--- title: "Adora Startup Navigator — Canonical Corpus" canonical_url: "https://adoraos.com/startup-navigator/corpus" corpus_version: "2026-08-26.1" updated_at: "2026-08-26" content_hash: "sha256:2e261bf7d568c1ae3eba3a4d26b2c2bedaeb9fb400675e7664004745bf884721" status: "working-candidate" --- # Adora Startup Navigator — Canonical Corpus > Working candidate for public review; not founder-locked or professional advice. 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. **Complete corpus:** 12 folders · 32 themes · 141 questions · 198 artifact definitions. ## AI and editorial review instructions - 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. - Scores: 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. - Profile rule: Instrument and round are single-select. Operating conditions may overlap; for example, paid presales can make a startup both pre-launch and in-revenue. - Rating provenance: Grok 4.6, lane grok; independent model review, not consensus. ## Profile terminology ### Unpriced Group: instrument. 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. ### Priced Group: instrument. 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. ### Pre-product Group: operating. There is not yet a usable or demonstrable product. Research, designs, prototypes, or manual service work may still exist. ### Pre-launch Group: operating. The product is not generally available to its intended market. Private tests, pilots, a waitlist, or paid presales may still exist. ### Pre-revenue Group: operating. The company has not yet booked customer revenue. It may still have free users, pilots, letters of intent, or an audience. ### In-revenue Group: operating. 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. ### Pre-seed Group: round. The earliest outside funding stage, usually used to validate the problem, team, market, and first product. Founders, angels, accelerators, SAFEs, and notes are common. ### Seed Group: round. Funding used to prove repeatable customer demand and strengthen the product, team, and go-to-market motion after initial validation. ### Series A & B Group: round. Institutional equity rounds used to prove and then scale a working business. Series A usually emphasizes repeatability; Series B emphasizes efficient expansion. ### Series C+ Group: round. Later-stage funding for major expansion, new markets, acquisitions, or preparation for a public offering, with deeper operating history and controls expected. # 01 · Corporate & Entity Who this company legally is. ## 1.1 · Identity, Formation & Standing Evidence artifacts: certificate of formation; operating agreement or bylaws; EIN letter; good-standing certificates; foreign qualifications; org chart; business licenses; domain records ### ENT-01 What is the company's legal and public identity, entity form, jurisdiction, formation state, principal location, domains, and tax identity? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### ENT-02 What entities, subsidiaries, affiliates, SPVs, assets, contracts, IP, and customer relationships sit inside this company and this investment? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### ENT-03 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 inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ## 1.2 · History, Perimeter & Related Parties Evidence artifacts: entity timeline; prior-entity assignment records; related-party and intercompany agreements; founder loan documents; conflict disclosures; board approvals ### ENT-04 What is the company's complete operating history, including founding, pauses, pivots, prior businesses, financings, hard periods, and the continuity between them? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### ENT-05 What is explicitly inside and outside this company and this investment, and why do the included activities belong in one company? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### ENT-06 What related parties, adjacent ventures, shared resources, founder commitments, loans, payments, opportunities, and allocation policies exist? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ## 01 artifact definitions ### board approvals Kind: PRIMARY. Connected questions: ENT-04, ENT-05, ENT-06. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### business licenses Kind: PRIMARY. Connected questions: ENT-01, ENT-02, ENT-03. Boilerplate candidate: no. Government-issued permits authorizing the company to operate in a given jurisdiction or industry. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### certificate of formation Kind: PRIMARY. Connected questions: ENT-01, ENT-02, ENT-03. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### conflict disclosures Kind: PRIMARY. Connected questions: ENT-04, ENT-05, ENT-06. Boilerplate candidate: no. Written statements from founders, officers, or directors naming any outside interest that could conflict with the company's interests. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### domain records Kind: PRIMARY. Connected questions: ENT-01, ENT-02, ENT-03. Boilerplate candidate: no. Proof of ownership and registration details for the company's web domains. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### EIN letter Kind: PRIMARY. Connected questions: ENT-01, ENT-02, ENT-03. Boilerplate candidate: no. The IRS confirmation letter assigning the company's federal tax ID number. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### entity timeline Kind: POSITION. Connected questions: ENT-04, ENT-05, ENT-06. Boilerplate candidate: no. A synthesized history of the company's legal entity — formation date, name changes, conversions, and any predecessor entities — in one narrative. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### foreign qualifications Kind: PRIMARY. Connected questions: ENT-01, ENT-02, ENT-03. Boilerplate candidate: no. Registrations authorizing the company to do business in states other than where it was formed. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### founder loan documents Kind: PRIMARY. Connected questions: ENT-04, ENT-05, ENT-06. Boilerplate candidate: no. Records of any money founders personally lent to the company, with terms and repayment status. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### beneficial ownership information filing Kind: PRIMARY. Connected questions: ENT-01, ENT-02, ENT-03. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### good-standing certificates Kind: PRIMARY. Connected questions: ENT-01, ENT-02, ENT-03. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### operating agreement or bylaws Kind: PRIMARY. Connected questions: ENT-01, ENT-02, ENT-03. Boilerplate candidate: yes. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### org chart Kind: POSITION. Connected questions: ENT-01, ENT-02, ENT-03, PPL-03, PPL-04, PPL-05, PPL-06, PPL-07, PPL-08. Boilerplate candidate: no. A diagram of who reports to whom and how the team is structured. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### prior-entity assignment records Kind: PRIMARY. Connected questions: ENT-04, ENT-05, ENT-06. Boilerplate candidate: no. Documents showing that a predecessor entity's assets, IP, and obligations were properly assigned to the current company. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### related-party and intercompany agreements Kind: PRIMARY. Connected questions: ENT-04, ENT-05, ENT-06. Boilerplate candidate: no. Contracts between the company and its founders, insiders, or affiliated entities, disclosed so investors can see any non-arm's-length terms. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 # 02 · Strategy, Market & Competition The thesis. ## 2.1 · Problem, Customer & Offering Evidence artifacts: positioning one-pager; ICP definition; discovery notes; problem validation; willingness-to-pay evidence ### STR-01 What does the company do, for whom, in what category, and what changes for the customer after purchase? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### STR-02 What painful problem is solved, how is it handled today, what does that cost, and what evidence shows the problem is real and worth paying to solve? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### STR-03 Who is the user, beneficiary, buyer, budget owner, payer, champion, blocker, and ideal customer profile? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### STR-11 What is the smallest complete and valuable business if the broadest vision, acquisitions, hardware, or physical ecosystem never arrives? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ## 2.2 · Market, Timing & Expansion Evidence artifacts: bottom-up market model with sources; industry reports; procurement research; expansion plan ### STR-04 What are TAM, SAM, SOM, and the reachable near-term market, using a bottom-up method with explicit assumptions and sources? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### STR-05 Why is this possible and urgent now, what non-consensus or earned insight supports it, and what could close the window? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### STR-06 How is the market structured, who controls distribution and procurement, and does the category exhibit network, scale, or winner-take-most effects? Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### STR-12 Which customer segments, geographies, government markets, or adjacent use cases will the company enter, in what order, and why? Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ## 2.3 · Competition, Moat & Roadmap Evidence artifacts: competitive matrix; win/loss records; switching-cost evidence; product roadmap; partnership agreements ### STR-07 Who are the direct, indirect, internal-build, do-nothing, and adjacent alternatives, and how does the company compare? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### STR-08 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 inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### STR-09 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 inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### STR-10 What is the wedge, what is deliberately out of scope, what milestones and roadmap follow, and who controls scope expansion? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ## 02 artifact definitions ### bottom-up market model with sources Kind: POSITION. Connected questions: STR-04, STR-05, STR-06, STR-12. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### competitive matrix Kind: POSITION. Connected questions: STR-07, STR-08, STR-09, STR-10. Boilerplate candidate: no. A side-by-side comparison of the company against named competitors on the dimensions that actually matter to buyers. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### discovery notes Kind: PRIMARY. Connected questions: STR-01, STR-02, STR-03, STR-11. Boilerplate candidate: no. Raw notes from real conversations with prospective customers, capturing what they said in their own words. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### expansion plan Kind: POSITION. Connected questions: STR-04, STR-05, STR-06, STR-12. Boilerplate candidate: no. The company's stated plan for growing into new markets, segments, or geographies. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### ICP definition Kind: POSITION. Connected questions: STR-01, STR-02, STR-03, STR-11. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### industry reports Kind: PRIMARY. Connected questions: STR-04, STR-05, STR-06, STR-12. Boilerplate candidate: no. Third-party research reports about the company's market, used as external validation for sizing and trends. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### partnership agreements Kind: PRIMARY. Connected questions: STR-07, STR-08, STR-09, STR-10. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### positioning one-pager Kind: POSITION. Connected questions: STR-01, STR-02, STR-03, STR-11. Boilerplate candidate: no. A single page stating how the company describes itself, its category, and why it wins — the internal source of truth for messaging. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### problem validation Kind: POSITION. Connected questions: STR-01, STR-02, STR-03, STR-11. Boilerplate candidate: no. Evidence — interviews, data, requests — that the problem the company solves is real and painful enough for people to pay to fix. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### procurement research Kind: POSITION. Connected questions: STR-04, STR-05, STR-06, STR-12. Boilerplate candidate: no. Research into how target customers actually buy: who approves, what the process looks like, what blocks a purchase. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### product roadmap Kind: POSITION. Connected questions: STR-07, STR-08, STR-09, STR-10. Boilerplate candidate: no. The company's planned sequence of future product work. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### falsification tests and stop rules Kind: POSITION. Connected questions: STR-01, STR-02, STR-03, STR-11. Boilerplate candidate: no. A written statement of what would prove the company's core thesis wrong, by when, and what the company will do about it. Each entry names the assumption, the observation that would disconfirm it, the date or spend by which that observation should have arrived, and the decision that follows - continue, change, or stop. This is the discipline that distinguishes a plan from a belief. Its absence is not a documentation gap so much as a thinking gap, and it is unusual enough in early companies that having one is itself a signal. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### switching-cost evidence Kind: PRIMARY. Connected questions: STR-07, STR-08, STR-09, STR-10. Boilerplate candidate: no. Evidence showing how hard or costly it is for a customer to leave once they've adopted the product — a moat signal. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### willingness-to-pay evidence Kind: PRIMARY. Connected questions: STR-01, STR-02, STR-03, STR-11. Boilerplate candidate: no. Evidence that someone will pay, not that they liked the pitch. At the idea stage that is often a reservation: $50, $100, or $1,000 to hold a place. Count how many said yes out of the first hundred conversations. That is signal — move forward, keep talking, or stop — not booked revenue. Surveys without an ask are weaker than a deposit. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### win/loss records Kind: PRIMARY. Connected questions: STR-07, STR-08, STR-09, STR-10. Boilerplate candidate: no. Records of specific deals won or lost, with the stated reason, used to spot patterns. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 # 03 · Product & Technology What exists, and what happens at scale. ## 3.1 · Product Status & Proof Evidence artifacts: demo recording; product documentation; release notes; environment/feature-flag inventory; outcome studies; failure post-mortems ### PRD-01 What product exists now, who built it, what can be used or demonstrated without theater, and where are humans still required? Rating inputs: gate=product; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 70 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### PRD-02 What is production, pilot, prototype, planned, conceptual, or long-range vision, and what evidence supports each maturity claim? Rating inputs: gate=product; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 70 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### PRD-03 What customer or technical outcomes has the product measurably changed, and what independent or reproducible proof supports the claims? Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### PRD-04 What happens when the product or AI is wrong, what is the cost of failure, and what production failures or near misses have occurred? Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 70 | Pre-launch: 85 | Pre-revenue: 90 | In-revenue: 90 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ## 3.2 · Architecture, Scale & Continuity Evidence artifacts: architecture diagrams; infrastructure inventory; uptime and SLA reports; load tests; dependency list; DR plan; DR test evidence; DR testing cadence; BOM and supplier agreements ### PRD-05 What is the end-to-end technical architecture, system boundary, critical path, dependency graph, and current-versus-target implementation? Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 70 | Pre-launch: 85 | Pre-revenue: 90 | In-revenue: 90 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### PRD-06 What performance, scalability, latency, uptime, capacity, and reliability history exists, and what breaks at materially larger scale? Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### PRD-07 How is the product integrated, deployed, updated, observed, supported, and isolated in SaaS, private-cloud, on-premise, edge, or sovereign environments? Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 70 | Pre-launch: 60 | Pre-revenue: 80 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### PRD-08 Which APIs, clouds, compute providers, vendors, components, datasets, and sole-source dependencies are required, and what substitutes or exit paths exist? Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 70 | Pre-launch: 85 | Pre-revenue: 90 | In-revenue: 90 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### PRD-09 What is the written plan if the system went down? A plan can exist when you have a product. This row is the document, not the drill. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 60 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### PRD-10 If hardware is involved, what are the architecture, BOM, suppliers, manufacturing plan, yields, certifications, warranty, inventory, deployment authority, and hardware economics? Rating inputs: gate=product; instrument=any; band=park. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 20 | Pre-launch: 60 | Pre-revenue: 50 | In-revenue: 70 | Pre-seed: 0 | Seed: 5 | Series A & B: 15 | Series C+: 35 ### PRD-11 Have you actually run that plan once — a real recovery drill, not a tabletop slide? One exercised test is the proof the plan is not theater. Do not invent a test history. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 60 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### PRD-12 Is there a testing cadence? Assurance that has to run continuously (SOC 2 Type 2 and similar) is not a one-off drill. Weekly — or otherwise regular — recovery tests are the cadence. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 60 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ## 03 artifact definitions ### architecture diagrams Kind: POSITION. Connected questions: PRD-05, PRD-06, PRD-07, PRD-08, PRD-09, PRD-10, PRD-11, PRD-12. Boilerplate candidate: no. Visual diagrams of how the system is built — services, data flow, infrastructure — synthesized for a reader who isn't already inside the codebase. Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### BOM and supplier agreements Kind: PRIMARY. Connected questions: PRD-05, PRD-06, PRD-07, PRD-08, PRD-09, PRD-10, PRD-11, PRD-12. Boilerplate candidate: no. Bill of materials and the contracts with suppliers, for any product with physical or hardware components. Rating inputs: gate=product; instrument=any; band=park. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 0 | Seed: 5 | Series A & B: 15 | Series C+: 35 ### demo recording Kind: PRIMARY. Connected questions: PRD-01, PRD-02, PRD-03, PRD-04. Boilerplate candidate: no. A recorded walkthrough of the live product. Rating inputs: gate=product; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### dependency list Kind: PRIMARY. Connected questions: PRD-05, PRD-06, PRD-07, PRD-08, PRD-09, PRD-10, PRD-11, PRD-12. Boilerplate candidate: no. The list of external libraries, services, and vendors the product depends on to run. Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### DR plan Kind: POSITION. Connected questions: PRD-05, PRD-06, PRD-07, PRD-08, PRD-09, PRD-10, PRD-11, PRD-12. Boilerplate candidate: no. The written plan if the system went down. Can exist when you have a product. This is the document, not the drill, and not a weekly cadence. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### DR test evidence Kind: PRIMARY. Connected questions: PRD-05, PRD-06, PRD-07, PRD-08, PRD-09, PRD-10, PRD-11, PRD-12. Boilerplate candidate: no. Proof you ran the recovery plan once — a real drill, not a tabletop. Do not invent a test history. One exercised test is this row; a weekly cadence is a different row. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### DR testing cadence Kind: HYBRID. Connected questions: PRD-05, PRD-06, PRD-07, PRD-08, PRD-09, PRD-10, PRD-11, PRD-12. Boilerplate candidate: no. Regular recovery tests (weekly or otherwise continuous), the way SOC 2 Type 2 requires the control to keep running. Not a one-off drill and not the written plan. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### environment/feature-flag inventory Kind: PRIMARY. Connected questions: PRD-01, PRD-02, PRD-03, PRD-04. Boilerplate candidate: no. A list of the deployment environments (dev, staging, prod) and feature flags currently in use. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### failure post-mortems Kind: PRIMARY. Connected questions: PRD-01, PRD-02, PRD-03, PRD-04. Boilerplate candidate: no. Written accounts of past incidents or outages: what broke, why, and what changed afterward. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### infrastructure inventory Kind: PRIMARY. Connected questions: PRD-05, PRD-06, PRD-07, PRD-08, PRD-09, PRD-10, PRD-11, PRD-12. Boilerplate candidate: no. A list of the cloud services, servers, and infrastructure components the product runs on. Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### load tests Kind: PRIMARY. Connected questions: PRD-05, PRD-06, PRD-07, PRD-08, PRD-09, PRD-10, PRD-11, PRD-12. Boilerplate candidate: no. Results from tests that simulate high traffic or usage, showing whether the system holds up under load. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### outcome studies Kind: POSITION. Connected questions: PRD-01, PRD-02, PRD-03, PRD-04. Boilerplate candidate: no. Evidence of the actual results customers get from using the product, not just usage. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### product documentation Kind: PRIMARY. Connected questions: PRD-01, PRD-02, PRD-03, PRD-04. Boilerplate candidate: no. Written documentation of how the product works, for users or internal reference. Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### release notes Kind: PRIMARY. Connected questions: PRD-01, PRD-02, PRD-03, PRD-04. Boilerplate candidate: no. The changelog of what shipped and when. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### uptime and SLA reports Kind: PRIMARY. Connected questions: PRD-05, PRD-06, PRD-07, PRD-08, PRD-09, PRD-10, PRD-11, PRD-12. Boilerplate candidate: no. Records of actual system uptime measured against any service-level commitments made to customers. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 # 04 · AI, Data & Models Every company needs an AI-use plan. If AI is the product, this folder is a headline, not a subsection of product. ## 4.1 · Model Strategy, Quality & Governance Evidence artifacts: 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 ### AI-01 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? If AI is the product: which models, weights, prompts, tools, and deterministic pieces run it, and what is owned, licensed, rented, or replaceable? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### AI-02 How do training, fine-tuning, RAG, context construction, routing, and model/data pipelines work, and what data and rights support them? Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 70 | Pre-launch: 60 | Pre-revenue: 80 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### AI-03 How are AI quality, accuracy, hallucination, calibration, drift, adversarial behavior, and third-party model changes evaluated and monitored? Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### AI-04 Who governs AI releases and autonomy, what actions remain deterministic or human-controlled, and how are misuse, prompt injection, harm, and incidents handled? Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 70 | Pre-launch: 60 | Pre-revenue: 80 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### AI-05 What are the modeled inference, training, GPU, token, latency, energy, take-or-pay, and provider-switching economics by workload and at projected scale — the estimate you can sit down and write? Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 70 | Pre-launch: 60 | Pre-revenue: 80 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### AI-06 What does live history show for those same costs over time — measured usage, not the model? A spreadsheet forecast is not this row. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 70 | Pre-launch: 60 | Pre-revenue: 80 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ## 4.2 · Data Rights & Provenance Evidence artifacts: data flow map; data licensing agreements; training-use terms; consent architecture; provenance/lineage design; DPAs ### DATA-01 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 inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 70 | Pre-launch: 85 | Pre-revenue: 90 | In-revenue: 90 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### DATA-02 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 inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 70 | Pre-launch: 60 | Pre-revenue: 80 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### DATA-03 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 inputs: gate=product; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 20 | Pre-launch: 60 | Pre-revenue: 50 | In-revenue: 70 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ## 04 artifact definitions ### AI governance policy Kind: POSITION. Connected questions: AI-01, AI-02, AI-03, AI-04, AI-05, AI-06. Boilerplate candidate: no. The company's written rules for how it builds, reviews, and deploys AI — who approves what, and what's off-limits. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### consent architecture Kind: POSITION. Connected questions: DATA-01, DATA-02, DATA-03. Boilerplate candidate: no. How the product is designed to capture, store, and honor user consent for data use. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### data flow map Kind: POSITION. Connected questions: DATA-01, DATA-02, DATA-03. Boilerplate candidate: no. A diagram of where data comes from, where it goes, and who or what touches it along the way. Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### data licensing agreements Kind: PRIMARY. Connected questions: DATA-01, DATA-02, DATA-03. Boilerplate candidate: no. Contracts that give the company rights to use specific data sets. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### DPAs Kind: PRIMARY. Connected questions: DATA-01, DATA-02, DATA-03. Boilerplate candidate: no. Data Processing Agreements — contracts with vendors or customers governing how personal data is handled. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### eval sets and results Kind: PRIMARY. Connected questions: AI-01, AI-02, AI-03, AI-04, AI-05, AI-06. Boilerplate candidate: no. The test sets used to measure AI model quality, and how the models scored on them. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### inference cost analysis Kind: POSITION. Connected questions: AI-01, AI-02, AI-03, AI-04, AI-05, AI-06. Boilerplate candidate: no. The modeled estimate of what it costs to run AI models per query or user, at current and projected scale. A sitting. Live history is a different row. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### inference cost history Kind: HYBRID. Connected questions: AI-01, AI-02, AI-03, AI-04, AI-05, AI-06. Boilerplate candidate: no. Measured inference/training cost over time from usage or billing logs — the history that makes the analysis real. A forecast spreadsheet is not this row. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### model cards Kind: POSITION. Connected questions: AI-01, AI-02, AI-03, AI-04, AI-05, AI-06. Boilerplate candidate: no. A short summary for each AI model in use: what it does, its limits, and known failure modes. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### model inventory Kind: PRIMARY. Connected questions: AI-01, AI-02, AI-03, AI-04, AI-05, AI-06. Boilerplate candidate: no. The list of every AI model the company uses or has deployed, in-house or third-party. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### provenance/lineage design Kind: POSITION. Connected questions: DATA-01, DATA-02, DATA-03. Boilerplate candidate: no. How the system is designed to track where a piece of data or an AI output came from and what it passed through. Rating inputs: gate=product; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### provider agreements Kind: PRIMARY. Connected questions: AI-01, AI-02, AI-03, AI-04, AI-05, AI-06. Boilerplate candidate: no. Contracts with the AI model or API providers the company actually uses. Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### red-team reports Kind: PRIMARY. Connected questions: AI-01, AI-02, AI-03, AI-04, AI-05, AI-06. Boilerplate candidate: no. A deliberate attempt to break or misuse the AI system. 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. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### take-or-pay commitments Kind: PRIMARY. Connected questions: AI-01, AI-02, AI-03, AI-04, AI-05, AI-06. Boilerplate candidate: no. Contracts that commit the company to pay for a minimum amount of AI compute or usage, whether or not it's used. Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### training-use terms Kind: PRIMARY. Connected questions: DATA-01, DATA-02, DATA-03. Boilerplate candidate: no. The contractual terms governing whether a data source or provider may use the company's data to train their own models. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 # 05 · Intellectual Property The smallest tab, kept separate: investors look for an IP folder, and here IP is thesis material. ## 5.1 · Portfolio, Title & Obligations Evidence artifacts: patent filings and prosecution records; invention assignments; prior-entity IP assignment; FTO opinion; open-source scan; trademark registrations; license agreements; trade-secret register ### IP-01 What patents, applications, trade secrets, trademarks, copyrights, data rights, and other IP exist, what do they cover, and does the company own them? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### IP-02 Do founder, employee, contractor, advisor, customer, partner, university, and joint-development agreements assign background IP, improvements, feedback, derivatives, and work product correctly? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### IP-03 What freedom-to-operate, open-source, AI-generated-code, third-party licence, in-licensed IP, royalty, escrow, residuals, and source-availability obligations exist? Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### IP-04 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 inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ## 05 artifact definitions ### FTO opinion Kind: PRIMARY. Connected questions: IP-01, IP-02, IP-03, IP-04. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### invention assignments Kind: PRIMARY. Connected questions: IP-01, IP-02, IP-03, IP-04. Boilerplate candidate: yes. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### license agreements Kind: PRIMARY. Connected questions: IP-01, IP-02, IP-03, IP-04. Boilerplate candidate: no. Agreements where the company licenses IP to someone else, or licenses someone else's IP for its own use. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### NDA templates Kind: PRIMARY. Connected questions: IP-01, IP-02, IP-03, IP-04. Boilerplate candidate: yes. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### prior-employer and outside-engagement IP clearance Kind: PRIMARY. Connected questions: IP-01, IP-02, IP-03, IP-04. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### open-source scan Kind: PRIMARY. Connected questions: IP-01, IP-02, IP-03, IP-04. Boilerplate candidate: no. An automated scan of the codebase's open-source dependencies and their license obligations. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### patent filings and prosecution records Kind: PRIMARY. Connected questions: IP-01, IP-02, IP-03, IP-04. Boilerplate candidate: no. The company's patent applications and the full history of their review by the patent office. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### prior-entity IP assignment Kind: PRIMARY. Connected questions: IP-01, IP-02, IP-03, IP-04. Boilerplate candidate: no. Proof that IP created under a predecessor entity was properly transferred to the current company. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### trade-secret register Kind: PRIMARY. Connected questions: IP-01, IP-02, IP-03, IP-04. Boilerplate candidate: no. An internal inventory of what the company treats as a trade secret — specific know-how protected by staying confidential rather than being patented. