-review work. Do not write policies nobody uses.","questionIds":["GOV-04","GOV-06","GOV-07","GOV-08","GOV-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"corporate policies","kind":"artifact","folder":10,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"delegation of authority matrix","kind":"POSITION","definition":"A table showing who is authorized to approve what — spending limits, contract signing, etc.","questionIds":["GOV-04","GOV-06","GOV-07","GOV-08","GOV-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"delegation of authority matrix","kind":"artifact","folder":10,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"historical investor updates","kind":"PRIMARY","definition":"Past investor update emails or reports the company has sent.","questionIds":["GOV-01","GOV-02","GOV-03","GOV-05","GOV-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"historical investor updates","kind":"artifact","folder":10,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"information rights terms","kind":"PRIMARY","definition":"What you promised to send investors, and how often. A standard SAFE does not include NVCA information rights. Reasonable on a larger SAFE: a quarterly update to the biggest check. Full monthly packs, audited statements, and Major Investor rights are priced-round paper. Friends money: a human update is enough. Put whatever you promised in writing so it is not a fight later.","questionIds":["GOV-01","GOV-02","GOV-03","GOV-05","GOV-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"information rights terms","kind":"artifact","folder":10,"gate":"none","instrument":"priced_up","band":"seed"},"scores":{"unpriced":30,"priced":85,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"internal control documentation","kind":"POSITION","definition":"Documentation of the company's financial and operational controls, such as approval chains and segregation of duties.","questionIds":["GOV-04","GOV-06","GOV-07","GOV-08","GOV-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"internal control documentation","kind":"artifact","folder":10,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"authorized signers and banking control","kind":"PRIMARY","definition":"The record of who may legally bind the company and who may move its money, usually a board or member resolution naming authorized signers plus the bank's own signature card. It should state contract signing authority and any dollar thresholds, who can initiate versus approve a wire, who administers the bank login, and what dual-control exists above a set amount. Sole-signer companies with no second approver are the standard setup for early startups and also the standard vector for both fraud and paralysis - if the only signer is unreachable, payroll does not run.","questionIds":["GOV-01","GOV-02","GOV-03","GOV-05","GOV-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"authorized signers and banking control","kind":"artifact","folder":10,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"observer agreements","kind":"PRIMARY","definition":"Agreements granting a board observer, a non-voting attendee, their seat.","questionIds":["GOV-01","GOV-02","GOV-03","GOV-05","GOV-09"],"boilerplateCandidate":true,"rating":{"spec":{"id":"observer agreements","kind":"artifact","folder":10,"gate":"none","instrument":"priced_up","band":"seed"},"scores":{"unpriced":30,"priced":85,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"protective provisions","kind":"PRIMARY","definition":"Provisions giving investors veto rights over specific major company decisions.","questionIds":["GOV-01","GOV-02","GOV-03","GOV-05","GOV-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"protective provisions","kind":"artifact","folder":10,"gate":"none","instrument":"priced_forced","band":"seed"},"scores":{"unpriced":15,"priced":95,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"voting agreements","kind":"PRIMARY","definition":"Agreements governing how certain shareholders vote their shares together.","questionIds":["GOV-01","GOV-02","GOV-03","GOV-05","GOV-09"],"boilerplateCandidate":true,"rating":{"spec":{"id":"voting agreements","kind":"artifact","folder":10,"gate":"none","instrument":"priced_forced","band":"seed"},"scores":{"unpriced":15,"priced":95,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"11","name":"Legal, Risk, Security & Compliance","purpose":"The largest folder. If it becomes unusable the clean split is Legal & Risk (6) and Security, Privacy & Compliance (17) — but not on day one.","themes":[{"id":"11.1","name":"Litigation, Contractual Risk & Insurance","note":null,"artifactNames":["litigation schedule","demand letters and settlements","material contract summaries","insurance policies with limits and exclusions","counsel opinions"],"questions":[{"id":"RISK-01","text":"What pending, threatened, settled, or historical litigation, disputes, claims, investigations, complaints, defaults, employment matters, or regulatory inquiries exist?","rating":{"spec":{"id":"RISK-01","kind":"question","folder":11,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"RISK-02","text":"What material contracts, obligations, restrictions, termination rights, assignment limits, change-of-control terms, long-term commitments, or off-balance-sheet arrangements exist?","rating":{"spec":{"id":"RISK-02","kind":"question","folder":11,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"RISK-03","text":"What D&O, E&O, cyber, general liability, key-person, property, workers' compensation, product, and other insurance is in force, with what limits, exclusions, and indemnification?","rating":{"spec":{"id":"RISK-03","kind":"question","folder":11,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}}]},{"id":"11.2","name":"Enterprise & Dependency Risk","note":null,"artifactNames":["risk register","dependency map","vendor concentration analysis","mitigation plans"],"questions":[{"id":"RISK-04","text":"What are the principal ways the company, product, financing, mission, market, or execution can fail, what indicators expose each risk, and what mitigation or recovery exists?","rating":{"spec":{"id":"RISK-04","kind":"question","folder":11,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"RISK-05","text":"What supplier, hardware, compute, data, cloud, customer, partner, geographic, infrastructure, or single-point dependency could interrupt or constrain the business?","rating":{"spec":{"id":"RISK-05","kind":"question","folder":11,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}}]},{"id":"11.3","name":"Security Program & Incidents","note":null,"artifactNames":["security policy set","architecture and threat model","pen test reports and retests","audit reports or readiness assessments","incident log","vendor security reviews"],"questions":[{"id":"SEC-01","text":"What is the security architecture and threat model across identity, access, encryption, keys, networks, tenants, code, vendors, endpoints, physical systems, logging, monitoring, backup, and recovery?","rating":{"spec":{"id":"SEC-01","kind":"question","folder":11,"gate":"product","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":70,"preLaunch":85,"preRevenue":90,"inRevenue":90,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"SEC-02","text":"Has anyone outside the company tried to break the system, and did you fix what they found? None is honest until an enterprise customer security review, SOC prep, or a launch that holds sensitive data. First pentest typically sits just before that review or audit, not at idea stage.","rating":{"spec":{"id":"SEC-02","kind":"question","folder":11,"gate":"launch","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":20,"preLaunch":15,"preRevenue":40,"inRevenue":60,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"id":"SEC-03","text":"What SOC 2, ISO 27001, ISO 42001, FedRAMP, sector, customer, or other assurance is complete or in progress, with what scope, assessor, gaps, date, cost, and commercial effect?","rating":{"spec":{"id":"SEC-03","kind":"question","folder":11,"gate":"launch","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":20,"preLaunch":15,"preRevenue":40,"inRevenue":60,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"id":"SEC-04","text":"What security, privacy, availability, model, insider, vendor, or data incidents and near misses have occurred, and what notification, investigation, remediation, and learning followed?","rating":{"spec":{"id":"SEC-04","kind":"question","folder":11,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}}]},{"id":"11.4","name":"Privacy & Data Protection","note":null,"artifactNames":["privacy policy","records of processing","DPAs and SCCs","subprocessor register","deletion and retention procedure with test evidence","DPIAs"],"questions":[{"id":"PRV-01","text":"What privacy and data-rights program governs notice, lawful basis, consent, purpose limitation, minimization, access, correction, portability, restriction, objection, retention, and deletion?","rating":{"spec":{"id":"PRV-01","kind":"question","folder":11,"gate":"product","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":70,"preLaunch":85,"preRevenue":90,"inRevenue":90,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"PRV-02","text":"Where is data stored and processed, what residency/sovereignty commitments apply, and can deletion, retention, backup removal, export, and revocation be technically executed and proven?","rating":{"spec":{"id":"PRV-02","kind":"question","folder":11,"gate":"product","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":70,"preLaunch":60,"preRevenue":80,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"PRV-03","text":"Which subprocessors, model providers, affiliates, partners, and jurisdictions receive data, under what DPAs, SCCs, transfer mechanisms, audit rights, and liability allocations?","rating":{"spec":{"id":"PRV-03","kind":"question","folder":11,"gate":"product","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":70,"preLaunch":60,"preRevenue":80,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"11.5","name":"Regulatory & Statutory Compliance","note":null,"artifactNames":["regulatory applicability analysis","AI framework mapping","export classification","Form D and blue-sky filings","83(b) elections with proof of timely filing","409A valuation","counsel memoranda"],"questions":[{"id":"REG-01","text":"Which corporate, consumer, privacy, employment, financial, sector, procurement, safety, environmental, accessibility, and other regulatory regimes apply, and what is the status under each?","rating":{"spec":{"id":"REG-01","kind":"question","folder":11,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"REG-02","text":"Which AI-related rules do you believe apply today, who owns watching them, and what do you do when the goalposts move — because they will, and you will be wrong sometimes?","rating":{"spec":{"id":"REG-02","kind":"question","folder":11,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"REG-03","text":"What export-control, ITAR/EAR, sanctions, OFAC, anti-bribery, beneficial-ownership, political-exposure, foreign-investment, CFIUS, and sovereign-access constraints apply?","rating":{"spec":{"id":"REG-03","kind":"question","folder":11,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"REG-04","text":"What securities-law exemption, solicitation, accreditation, KYC/AML, broker/dealer, placement-agent, jurisdiction, transfer, tax-form, and investor-eligibility requirements govern each financing?","rating":{"spec":{"id":"REG-04","kind":"question","folder":11,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"REG-05","text":"What employment, immigration, ERISA/benefits, non-compete, wage/hour, worker-classification, workplace-safety, and workforce-reporting obligations exist?","rating":{"spec":{"id":"REG-05","kind":"question","folder":11,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"REG-06","text":"What 409A, QSBS Section 1202, Rule 701, option, equity-compensation, withholding, and related tax/securities compliance exists or is applicable? 409A is a priced close or a year of actuals, not a $0 badge.","rating":{"spec":{"id":"REG-06","kind":"question","folder":11,"gate":"none","instrument":"priced_up","band":"seed"},"scores":{"unpriced":30,"priced":85,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"REG-08","text":"Were 83(b) elections filed, with proof of timely filing, wherever restricted stock was issued? Produce is short. The IRS 30-day window is statutory, not a produce-horizon.","rating":{"spec":{"id":"REG-08","kind":"question","folder":11,"gate":"none","instrument":"priced_up","band":"early"},"scores":{"unpriced":30,"priced":85,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"REG-07","text":"Do research, grant, product, hardware, site, environmental, human-subject, animal-subject, clinical, government, or regulated-customer activities require approvals, permits, sponsors, or institutional review?","rating":{"spec":{"id":"REG-07","kind":"question","folder":11,"gate":"none","instrument":"any","band":"park"},"scores":{"unpriced":0,"priced":5,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":0,"preSeed":0,"seed":5,"seriesAB":15,"seriesC":35}}}]},{"id":"11.6","name":"Transactions & Public-Company Readiness","note":"Expected to answer NOT_APPLICABLE or PLANNED at seed stage. These exist so the answer is an honest stage position rather than a missing checkbox.","artifactNames":["LOIs and transaction documents","subsequent-events log","readiness assessments"],"questions":[{"id":"TXN-01","text":"What acquisitions, dispositions, restructurings, strategic alternatives, subsequent events, material adverse changes, or transaction pipelines exist, and what integration or execution capacity supports them?","rating":{"spec":{"id":"TXN-01","kind":"question","folder":11,"gate":"none","instrument":"any","band":"park"},"scores":{"unpriced":0,"priced":5,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":0,"preSeed":0,"seed":5,"seriesAB":15,"seriesC":35}}},{"id":"PUB-01","text":"If public reporting is applicable or planned, what SEC registration, periodic reporting, disclosure controls, filing calendar, materiality, risk-factor, and restatement framework exists?","rating":{"spec":{"id":"PUB-01","kind":"question","folder":11,"gate":"none","instrument":"any","band":"series_c"},"scores":{"unpriced":0,"priced":5,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":0,"preSeed":0,"seed":5,"seriesAB":25,"seriesC":85}}},{"id":"PUB-02","text":"What ICFR, audit committee, independent auditor, internal audit, SOX 302/404, control-deficiency, remediation, and management-certification readiness exists?","rating":{"spec":{"id":"PUB-02","kind":"question","folder":11,"gate":"none","instrument":"any","band":"series_c"},"scores":{"unpriced":0,"priced":5,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":0,"preSeed":0,"seed":5,"seriesAB":25,"seriesC":85}}},{"id":"PUB-03","text":"How are earnings, guidance, segment reporting, KPIs, non-GAAP measures, XBRL, insider trading, Regulation FD, MNPI, cybersecurity disclosure, and public corrections governed?","rating":{"spec":{"id":"PUB-03","kind":"question","folder":11,"gate":"none","instrument":"any","band":"series_c"},"scores":{"unpriced":0,"priced":5,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":0,"preSeed":0,"seed":5,"seriesAB":25,"seriesC":85}}}]},{"id":"11.7","name":"Opportunity Register","note":"Opportunity is a way of looking, not a dated tracker. Most people stay in the box school, an industry, or a professor handed them. First principles and a 360-degree look — not only advance and retreat — is the work. If nobody tells you to look, most people never do.","artifactNames":["opportunity register","certification-to-revenue-access analysis","partnership LOIs","patent claim-coverage mapping to future markets","adjacency analysis"],"questions":[{"id":"OPP-01","text":"What is everyone else missing if you look at this from first principles and from every angle — not only forward and back? What have you not looked at because nobody told you to look? The register is that willingness, not a list of named-owned-dated rows.","rating":{"spec":{"id":"OPP-01","kind":"question","folder":11,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"OPP-02","text":"Which certifications or assurances, if any, would unlock customers you cannot reach today? What do they actually cost and how long do they take *now* — not five years ago — and is someone offering the same door faster or cheaper because the work commoditized? If no buyer requires one, none is the answer. Do not start a cert to look funded.","rating":{"spec":{"id":"OPP-02","kind":"question","folder":11,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"id":"OPP-03","text":"What adjacent or even strange customer should you *test* — not only the one you already assume is ideal? You do not know if you do not try. A narrow vertical that becomes raving fans, then wide, is a path. A slide about adjacency with no test is not.","rating":{"spec":{"id":"OPP-03","kind":"question","folder":11,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"OPP-04","text":"What have you already built that you do not realize is intellectual property? What is unusual about how you solved a Tuesday problem, and has that been published or filed? Founders often sell the company and miss that the buyer wanted the thing they built to survive, not the thing they were pitching. If you have claims, which markets do they actually cover? If you have not looked, that is the work.","rating":{"spec":{"id":"OPP-04","kind":"question","folder":11,"gate":"none","instrument":"any","band":"park"},"scores":{"unpriced":0,"priced":5,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":0,"preSeed":0,"seed":5,"seriesAB":15,"seriesC":35}}}]}],"artifacts":[{"name":"409A valuation","kind":"PRIMARY","definition":"A written, usually independent, appraisal of common-stock FMV on a named date, used to set option strike prices. FMV is not a price you invent and not a price you file. It is a price you can defend if needed. You do not file this report with the IRS - there is no Form 409A - and no one will take the company's word later. An IRS agent, buyer, or lawyer will ask what the number was based on. The only inputs that can defend it are outside facts: an arm's-length stock transaction (a priced equity close, a secondary, an acquisition offer), a year of actual revenue and financials, cash and assets that exist, or market comparables. Projections with no actuals, the par value from the charter, and a SAFE cap cannot defend a price. Until at least one of those inputs exists, the company is still at approximately zero, there is no spread worth fighting over, and a certified report is theater. Once a priced round has closed or a year of revenue can be put in front of the board, the report is the contemporaneous record of those inputs, the method, and the date - the evidence you use if you have to defend the strike. An independent appraisal then shifts the burden: the IRS must show the method was grossly unreasonable. The number goes stale after 12 months or when a material event changes the inputs, whichever comes first. Refresh it before the next grant. A weak report, or one whose inputs were shaped to justify a low strike, is what later cheap-stock scrutiny attacks at acquisition or IPO.","questionIds":["REG-01","REG-02","REG-03","REG-04","REG-05","REG-06","REG-07","REG-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"409A valuation","kind":"artifact","folder":11,"gate":"none","instrument":"priced_forced","band":"seed"},"scores":{"unpriced":15,"priced":95,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"83(b) elections with proof of timely filing","kind":"PRIMARY","definition":"A tax election filed with the IRS within 30 days of receiving restricted stock, choosing to be taxed on its value now rather than at each vesting date. When stock is nearly worthless at formation the tax is close to zero, and all later appreciation is treated as capital gain. Without it, each vesting tranche is taxed as ordinary income at the value on that date, which can create a large tax bill on shares that cannot be sold. The 30-day deadline is statutory and cannot be extended, cured, or filed late for any reason. It applies to restricted stock, not to ordinary option grants. Keep proof of timely filing, because the election is often the only evidence that survives.","questionIds":["REG-01","REG-02","REG-03","REG-04","REG-05","REG-06","REG-07","REG-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"83(b) elections with proof of timely filing","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"adjacency analysis","kind":"POSITION","definition":"A test, not a slide: is there an adjacent or even strange customer who might become the ICP if you tried? Go narrow, make them raving fans, then wide. You do not know if you do not try.","questionIds":["OPP-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"adjacency analysis","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"AI framework mapping","kind":"POSITION","definition":"Mapping the company's AI practices against a named external AI risk or governance framework, so alignment is shown rather than asserted.","questionIds":["REG-01","REG-02","REG-03","REG-04","REG-05","REG-06","REG-07","REG-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"AI framework mapping","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"architecture and threat model","kind":"POSITION","definition":"A model of the system's attack surface: what could go wrong, from where, and what stops it.","questionIds":["SEC-01","SEC-02","SEC-03","SEC-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"architecture and threat model","kind":"artifact","folder":11,"gate":"product","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":0,"preLaunch":65,"preRevenue":70,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"audit reports or readiness assessments","kind":"PRIMARY","definition":"Completed security or compliance audits, or assessments of how ready the company is to pass one.","questionIds":["SEC-01","SEC-02","SEC-03","SEC-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"audit reports or readiness assessments","kind":"artifact","folder":11,"gate":"launch","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"certification-to-revenue-access analysis","kind":"POSITION","definition":"Which certificate opens a buyer you cannot reach today, what it costs and takes *now* (AI is collapsing time and price), and who offers that door faster or cheaper. If no buyer requires one, do not start a cert to look funded.","questionIds":["OPP-02"],"boilerplateCandidate":false,"rating":{"spec":{"id":"certification-to-revenue-access analysis","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"counsel memoranda","kind":"PRIMARY","definition":"Written legal analysis from outside counsel on a specific question.","questionIds":["REG-01","REG-02","REG-03","REG-04","REG-05","REG-06","REG-07","REG-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"counsel memoranda","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"counsel opinions","kind":"PRIMARY","definition":"Formal legal opinions from outside counsel.","questionIds":["RISK-01","RISK-02","RISK-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"counsel opinions","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"deletion and retention procedure with test evidence","kind":"POSITION","definition":"The company's documented process for deleting or retaining data on schedule, plus proof the process was actually tested.","questionIds":["PRV-01","PRV-02","PRV-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"deletion and retention procedure with test evidence","kind":"artifact","folder":11,"gate":"product","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":65,"preRevenue":70,"inRevenue":85,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"demand letters and settlements","kind":"PRIMARY","definition":"Any legal demand letters received and how they were resolved.","questionIds":["RISK-01","RISK-02","RISK-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"demand letters and settlements","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"dependency map","kind":"POSITION","definition":"A map of the company's critical dependencies — vendors, infrastructure, key people — and what breaks if each one fails.","questionIds":["RISK-04","RISK-05"],"boilerplateCandidate":false,"rating":{"spec":{"id":"dependency map","kind":"artifact","folder":11,"gate":"product","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":0,"preLaunch":65,"preRevenue":70,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"DPAs and SCCs","kind":"PRIMARY","definition":"Data Processing Agreements and Standard Contractual Clauses — the contracts governing data transfer and processing, including across borders.","questionIds":["PRV-01","PRV-02","PRV-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"DPAs and SCCs","kind":"artifact","folder":11,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"DPIAs","kind":"POSITION","definition":"Data Protection Impact Assessments — formal assessments of privacy risk for a specific data use.","questionIds":["PRV-01","PRV-02","PRV-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"DPIAs","kind":"artifact","folder":11,"gate":"launch","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"export classification","kind":"POSITION","definition":"The determination of what a product or technology is under export control law - its category on the applicable list, such as an ECCN under the EAR or a USML category under ITAR, or a documented finding that it is not listed. A classification is a description, not a permission. Whether a particular transfer is allowed is a separate, later question that depends on the classification together with the destination, the end user, and the end use, and may require a license, qualify for an exception, or need no license at all. Software, encryption, and technical data can be controlled even when nothing physical ships, and giving a foreign national access to controlled technology inside the US can itself count as an export.","questionIds":["REG-01","REG-02","REG-03","REG-04","REG-05","REG-06","REG-07","REG-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"export classification","kind":"artifact","folder":11,"gate":"product","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":0,"preLaunch":65,"preRevenue":70,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"Form D and blue-sky filings","kind":"PRIMARY","definition":"Securities notice filings made after a financing round closes. What is actually required depends on which exemption the round relies on. A round sold under Regulation D calls for a Form D filed with the SEC within 15 days of the first sale, and state notice filings - the blue-sky filings - depend on where the investors reside, varying by state in form, fee, and deadline. An issuer relying on a different exemption may face different obligations or none federally. Filing is generally advisable even where the obligation is arguable, because a missed or late filing can jeopardize the exemption being relied on and complicates later rounds. The specifics are fact-dependent; confirm them with counsel rather than treating this as a fixed checklist.","questionIds":["REG-01","REG-02","REG-03","REG-04","REG-05","REG-06","REG-07","REG-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"Form D and blue-sky filings","kind":"artifact","folder":11,"gate":"none","instrument":"this_round","band":"always"},"scores":{"unpriced":95,"priced":70,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"incident log","kind":"PRIMARY","definition":"A running record of security or operational incidents as they happen.","questionIds":["SEC-01","SEC-02","SEC-03","SEC-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"incident log","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"insurance policies with limits and exclusions","kind":"PRIMARY","definition":"What is in force, the limits, and the exclusions — by line. The test is: does someone require it, or did you open a risk that a person could sue you for? A campus that will not let you put up a tent without a $2M general-liability certificate is a requirement. A user you are already serving can sue you — that is risk. Workers' compensation when you have employees. Cyber when you hold other people's data. Product or E&O when what you sell can hurt someone. D&O when an outside director or institution will not sit without it — often seed or A, not friends-and-family. Key-person when someone else needs one human named. None is honest until a requirement or that risk exists. Do not buy a stack to look like Series A.","questionIds":["RISK-01","RISK-02","RISK-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"insurance policies with limits and exclusions","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"litigation schedule","kind":"POSITION","definition":"A list of any current or past litigation involving the company.","questionIds":["RISK-01","RISK-02","RISK-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"litigation schedule","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"LOIs and transaction documents","kind":"PRIMARY","definition":"Letters of Intent and other documents from any M&A or major transaction discussions.","questionIds":["TXN-01","PUB-01","PUB-02","PUB-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"LOIs and transaction documents","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"park"},"scores":{"unpriced":0,"priced":5,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":0,"preSeed":0,"seed":5,"seriesAB":15,"seriesC":35}}},{"name":"material contract summaries","kind":"POSITION","definition":"Plain-language summaries of the company's most important contracts, for a reader who won't read the full legal text.","questionIds":["RISK-01","RISK-02","RISK-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"material contract summaries","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"mitigation plans","kind":"POSITION","definition":"The company's stated plans for reducing specific identified risks.","questionIds":["RISK-04","RISK-05"],"boilerplateCandidate":false,"rating":{"spec":{"id":"mitigation plans","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"opportunity register","kind":"POSITION","definition":"The practice of looking — first principles, 360 degrees, not only advance and retreat. What is everyone else missing because they stayed in the box they were handed? It is not a spreadsheet of named-owned-dated rows. If nobody tells you to look, most people never do.","questionIds":["OPP-01","OPP-02","OPP-03","OPP-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"opportunity register","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"partnership LOIs","kind":"PRIMARY","definition":"A letter of intent with a prospective partner, short of a contract. It is not a partnership and not a captured opportunity until there is a POC or a signature. If you cite it, show it and say what it is. If you do not cite it, it is not homework.","questionIds":["OPP-01","COM-13"],"boilerplateCandidate":false,"rating":{"spec":{"id":"partnership LOIs","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"patent claim-coverage mapping to future markets","kind":"POSITION","definition":"What you already built that you may not realize is the asset — the Tuesday fix a buyer would license. What is unpublished or unfiled. If you have claims, which markets they actually cover. Ask. Founders often pitch the company and miss the invention.","questionIds":["OPP-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"patent claim-coverage mapping to future markets","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"pen test reports and retests","kind":"PRIMARY","definition":"A third-party simulated attack, plus a retest of the fixes. Not a pre-seed badge. Typical first trigger: an enterprise customer security review, SOC 2 prep, or a launch that holds sensitive data. Practice is to pentest before the SOC audit, not on day one of the product. None is honest until one of those asks exists.","questionIds":["SEC-01","SEC-02","SEC-03","SEC-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"pen test reports and retests","kind":"artifact","folder":11,"gate":"launch","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"privacy policy","kind":"POSITION","definition":"The company's public-facing policy on how it collects and uses personal data.","questionIds":["PRV-01","PRV-02","PRV-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"privacy policy","kind":"artifact","folder":11,"gate":"product","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":0,"preLaunch":65,"preRevenue":70,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"readiness assessments","kind":"POSITION","definition":"Assessments of how prepared the company is for a specific event, such as a transaction, an audit, or going public.","questionIds":["TXN-01","PUB-01","PUB-02","PUB-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"readiness assessments","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"series_c"},"scores":{"unpriced":0,"priced":5,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":0,"preSeed":0,"seed":5,"seriesAB":25,"seriesC":85}}},{"name":"records of processing","kind":"PRIMARY","definition":"An inventory of what personal data the company processes, for what purpose, on what legal basis, who it is shared with, and how long it is kept. Often called a RoPA. It is a specific obligation under GDPR Article 30 for organizations within its scope, subject to a narrow small-organization exemption that falls away if processing is regular, higher-risk, or involves special-category data. It is not a universal legal requirement, and a typical US early-stage company with no EU data subjects is generally not bound by it. Applicability is a jurisdiction and data-flow question rather than a stage question - confirm with counsel rather than assuming in either direction.","questionIds":["PRV-01","PRV-02","PRV-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"records of processing","kind":"artifact","folder":11,"gate":"launch","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"regulatory applicability analysis","kind":"POSITION","definition":"An analysis of which laws and regulations actually apply to the company's business, industry, and jurisdictions.","questionIds":["REG-01","REG-02","REG-03","REG-04","REG-05","REG-06","REG-07","REG-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"regulatory applicability analysis","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"risk register","kind":"POSITION","definition":"A prioritized, maintained list of the company's key risks with likelihood, impact, and mitigation noted for each.","questionIds":["RISK-04","RISK-05"],"boilerplateCandidate":false,"rating":{"spec":{"id":"risk register","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"security policy set","kind":"POSITION","definition":"The company's written security policies, such as access control and incident response.","questionIds":["SEC-01","SEC-02","SEC-03","SEC-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"security policy set","kind":"artifact","folder":11,"gate":"product","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":0,"preLaunch":65,"preRevenue":70,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"subprocessor register","kind":"PRIMARY","definition":"A list of every third-party vendor the company uses that touches customer or personal data on its behalf.","questionIds":["PRV-01","PRV-02","PRV-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"subprocessor register","kind":"artifact","folder":11,"gate":"product","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":65,"preRevenue":70,"inRevenue":85,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"subsequent-events log","kind":"PRIMARY","definition":"A record of material events that happened after the company's last financial statement date but before it's shared with investors.","questionIds":["TXN-01","PUB-01","PUB-02","PUB-03"],"boilerplateCandidate":false,"rating":{"spec":{"id":"subsequent-events log","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"park"},"scores":{"unpriced":0,"priced":5,"preProduct":0,"preLaunch":0,"preRevenue":0,"inRevenue":0,"preSeed":0,"seed":5,"seriesAB":15,"seriesC":35}}},{"name":"vendor concentration analysis","kind":"POSITION","definition":"An analysis of how dependent the company is on a small number of vendors — a supply-chain risk check.","questionIds":["RISK-04","RISK-05"],"boilerplateCandidate":false,"rating":{"spec":{"id":"vendor concentration analysis","kind":"artifact","folder":11,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"vendor security reviews","kind":"PRIMARY","definition":"Whether you looked at a vendor before giving them data or access. Light review when you first use a processor. Formal questionnaires are an enterprise-customer or SOC clock. None is fine if you have no vendors holding customer data.","questionIds":["SEC-01","SEC-02","SEC-03","SEC-04"],"boilerplateCandidate":false,"rating":{"spec":{"id":"vendor security reviews","kind":"artifact","folder":11,"gate":"launch","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":0,"preLaunch":0,"preRevenue":55,"inRevenue":80,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"12","name":"Mission & Impact","purpose":"What the company refuses to do, what it measures, and whether the commitment survives a check, a new board, or a sale.","themes":[{"id":"12.1","name":"Mission, Activities & Durability","note":"Mission and vision are separate positions, and both — with the investor deck — are synthesized late, after the underlying company questions are answered. Do not invent a fake mission so this folder looks finished. This glossary recommends a signed acceptance of mission, vision, and values with the check; the wrong investors will push back, and that is the point. GOV-10 is the control-event question. IMP-08 is the stack question. Keep both.","artifactNames":["mission statement","charter or PBC provisions","funded activity records","values side letters","commitment governance documentation"],"questions":[{"id":"IMP-01","text":"What is the company's mission and purpose, and how do commercial return and any intended human outcome relate — or is there no impact claim? Do not write a fake mission. Talk to your people. Mission works like a brand: it is what customers and the team experience, not what the deck says. Honest empty beats pretty language you do not keep.","rating":{"spec":{"id":"IMP-01","kind":"question","folder":12,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"id":"IMP-02","text":"Which mission, community, charitable, physical, environmental, or ecosystem activities operate today, which are financed, and which remain planned or conditional?","rating":{"spec":{"id":"IMP-02","kind":"question","folder":12,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"IMP-08","text":"How are mission and impact commitments linked to governance, incentives, contracts, financing, sale, IPO, succession, and change of control? GOV-10 asks who can unwind the commitments when power changes. This question asks what those commitments are actually tied to — or whether they live only on a slide. If you have no mission or impact claim, say so. Do not invent a stack to look serious.","rating":{"spec":{"id":"IMP-08","kind":"question","folder":12,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]},{"id":"12.2","name":"Impact Measurement, Refusal & Externalities","note":null,"artifactNames":["impact framework mapping","measurement methodology and baseline","third-party verification","acceptable-use and refusal policy","declined-revenue log","lifecycle analysis"],"questions":[{"id":"IMP-03","text":"What is the theory of change, baseline, counterfactual, beneficiaries, additionality, metrics, targets, data sources, cadence, assurance, unintended effects, and remediation for claimed impact?","rating":{"spec":{"id":"IMP-03","kind":"question","folder":12,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"id":"IMP-04","text":"What independent verification, stakeholder participation, impact framework, assurance, audit, adverse finding, and correction process makes impact claims checkable?","rating":{"spec":{"id":"IMP-04","kind":"question","folder":12,"gate":"none","instrument":"any","band":"series_b"},"scores":{"unpriced":5,"priced":20,"preProduct":5,"preLaunch":5,"preRevenue":5,"inRevenue":5,"preSeed":5,"seed":20,"seriesAB":70,"seriesC":90}}},{"id":"IMP-05","text":"What customer-refusal, prohibited-use, values-screen, surveillance, weapons, labor, dignity, or other restriction exists, how is it enforced, and how much revenue is exposed? If you have a refusal, say it in plain language. If you do not, none is the answer. Do not build a values binder to look funded.","rating":{"spec":{"id":"IMP-05","kind":"question","folder":12,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"IMP-06","text":"How does the product affect worker agency, displacement, augmentation, retraining, fairness, accessibility, vulnerable people, and the risk of reducing humans to scores or surveillance data?","rating":{"spec":{"id":"IMP-06","kind":"question","folder":12,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"id":"IMP-07","text":"What energy, compute, emissions, water, materials, waste, supply-chain, embodied-carbon, land, community, and lifecycle externalities exist now and in the roadmap?","rating":{"spec":{"id":"IMP-07","kind":"question","folder":12,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"id":"IMP-09","text":"What negative impacts, stakeholder harms, mission drift, impact-washing, ethical conflicts, or values failures have occurred or could occur, and how are they detected, disclosed, and remediated?","rating":{"spec":{"id":"IMP-09","kind":"question","folder":12,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}}]}],"artifacts":[{"name":"acceptable-use and refusal policy","kind":"POSITION","definition":"Plain language for what you will not build or sell, and to whom you will refuse. This is optional. If you have no refusal, say none — you will sell to anyone the law allows. If you have one, write it so a salesperson can use it. A poster no one applies is not a policy. Do not build a binder. The letter that rides with the check can point at this list; the list itself is how you generally communicate the refusal.","questionIds":["IMP-03","IMP-04","IMP-05","IMP-06","IMP-07","IMP-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"acceptable-use and refusal policy","kind":"artifact","folder":12,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"charter or PBC provisions","kind":"PRIMARY","definition":"These live in the operating-agreement and charter stack — the documents that actually govern the company — not only in a later priced-round pack. A purpose clause, a side letter, and a Public Benefit Corporation election are three different instruments. Electing PBC does not stop a buyer and is not the lock. What matters is language you meant, written where changing it takes more than a casual vote. Do not invent a fake mission so this folder looks finished. Mission, vision, and values work like a brand: you do not own the meaning. Your people and your customers tell you what they are. Pretty language that is not true is worse than honest empty. Put real thought in before you write. Counsel drafts the words; you decide whether you have something true to lock.","questionIds":["IMP-01","IMP-02","IMP-08","GOV-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"charter or PBC provisions","kind":"artifact","folder":12,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"commitment governance documentation","kind":"POSITION","definition":"How the commitment is actually enforced inside, not a poster. Before priced paper exists, the teeth this glossary already taught are the founder IP license: title stays with the founders, exclusive license to the company, walk-away on expropriation — including breach of the values they signed. See invention assignments. Do not invent a second hook. If you have no mission or refusal, the honest answer is none. If you do, say who can unwind it, what document they would have to change, and what happens if a later operator treats the slide as optional. Character clauses and board-removal mechanics can come later; they are not the first write.","questionIds":["IMP-01","IMP-02","IMP-08","GOV-10"],"boilerplateCandidate":false,"rating":{"spec":{"id":"commitment governance documentation","kind":"artifact","folder":12,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"declined-revenue log","kind":"PRIMARY","definition":"A record of revenue the company deliberately turned down because it conflicted with its mission or values.","questionIds":["IMP-03","IMP-04","IMP-05","IMP-06","IMP-07","IMP-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"declined-revenue log","kind":"artifact","folder":12,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}},{"name":"funded activity records","kind":"PRIMARY","definition":"Records of activities the company has funded in service of its mission, such as charitable work or free-access programs.","questionIds":["IMP-01","IMP-02","IMP-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"funded activity records","kind":"artifact","folder":12,"gate":"none","instrument":"any","band":"early"},"scores":{"unpriced":85,"priced":90,"preProduct":85,"preLaunch":85,"preRevenue":85,"inRevenue":85,"preSeed":85,"seed":90,"seriesAB":90,"seriesC":90}}},{"name":"impact framework mapping","kind":"POSITION","definition":"Mapping the company's impact claims against a recognized external framework so they can be checked, not just asserted.","questionIds":["IMP-03","IMP-04","IMP-05","IMP-06","IMP-07","IMP-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"impact framework mapping","kind":"artifact","folder":12,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"lifecycle analysis","kind":"POSITION","definition":"An analysis of the product's or mission's stage of maturity and what typically comes next at each stage.","questionIds":["IMP-03","IMP-04","IMP-05","IMP-06","IMP-07","IMP-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"lifecycle analysis","kind":"artifact","folder":12,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"measurement methodology and baseline","kind":"POSITION","definition":"How the company actually measures its stated impact, and the starting baseline it measures against.","questionIds":["IMP-03","IMP-04","IMP-05","IMP-06","IMP-07","IMP-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"measurement methodology and baseline","kind":"artifact","folder":12,"gate":"none","instrument":"any","band":"series_a"},"scores":{"unpriced":15,"priced":40,"preProduct":15,"preLaunch":15,"preRevenue":15,"inRevenue":15,"preSeed":15,"seed":40,"seriesAB":85,"seriesC":90}}},{"name":"mission statement","kind":"POSITION","definition":"The company's stated mission — only if it is true. Talk to your people before you write one. A mission works like a brand: it is what customers and the team experience, not what the deck says. Do not invent pretty language so this folder looks finished. Honest empty is better than a fake purpose clause.","questionIds":["IMP-01","IMP-02","IMP-08"],"boilerplateCandidate":false,"rating":{"spec":{"id":"mission statement","kind":"artifact","folder":12,"gate":"none","instrument":"any","band":"always"},"scores":{"unpriced":95,"priced":95,"preProduct":95,"preLaunch":95,"preRevenue":95,"inRevenue":95,"preSeed":95,"seed":95,"seriesAB":95,"seriesC":95}}},{"name":"third-party verification","kind":"PRIMARY","definition":"Independent, outside confirmation of the company's impact or mission claims.","questionIds":["IMP-03","IMP-04","IMP-05","IMP-06","IMP-07","IMP-09"],"boilerplateCandidate":false,"rating":{"spec":{"id":"third-party verification","kind":"artifact","folder":12,"gate":"none","instrument":"any","band":"series_b"},"scores":{"unpriced":5,"priced":20,"preProduct":5,"preLaunch":5,"preRevenue":5,"inRevenue":5,"preSeed":5,"seed":20,"seriesAB":70,"seriesC":90}}},{"name":"values side letters","kind":"PRIMARY","definition":"This glossary recommends a signed letter with the check: the investor accepts and supports the mission, the vision, and the values, or they should not invest. A checkbox in a data room is not that letter. A signature is. Every company can choose otherwise — this is teaching, not a filing requirement. Be clear with founders: the wrong investors will push back. That pushback is the screen working. A standard SAFE does not lock mission, vision, or values. This letter does not replace a charter or an operating agreement. It is the acknowledgment that rides with the money. If they will not sign, you learned something before the wire.","questionIds":["IMP-01","IMP-02","IMP-08","GOV-10"],"boilerplateCandidate":true,"rating":{"spec":{"id":"values side letters","kind":"artifact","folder":12,"gate":"none","instrument":"any","band":"seed"},"scores":{"unpriced":70,"priced":80,"preProduct":40,"preLaunch":40,"preRevenue":40,"inRevenue":40,"preSeed":35,"seed":80,"seriesAB":90,"seriesC":90}}}]}],"contentHash":"sha256:2e261bf7d568c1ae3eba3a4d26b2c2bedaeb9fb400675e7664004745bf884721"}