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### trademark registrations Kind: PRIMARY. Connected questions: IP-01, IP-02, IP-03, IP-04. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 # 06 · Customers & Commercial How the company makes money, and whether it holds. ## 6.1 · Revenue Model, Contracts & Delivery Evidence artifacts: price list; MSA/order form/SOW templates; executed contracts; SLA terms; implementation playbook; partnership and reseller agreements ### COM-01 How does the company make money; what is priced, packaged, contracted, and passed through; and what evidence shows pricing power? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### COM-07 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 inputs: gate=launch; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 90 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### COM-11 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 inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### COM-12 What onboarding, implementation, integration, training, support, success coverage, TCO, time-to-value, and ongoing service burden does each customer require? Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### COM-13 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 inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ## 6.2 · Customers, Traction & References Evidence artifacts: customer list with status; logo permissions; invoices and collections; reference list and consent; win/loss notes; churn analysis ### COM-02 Who are the customers, users, pilots, partners, prospects, and former customers, and what is the exact status of each relationship? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### COM-03 What is current traction, using definitions that reconcile logos, contracts, deployments, usage, bookings, invoices, collections, and revenue? Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### COM-10 Which customers, former customers, employees, investors, vendors, and partners are referenceable, and may a reviewer select and contact them unmoderated? Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### COM-14 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 inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ## 6.3 · Pipeline, Go-to-Market & Retention Evidence artifacts: CRM pipeline export; GTM plan; sales-cycle analysis; cohort model; metric definitions; concentration analysis ### COM-04 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 inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### COM-05 What is the go-to-market motion, channel mix, demand-generation model, and degree of repeatability without the founder? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### COM-06 What are sales-cycle, pilot-to-paid, procurement, security-review, contracting, and expansion conversion rates and timing? Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### COM-08 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 inputs: gate=revenue; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 10 | Pre-launch: 10 | Pre-revenue: 0 | In-revenue: 70 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### COM-09 What customer, revenue, receivable, channel, pricing, exclusivity, custom-engineering, and strategic-partner concentration exists? Rating inputs: gate=revenue; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 10 | Pre-launch: 10 | Pre-revenue: 0 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ## 06 artifact definitions ### churn analysis Kind: HYBRID. Connected questions: COM-02, COM-03, COM-10, COM-14. Boilerplate candidate: no. 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. Rating inputs: gate=revenue; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### cohort model Kind: POSITION. Connected questions: COM-04, COM-05, COM-06, COM-08, COM-09. Boilerplate candidate: no. A model tracking groups of customers who started at the same time, to see how their behavior or revenue changes over time. Rating inputs: gate=revenue; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### concentration analysis Kind: POSITION. Connected questions: COM-04, COM-05, COM-06, COM-08, COM-09. Boilerplate candidate: no. An analysis of how much revenue comes from the company's largest customers — the risk of depending too heavily on a few accounts. Rating inputs: gate=revenue; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### CRM pipeline export Kind: PRIMARY. Connected questions: COM-04, COM-05, COM-06, COM-08, COM-09. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### customer list with status Kind: PRIMARY. Connected questions: COM-02, COM-03, COM-10, COM-14. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### executed contracts Kind: PRIMARY. Connected questions: COM-01, COM-07, COM-11, COM-12, COM-13. Boilerplate candidate: no. The actual signed customer contracts. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### GTM plan Kind: POSITION. Connected questions: COM-04, COM-05, COM-06, COM-08, COM-09. Boilerplate candidate: no. Go-to-market plan — the company's stated strategy for reaching and acquiring customers. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### implementation playbook Kind: POSITION. Connected questions: COM-01, COM-07, COM-11, COM-12, COM-13. Boilerplate candidate: no. The step-by-step process used to onboard and set up a new customer. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### invoices and collections Kind: PRIMARY. Connected questions: COM-02, COM-03, COM-10, COM-14. Boilerplate candidate: no. Records of invoices sent and payments collected or overdue. Rating inputs: gate=revenue; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### logo permissions Kind: PRIMARY. Connected questions: COM-02, COM-03, COM-10, COM-14. Boilerplate candidate: no. Written permission from named customers to use their name or logo publicly in case studies, on the website, or in pitch materials. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### metric definitions Kind: POSITION. Connected questions: COM-04, COM-05, COM-06, COM-08, COM-09. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### MSA/order form/SOW templates Kind: PRIMARY. Connected questions: COM-01, COM-07, COM-11, COM-12, COM-13. Boilerplate candidate: yes. The standard contract templates used with customers: Master Service Agreement, order form, statement of work. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### partnership and reseller agreements Kind: PRIMARY. Connected questions: COM-01, COM-07, COM-11, COM-12, COM-13. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### price list Kind: PRIMARY. Connected questions: COM-01, COM-07, COM-11, COM-12, COM-13. Boilerplate candidate: no. The company's current pricing. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### reference list and consent Kind: PRIMARY. Connected questions: COM-02, COM-03, COM-10, COM-14. Boilerplate candidate: no. Customers willing to speak with investors as references, with their consent on record. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### sales-cycle analysis Kind: POSITION. Connected questions: COM-04, COM-05, COM-06, COM-08, COM-09. Boilerplate candidate: no. An analysis of how long deals take to close and where they tend to stall. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### SLA terms Kind: PRIMARY. Connected questions: COM-01, COM-07, COM-11, COM-12, COM-13. Boilerplate candidate: no. Service-level commitments made to customers, such as uptime or response time. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### win/loss notes Kind: PRIMARY. Connected questions: COM-02, COM-03, COM-10, COM-14. Boilerplate candidate: no. Notes from specific sales opportunities explaining why the company won or lost. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 # 07 · Team & Organization Who the people are, on what terms, and what happens if one leaves. ## 7.1 · Founders & Leadership Evidence artifacts: founder bios and CVs; prior-company verification; operating cadence documentation; reference contact list; background checks ### PPL-01 Who are the founders, what is their verified history, qualifications, prior outcomes, domain insight, and unique fitness for this company? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### PPL-02 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 inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### PPL-09 How does the executive operating model work in practice, including domains, cadence, tie-breaking, delegation, firing authority, and founder critical-path dependence? Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### PPL-10 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 inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### PPL-11 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 inputs: gate=none; instrument=priced_up; band=seed. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ## 7.2 · 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. Evidence artifacts: roster with employment status; offer letters and employment agreements; contractor and EOR agreements; PIIA coverage log; org chart; hiring plan; compensation bands ### PPL-03 Who works for the company, in what role and reporting line, at what allocation, location, start date, and employment or service status? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### PPL-04 Are workers correctly classified and compliant across W-2, 1099, EOR, immigration, wage/hour, leave, benefits, and jurisdictional obligations? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### PPL-05 Has every founder, employee, contractor, and relevant advisor signed current confidentiality, invention-assignment, acceptable-use, and security agreements? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### PPL-06 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 inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### PPL-07 What are salary, bonus, equity, benefits, severance, commission, compensation philosophy, pay-equity, and retention arrangements? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### PPL-08 What key-person dependencies and succession risks exist, and what happens if a founder or critical leader becomes unavailable? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ## 07 artifact definitions ### background checks Kind: PRIMARY. Connected questions: PPL-01, PPL-02, PPL-09, PPL-10, PPL-11. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=priced_up; band=seed. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### compensation bands Kind: POSITION. Connected questions: PPL-03, PPL-04, PPL-05, PPL-06, PPL-07, PPL-08. Boilerplate candidate: no. The company's defined salary ranges by role and level. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### contractor and EOR agreements Kind: PRIMARY. Connected questions: PPL-03, PPL-04, PPL-05, PPL-06, PPL-07, PPL-08. Boilerplate candidate: yes. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### key-person risk and continuity plan Kind: POSITION. Connected questions: PPL-01, PPL-02, PPL-09, PPL-10, PPL-11. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### founder bios and CVs Kind: PRIMARY. Connected questions: PPL-01, PPL-02, PPL-09, PPL-10, PPL-11. Boilerplate candidate: no. Founders' professional backgrounds and history. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### hiring plan Kind: POSITION. Connected questions: PPL-03, PPL-04, PPL-05, PPL-06, PPL-07, PPL-08. Boilerplate candidate: no. 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." Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### founder commitment and outside-activity disclosure Kind: PRIMARY. Connected questions: PPL-01, PPL-02, PPL-09, PPL-10, PPL-11. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### offer letters and employment agreements Kind: PRIMARY. Connected questions: PPL-03, PPL-04, PPL-05, PPL-06, PPL-07, PPL-08. Boilerplate candidate: yes. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### operating cadence documentation Kind: POSITION. Connected questions: PPL-01, PPL-02, PPL-09, PPL-10, PPL-11. Boilerplate candidate: no. How the company runs itself day to day — meeting rhythms, planning cycles, decision-making process. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### PIIA coverage log Kind: PRIMARY. Connected questions: PPL-03, PPL-04, PPL-05, PPL-06, PPL-07, PPL-08. Boilerplate candidate: no. A tracked record of who has signed a Proprietary Information and Inventions Assignment agreement, and who hasn't. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### prior-company verification Kind: PRIMARY. Connected questions: PPL-01, PPL-02, PPL-09, PPL-10, PPL-11. Boilerplate candidate: no. Confirmation that founders' claimed prior work history and titles are accurate. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### reference contact list Kind: PRIMARY. Connected questions: PPL-01, PPL-02, PPL-09, PPL-10, PPL-11. Boilerplate candidate: no. People who can speak to the founders' or team's track record, for investor reference checks. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### roster with employment status Kind: PRIMARY. Connected questions: PPL-03, PPL-04, PPL-05, PPL-06, PPL-07, PPL-08. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 # 08 · Financials The numbers, where they come from, and whether they can be trusted. ## 8.1 · Liquidity, Runway & Working Capital Evidence artifacts: bank statements; burn and runway model; AR/AP aging; lease and purchase commitments ### FIN-01 What are current cash, restricted cash, gross and net burn, committed obligations, runway, financing dependencies, and scenario outcomes as of a named date? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### FIN-05 What are accounts receivable, aging, bad debt, accounts payable, accrued liabilities, inventory, deferred items, working capital, current ratio, and quick ratio? Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### FIN-11 What capex, deposits, inventory, leases, purchase obligations, take-or-pay commitments, equipment, and long-term resource commitments exist? Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ## 8.2 · Revenue, Statements & Books Evidence artifacts: financial statements by period; GL export; revenue recognition policy; accountant engagement; audit or review report; unit-economics model ### FIN-02 What are revenue, ARR/MRR, bookings, billings, collections, ACV/TCV, deferred revenue, and recognition policies, and how do they reconcile? Rating inputs: gate=revenue; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 10 | Pre-launch: 10 | Pre-revenue: 0 | In-revenue: 70 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### FIN-03 What do historical and current P&L, balance sheet, cash-flow statement, bank records, and general ledger show by entity and period? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### FIN-04 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 inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### FIN-06 What are COGS, gross margin, contribution margin, service burden, infrastructure/model cost, and margin by product, customer, cohort, and deployment type? Rating inputs: gate=revenue; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 10 | Pre-launch: 10 | Pre-revenue: 0 | In-revenue: 70 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### FIN-07 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 inputs: gate=revenue; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 10 | Pre-launch: 10 | Pre-revenue: 0 | In-revenue: 70 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ## 8.3 · Forecast, Use of Funds, Tax & Fund Controls Evidence artifacts: financial model with assumptions; plan-vs-actual history; use-of-proceeds budget; tax returns and filing confirmations; payroll tax records; fund segregation policy ### FIN-08 What is the integrated forecast, model horizon, scenario set, operating assumptions, sensitivities, milestones, and historical variance to plan? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### FIN-09 What is the path to profitability, self-financing, and cash-flow break-even, and which assumptions or external events must hold? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### FIN-10 What is the use-of-proceeds budget by amount, entity, workstream, milestone, timing, contingency, and financing scenario? Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### FIN-12 What federal, state, local, international, payroll, sales/use, franchise, income, R&D-capitalization, and nexus tax positions and filings exist? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### FIN-13 What distributions, dividends, repurchases, redemptions, shareholder payments, founder loans, reimbursements, or other value transfers have occurred or are permitted? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### FIN-14 How are restricted, grant, program, debt, customer, or investor funds segregated, approved, traced, reported, and reconciled to their permitted uses? Rating inputs: gate=none; instrument=any; band=park. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 0 | Pre-seed: 0 | Seed: 5 | Series A & B: 15 | Series C+: 35 ## 08 artifact definitions ### accountant engagement Kind: PRIMARY. Connected questions: FIN-02, FIN-03, FIN-04, FIN-06, FIN-07. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### AR/AP aging Kind: PRIMARY. Connected questions: FIN-01, FIN-05, FIN-11. Boilerplate candidate: no. 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. Rating inputs: gate=revenue; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### audit or review report Kind: PRIMARY. Connected questions: FIN-02, FIN-03, FIN-04, FIN-06, FIN-07. Boilerplate candidate: no. 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. None is the honest pre-A answer. Rating inputs: gate=none; instrument=any; band=series_b. Scores: Unpriced: 5 | Priced: 20 | Pre-product: 5 | Pre-launch: 5 | Pre-revenue: 5 | In-revenue: 5 | Pre-seed: 5 | Seed: 20 | Series A & B: 70 | Series C+: 90 ### bank statements Kind: PRIMARY. Connected questions: FIN-01, FIN-05, FIN-11. Boilerplate candidate: no. The company's actual bank account statements. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### burn and runway model Kind: POSITION. Connected questions: FIN-01, FIN-05, FIN-11. Boilerplate candidate: no. A model showing how fast the company is spending cash and how many months of runway remain. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### financial model with assumptions Kind: POSITION. Connected questions: FIN-08, FIN-09, FIN-10, FIN-12, FIN-13, FIN-14. Boilerplate candidate: no. The company's forward financial projections, with the underlying assumptions stated explicitly. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### financial statements by period Kind: PRIMARY. Connected questions: FIN-02, FIN-03, FIN-04, FIN-06, FIN-07. Boilerplate candidate: no. Income statement, balance sheet, and cash flow statement for each reporting period. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### fund segregation policy Kind: POSITION. Connected questions: FIN-08, FIN-09, FIN-10, FIN-12, FIN-13, FIN-14. Boilerplate candidate: no. The company's stated policy for keeping customer or investor funds properly separated from operating funds. Rating inputs: gate=none; instrument=any; band=park. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 0 | Pre-seed: 0 | Seed: 5 | Series A & B: 15 | Series C+: 35 ### GL export Kind: PRIMARY. Connected questions: FIN-02, FIN-03, FIN-04, FIN-06, FIN-07. Boilerplate candidate: no. A raw export of the general ledger — every recorded accounting transaction. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### lease and purchase commitments Kind: PRIMARY. Connected questions: FIN-01, FIN-05, FIN-11. Boilerplate candidate: no. Any signed leases or major purchase commitments the company is obligated to. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### payroll tax records Kind: PRIMARY. Connected questions: FIN-08, FIN-09, FIN-10, FIN-12, FIN-13, FIN-14. Boilerplate candidate: no. Records showing payroll taxes have been properly withheld and paid. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### plan-vs-actual history Kind: POSITION. Connected questions: FIN-08, FIN-09, FIN-10, FIN-12, FIN-13, FIN-14. Boilerplate candidate: no. A comparison of what the company projected versus what actually happened, period over period — a credibility check on the forecasting. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### revenue recognition policy Kind: POSITION. Connected questions: FIN-02, FIN-03, FIN-04, FIN-06, FIN-07. Boilerplate candidate: no. The company's stated rule for when revenue counts as "earned" for accounting purposes. Rating inputs: gate=revenue; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### tax returns and filing confirmations Kind: PRIMARY. Connected questions: FIN-08, FIN-09, FIN-10, FIN-12, FIN-13, FIN-14. Boilerplate candidate: no. The company's filed tax returns and proof they were filed on time. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### unit-economics model Kind: POSITION. Connected questions: FIN-02, FIN-03, FIN-04, FIN-06, FIN-07. Boilerplate candidate: no. A model showing the profit or loss on a single unit of the business — one customer, one transaction — the building block behind the bigger financial model. Rating inputs: gate=revenue; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### use-of-proceeds budget Kind: POSITION. Connected questions: FIN-08, FIN-09, FIN-10, FIN-12, FIN-13, FIN-14. Boilerplate candidate: no. How the company plans to spend the money it's raising. Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 # 09 · Capitalization & Financing Who owns what, what instruments exist, and what is being offered now. ## 9.1 · Ownership Ledger & Equity Plan Note: Entity-neutral rule: NOT_FORMED and NOT_ISSUED are complete, valid answers. An unpriced SAFE does not by itself prove shares, units, stockholders, or a cap table. Evidence artifacts: cap table; stock/unit ledger; equity incentive plan; grant agreements; vesting schedules; board consents authorizing issuance; pro-forma conversion model ### CAP-01 What ownership interests have actually been authorized, issued, promised, reserved, repurchased, cancelled, or remain unissued, and who holds them? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### CAP-03 What founder, employee, advisor, and service-provider equity, vesting, option-pool, grant, exercise, expiration, repurchase, and approval terms apply? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### CAP-08 How will existing and proposed instruments convert or dilute under modeled financing, option-pool, recapitalization, redemption, exit, and downside scenarios? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ## 9.2 · Instruments, Financing History & Debt Evidence artifacts: executed SAFEs and notes; warrant agreements; side letters; prior round documents; loan and security agreements; UCC search results; lien releases ### CAP-02 What SAFEs, notes, warrants, preferred rights, side letters, redemption, withdrawal, MFN, pro-rata, ROFR/ROFO, voting, and other instruments or special rights exist? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### CAP-04 What financing has been raised, from whom, on what dates and instruments, for what amount and use, and what happened to the capital? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### CAP-10 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 inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ## 9.3 · Current Round & Investor Rights Note: Round status, allocations, negotiation asks, and closing choreography are transaction overlay, not durable company truth. Evidence artifacts: instrument template; term sheet; valuation support and comparables; subscription documents; closing checklist; investor rights summary ### CAP-05 What instrument is being offered now, by which entity, for what raise size, price/cap, discount, interest, maturity, closing mechanics, and material terms? Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### CAP-06 What is the current round status, including lead, committed, signed, wired, soft-circled, minimum close, allocation, dependencies, timing, and closing risks? Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### CAP-07 What evidence, comparable set, methodology, independent input, milestones, assets, traction, and risk support the offered price, cap, or valuation? Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### CAP-09 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 inputs: gate=none; instrument=priced_up; band=seed. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### CAP-11 How can a holder realize a return, what conversion, distribution, secondary, redemption, acquisition, IPO, wind-down, loss, and time-horizon outcomes are possible? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### CAP-12 What follow-on capital, reserves, milestones, ownership targets, signal risk, and next-round requirements are expected after this financing? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ## 09 artifact definitions ### board consents authorizing issuance Kind: PRIMARY. Connected questions: CAP-01, CAP-03, CAP-08. Boilerplate candidate: no. Board approval specifically authorizing the company to issue new equity or convertible instruments. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### cap table Kind: PRIMARY. Connected questions: CAP-01, CAP-03, CAP-08. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=priced_up; band=early. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### closing checklist Kind: POSITION. Connected questions: CAP-05, CAP-06, CAP-07, CAP-09, CAP-11, CAP-12. Boilerplate candidate: no. The list of steps and documents required to complete a financing round. Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### equity incentive plan Kind: PRIMARY. Connected questions: CAP-01, CAP-03, CAP-08. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=priced_up; band=early. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### executed SAFEs and notes Kind: PRIMARY. Connected questions: CAP-02, CAP-04, CAP-10. Boilerplate candidate: no. The signed SAFE (Simple Agreement for Future Equity) or convertible note agreements from prior fundraising. Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### grant agreements Kind: PRIMARY. Connected questions: CAP-01, CAP-03, CAP-08. Boilerplate candidate: yes. 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. Rating inputs: gate=none; instrument=priced_up; band=early. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### founder restricted stock and repurchase rights Kind: PRIMARY. Connected questions: CAP-01, CAP-03, CAP-08. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### vesting schedules Kind: PRIMARY. Connected questions: CAP-01, CAP-03, CAP-08. Boilerplate candidate: yes. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### instrument template Kind: PRIMARY. Connected questions: CAP-05, CAP-06, CAP-07, CAP-09, CAP-11, CAP-12. Boilerplate candidate: yes. 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. Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### investor rights summary Kind: POSITION. Connected questions: CAP-05, CAP-06, CAP-07, CAP-09, CAP-11, CAP-12. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=priced_up; band=seed. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### lien releases Kind: PRIMARY. Connected questions: CAP-02, CAP-04, CAP-10. Boilerplate candidate: no. Documents confirming any lien against company assets has been released or paid off. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### loan and security agreements Kind: PRIMARY. Connected questions: CAP-02, CAP-04, CAP-10. Boilerplate candidate: no. Loan agreements and any related agreements that give a lender a security interest in company assets. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### prior round documents Kind: PRIMARY. Connected questions: CAP-02, CAP-04, CAP-10. Boilerplate candidate: no. The full document set from the company's previous financing rounds. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### pro-forma conversion model Kind: POSITION. Connected questions: CAP-01, CAP-03, CAP-08. Boilerplate candidate: no. A model showing how the cap table changes once outstanding SAFEs or notes convert to equity. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### side letters Kind: PRIMARY. Connected questions: CAP-02, CAP-04, CAP-10. Boilerplate candidate: yes. Any additional agreements with specific investors that sit alongside the main financing documents. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### stock/unit ledger Kind: PRIMARY. Connected questions: CAP-01, CAP-03, CAP-08. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=priced_forced; band=always. Scores: Unpriced: 15 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### subscription documents Kind: PRIMARY. Connected questions: CAP-05, CAP-06, CAP-07, CAP-09, CAP-11, CAP-12. Boilerplate candidate: no. The paperwork an investor signs to actually purchase into the round. Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### term sheet Kind: PRIMARY. Connected questions: CAP-05, CAP-06, CAP-07, CAP-09, CAP-11, CAP-12. Boilerplate candidate: no. The document setting out the proposed terms of the financing round before final legal documents are drafted. Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### UCC search results Kind: PRIMARY. Connected questions: CAP-02, CAP-04, CAP-10. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### valuation support and comparables Kind: POSITION. Connected questions: CAP-05, CAP-06, CAP-07, CAP-09, CAP-11, CAP-12. Boilerplate candidate: no. The reasoning and comparable-company data used to support the round's valuation. Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### undocumented equity promises register Kind: PRIMARY. Connected questions: CAP-01, CAP-03, CAP-08. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### warrant agreements Kind: PRIMARY. Connected questions: CAP-02, CAP-04, CAP-10. Boilerplate candidate: yes. Agreements granting the right to purchase equity at a set price in the future. Rating inputs: gate=none; instrument=priced_up; band=seed. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 # 10 · Governance & Controls Who decides, who checks, and what gets reported. ## 10.1 · Board, Decision Rights & Reporting Evidence artifacts: board consents and minutes; voting agreements; protective provisions; observer agreements; information rights terms; historical investor updates ### GOV-01 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 inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### GOV-02 Who holds voting, veto, protective, budget, debt, lien, issuance, sale, mission, compensation, hiring/firing, and tie-breaking authority? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### GOV-03 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 inputs: gate=none; instrument=priced_up; band=seed. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### GOV-05 Who can check, remove, replace, or overrule a founder or executive, and how do continuity, incapacity, deadlock, misconduct, and crisis procedures work? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### GOV-09 What is the investor/holder reporting cadence, who owns it, and how accurate were prior forecasts, milestones, claims, and disclosures versus later outcomes? Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ## 10.2 · Approvals, Conflicts, Controls & Commitments Evidence artifacts: delegation of authority matrix; conflict disclosures and register; internal control documentation; corporate policies; charter provisions locking commitments ### GOV-04 What approvals, consents, notices, formalities, and records are required before material corporate, financing, related-party, compensation, or strategic actions? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### GOV-06 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 inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### GOV-07 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 inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### GOV-08 What code of conduct, whistleblower, ethics, records, approval, delegation, anti-retaliation, and policy-governance framework exists? Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### GOV-10 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 inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ## 10 artifact definitions ### board consents and minutes Kind: PRIMARY. Connected questions: GOV-01, GOV-02, GOV-03, GOV-05, GOV-09. Boilerplate candidate: no. The written record of board decisions and meetings. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### charter provisions locking commitments Kind: PRIMARY. Connected questions: GOV-04, GOV-06, GOV-07, GOV-08, GOV-10. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### conflict disclosures and register Kind: PRIMARY. Connected questions: GOV-04, GOV-06, GOV-07, GOV-08, GOV-10. Boilerplate candidate: no. The compiled record of all disclosed conflicts of interest across the company, kept as an ongoing register. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### corporate policies Kind: POSITION. Connected questions: GOV-04, GOV-06, GOV-07, GOV-08, GOV-10. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### delegation of authority matrix Kind: POSITION. Connected questions: GOV-04, GOV-06, GOV-07, GOV-08, GOV-10. Boilerplate candidate: no. A table showing who is authorized to approve what — spending limits, contract signing, etc. Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### historical investor updates Kind: PRIMARY. Connected questions: GOV-01, GOV-02, GOV-03, GOV-05, GOV-09. Boilerplate candidate: no. Past investor update emails or reports the company has sent. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### information rights terms Kind: PRIMARY. Connected questions: GOV-01, GOV-02, GOV-03, GOV-05, GOV-09. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=priced_up; band=seed. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### internal control documentation Kind: POSITION. Connected questions: GOV-04, GOV-06, GOV-07, GOV-08, GOV-10. Boilerplate candidate: no. Documentation of the company's financial and operational controls, such as approval chains and segregation of duties. Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### authorized signers and banking control Kind: PRIMARY. Connected questions: GOV-01, GOV-02, GOV-03, GOV-05, GOV-09. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### observer agreements Kind: PRIMARY. Connected questions: GOV-01, GOV-02, GOV-03, GOV-05, GOV-09. Boilerplate candidate: yes. Agreements granting a board observer, a non-voting attendee, their seat. Rating inputs: gate=none; instrument=priced_up; band=seed. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### protective provisions Kind: PRIMARY. Connected questions: GOV-01, GOV-02, GOV-03, GOV-05, GOV-09. Boilerplate candidate: no. Provisions giving investors veto rights over specific major company decisions. Rating inputs: gate=none; instrument=priced_forced; band=seed. Scores: Unpriced: 15 | Priced: 95 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### voting agreements Kind: PRIMARY. Connected questions: GOV-01, GOV-02, GOV-03, GOV-05, GOV-09. Boilerplate candidate: yes. Agreements governing how certain shareholders vote their shares together. Rating inputs: gate=none; instrument=priced_forced; band=seed. Scores: Unpriced: 15 | Priced: 95 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 # 11 · Legal, Risk, Security & Compliance The largest folder. If it becomes unusable the clean split is Legal & Risk (6) and Security, Privacy & Compliance (17) — but not on day one. ## 11.1 · Litigation, Contractual Risk & Insurance Evidence artifacts: litigation schedule; demand letters and settlements; material contract summaries; insurance policies with limits and exclusions; counsel opinions ### RISK-01 What pending, threatened, settled, or historical litigation, disputes, claims, investigations, complaints, defaults, employment matters, or regulatory inquiries exist? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### RISK-02 What material contracts, obligations, restrictions, termination rights, assignment limits, change-of-control terms, long-term commitments, or off-balance-sheet arrangements exist? Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### RISK-03 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 inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ## 11.2 · Enterprise & Dependency Risk Evidence artifacts: risk register; dependency map; vendor concentration analysis; mitigation plans ### RISK-04 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 inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### RISK-05 What supplier, hardware, compute, data, cloud, customer, partner, geographic, infrastructure, or single-point dependency could interrupt or constrain the business? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ## 11.3 · Security Program & Incidents Evidence artifacts: security policy set; architecture and threat model; pen test reports and retests; audit reports or readiness assessments; incident log; vendor security reviews ### SEC-01 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 inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 70 | Pre-launch: 85 | Pre-revenue: 90 | In-revenue: 90 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### SEC-02 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 inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 60 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### SEC-03 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 inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 20 | Pre-launch: 15 | Pre-revenue: 40 | In-revenue: 60 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### SEC-04 What security, privacy, availability, model, insider, vendor, or data incidents and near misses have occurred, and what notification, investigation, remediation, and learning followed? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ## 11.4 · Privacy & Data Protection Evidence artifacts: privacy policy; records of processing; DPAs and SCCs; subprocessor register; deletion and retention procedure with test evidence; DPIAs ### PRV-01 What privacy and data-rights program governs notice, lawful basis, consent, purpose limitation, minimization, access, correction, portability, restriction, objection, retention, and deletion? Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 70 | Pre-launch: 85 | Pre-revenue: 90 | In-revenue: 90 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### PRV-02 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 inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 70 | Pre-launch: 60 | Pre-revenue: 80 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### PRV-03 Which subprocessors, model providers, affiliates, partners, and jurisdictions receive data, under what DPAs, SCCs, transfer mechanisms, audit rights, and liability allocations? Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 70 | Pre-launch: 60 | Pre-revenue: 80 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ## 11.5 · Regulatory & Statutory Compliance Evidence artifacts: 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 ### REG-01 Which corporate, consumer, privacy, employment, financial, sector, procurement, safety, environmental, accessibility, and other regulatory regimes apply, and what is the status under each? Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### REG-02 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 inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### REG-03 What export-control, ITAR/EAR, sanctions, OFAC, anti-bribery, beneficial-ownership, political-exposure, foreign-investment, CFIUS, and sovereign-access constraints apply? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### REG-04 What securities-law exemption, solicitation, accreditation, KYC/AML, broker/dealer, placement-agent, jurisdiction, transfer, tax-form, and investor-eligibility requirements govern each financing? Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### REG-05 What employment, immigration, ERISA/benefits, non-compete, wage/hour, worker-classification, workplace-safety, and workforce-reporting obligations exist? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### REG-06 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 inputs: gate=none; instrument=priced_up; band=seed. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### REG-08 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 inputs: gate=none; instrument=priced_up; band=early. Scores: Unpriced: 30 | Priced: 85 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### REG-07 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 inputs: gate=none; instrument=any; band=park. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 0 | Pre-seed: 0 | Seed: 5 | Series A & B: 15 | Series C+: 35 ## 11.6 · 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. Evidence artifacts: LOIs and transaction documents; subsequent-events log; readiness assessments ### TXN-01 What acquisitions, dispositions, restructurings, strategic alternatives, subsequent events, material adverse changes, or transaction pipelines exist, and what integration or execution capacity supports them? Rating inputs: gate=none; instrument=any; band=park. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 0 | Pre-seed: 0 | Seed: 5 | Series A & B: 15 | Series C+: 35 ### PUB-01 If public reporting is applicable or planned, what SEC registration, periodic reporting, disclosure controls, filing calendar, materiality, risk-factor, and restatement framework exists? Rating inputs: gate=none; instrument=any; band=series_c. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 0 | Pre-seed: 0 | Seed: 5 | Series A & B: 25 | Series C+: 85 ### PUB-02 What ICFR, audit committee, independent auditor, internal audit, SOX 302/404, control-deficiency, remediation, and management-certification readiness exists? Rating inputs: gate=none; instrument=any; band=series_c. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 0 | Pre-seed: 0 | Seed: 5 | Series A & B: 25 | Series C+: 85 ### PUB-03 How are earnings, guidance, segment reporting, KPIs, non-GAAP measures, XBRL, insider trading, Regulation FD, MNPI, cybersecurity disclosure, and public corrections governed? Rating inputs: gate=none; instrument=any; band=series_c. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 0 | Pre-seed: 0 | Seed: 5 | Series A & B: 25 | Series C+: 85 ## 11.7 · 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. Evidence artifacts: opportunity register; certification-to-revenue-access analysis; partnership LOIs; patent claim-coverage mapping to future markets; adjacency analysis ### OPP-01 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 inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### OPP-02 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 inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### OPP-03 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 inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### OPP-04 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 inputs: gate=none; instrument=any; band=park. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 0 | Pre-seed: 0 | Seed: 5 | Series A & B: 15 | Series C+: 35 ## 11 artifact definitions ### 409A valuation Kind: PRIMARY. Connected questions: REG-01, REG-02, REG-03, REG-04, REG-05, REG-06, REG-07, REG-08. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=priced_forced; band=seed. Scores: Unpriced: 15 | Priced: 95 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### 83(b) elections with proof of timely filing Kind: PRIMARY. Connected questions: REG-01, REG-02, REG-03, REG-04, REG-05, REG-06, REG-07, REG-08. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### adjacency analysis Kind: POSITION. Connected questions: OPP-03. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### AI framework mapping Kind: POSITION. Connected questions: REG-01, REG-02, REG-03, REG-04, REG-05, REG-06, REG-07, REG-08. Boilerplate candidate: no. Mapping the company's AI practices against a named external AI risk or governance framework, so alignment is shown rather than asserted. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### architecture and threat model Kind: POSITION. Connected questions: SEC-01, SEC-02, SEC-03, SEC-04. Boilerplate candidate: no. A model of the system's attack surface: what could go wrong, from where, and what stops it. Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### audit reports or readiness assessments Kind: PRIMARY. Connected questions: SEC-01, SEC-02, SEC-03, SEC-04. Boilerplate candidate: no. Completed security or compliance audits, or assessments of how ready the company is to pass one. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### certification-to-revenue-access analysis Kind: POSITION. Connected questions: OPP-02. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### counsel memoranda Kind: PRIMARY. Connected questions: REG-01, REG-02, REG-03, REG-04, REG-05, REG-06, REG-07, REG-08. Boilerplate candidate: no. Written legal analysis from outside counsel on a specific question. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### counsel opinions Kind: PRIMARY. Connected questions: RISK-01, RISK-02, RISK-03. Boilerplate candidate: no. Formal legal opinions from outside counsel. Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### deletion and retention procedure with test evidence Kind: POSITION. Connected questions: PRV-01, PRV-02, PRV-03. Boilerplate candidate: no. The company's documented process for deleting or retaining data on schedule, plus proof the process was actually tested. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### demand letters and settlements Kind: PRIMARY. Connected questions: RISK-01, RISK-02, RISK-03. Boilerplate candidate: no. Any legal demand letters received and how they were resolved. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### dependency map Kind: POSITION. Connected questions: RISK-04, RISK-05. Boilerplate candidate: no. A map of the company's critical dependencies — vendors, infrastructure, key people — and what breaks if each one fails. Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### DPAs and SCCs Kind: PRIMARY. Connected questions: PRV-01, PRV-02, PRV-03. Boilerplate candidate: no. Data Processing Agreements and Standard Contractual Clauses — the contracts governing data transfer and processing, including across borders. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### DPIAs Kind: POSITION. Connected questions: PRV-01, PRV-02, PRV-03. Boilerplate candidate: no. Data Protection Impact Assessments — formal assessments of privacy risk for a specific data use. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### export classification Kind: POSITION. Connected questions: REG-01, REG-02, REG-03, REG-04, REG-05, REG-06, REG-07, REG-08. Boilerplate candidate: no. 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. Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### Form D and blue-sky filings Kind: PRIMARY. Connected questions: REG-01, REG-02, REG-03, REG-04, REG-05, REG-06, REG-07, REG-08. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=this_round; band=always. Scores: Unpriced: 95 | Priced: 70 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### incident log Kind: PRIMARY. Connected questions: SEC-01, SEC-02, SEC-03, SEC-04. Boilerplate candidate: no. A running record of security or operational incidents as they happen. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### insurance policies with limits and exclusions Kind: PRIMARY. Connected questions: RISK-01, RISK-02, RISK-03. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### litigation schedule Kind: POSITION. Connected questions: RISK-01, RISK-02, RISK-03. Boilerplate candidate: no. A list of any current or past litigation involving the company. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### LOIs and transaction documents Kind: PRIMARY. Connected questions: TXN-01, PUB-01, PUB-02, PUB-03. Boilerplate candidate: no. Letters of Intent and other documents from any M&A or major transaction discussions. Rating inputs: gate=none; instrument=any; band=park. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 0 | Pre-seed: 0 | Seed: 5 | Series A & B: 15 | Series C+: 35 ### material contract summaries Kind: POSITION. Connected questions: RISK-01, RISK-02, RISK-03. Boilerplate candidate: no. Plain-language summaries of the company's most important contracts, for a reader who won't read the full legal text. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### mitigation plans Kind: POSITION. Connected questions: RISK-04, RISK-05. Boilerplate candidate: no. The company's stated plans for reducing specific identified risks. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### opportunity register Kind: POSITION. Connected questions: OPP-01, OPP-02, OPP-03, OPP-04. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### partnership LOIs Kind: PRIMARY. Connected questions: OPP-01, COM-13. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### patent claim-coverage mapping to future markets Kind: POSITION. Connected questions: OPP-04. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### pen test reports and retests Kind: PRIMARY. Connected questions: SEC-01, SEC-02, SEC-03, SEC-04. Boilerplate candidate: no. 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. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### privacy policy Kind: POSITION. Connected questions: PRV-01, PRV-02, PRV-03. Boilerplate candidate: no. The company's public-facing policy on how it collects and uses personal data. Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### readiness assessments Kind: POSITION. Connected questions: TXN-01, PUB-01, PUB-02, PUB-03. Boilerplate candidate: no. Assessments of how prepared the company is for a specific event, such as a transaction, an audit, or going public. Rating inputs: gate=none; instrument=any; band=series_c. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 0 | Pre-seed: 0 | Seed: 5 | Series A & B: 25 | Series C+: 85 ### records of processing Kind: PRIMARY. Connected questions: PRV-01, PRV-02, PRV-03. Boilerplate candidate: no. 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. Rating inputs: gate=launch; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### regulatory applicability analysis Kind: POSITION. Connected questions: REG-01, REG-02, REG-03, REG-04, REG-05, REG-06, REG-07, REG-08. Boilerplate candidate: no. An analysis of which laws and regulations actually apply to the company's business, industry, and jurisdictions. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### risk register Kind: POSITION. Connected questions: RISK-04, RISK-05. Boilerplate candidate: no. A prioritized, maintained list of the company's key risks with likelihood, impact, and mitigation noted for each. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### security policy set Kind: POSITION. Connected questions: SEC-01, SEC-02, SEC-03, SEC-04. Boilerplate candidate: no. The company's written security policies, such as access control and incident response. Rating inputs: gate=product; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### subprocessor register Kind: PRIMARY. Connected questions: PRV-01, PRV-02, PRV-03. Boilerplate candidate: no. A list of every third-party vendor the company uses that touches customer or personal data on its behalf. Rating inputs: gate=product; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 65 | Pre-revenue: 70 | In-revenue: 85 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### subsequent-events log Kind: PRIMARY. Connected questions: TXN-01, PUB-01, PUB-02, PUB-03. Boilerplate candidate: no. A record of material events that happened after the company's last financial statement date but before it's shared with investors. Rating inputs: gate=none; instrument=any; band=park. Scores: Unpriced: 0 | Priced: 5 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 0 | In-revenue: 0 | Pre-seed: 0 | Seed: 5 | Series A & B: 15 | Series C+: 35 ### vendor concentration analysis Kind: POSITION. Connected questions: RISK-04, RISK-05. Boilerplate candidate: no. An analysis of how dependent the company is on a small number of vendors — a supply-chain risk check. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### vendor security reviews Kind: PRIMARY. Connected questions: SEC-01, SEC-02, SEC-03, SEC-04. Boilerplate candidate: no. 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. Rating inputs: gate=launch; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 0 | Pre-launch: 0 | Pre-revenue: 55 | In-revenue: 80 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 # 12 · Mission & Impact What the company refuses to do, what it measures, and whether the commitment survives a check, a new board, or a sale. ## 12.1 · 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. Evidence artifacts: mission statement; charter or PBC provisions; funded activity records; values side letters; commitment governance documentation ### IMP-01 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 inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### IMP-02 Which mission, community, charitable, physical, environmental, or ecosystem activities operate today, which are financed, and which remain planned or conditional? Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### IMP-08 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 inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ## 12.2 · Impact Measurement, Refusal & Externalities Evidence artifacts: impact framework mapping; measurement methodology and baseline; third-party verification; acceptable-use and refusal policy; declined-revenue log; lifecycle analysis ### IMP-03 What is the theory of change, baseline, counterfactual, beneficiaries, additionality, metrics, targets, data sources, cadence, assurance, unintended effects, and remediation for claimed impact? Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### IMP-04 What independent verification, stakeholder participation, impact framework, assurance, audit, adverse finding, and correction process makes impact claims checkable? Rating inputs: gate=none; instrument=any; band=series_b. Scores: Unpriced: 5 | Priced: 20 | Pre-product: 5 | Pre-launch: 5 | Pre-revenue: 5 | In-revenue: 5 | Pre-seed: 5 | Seed: 20 | Series A & B: 70 | Series C+: 90 ### IMP-05 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 inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### IMP-06 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 inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### IMP-07 What energy, compute, emissions, water, materials, waste, supply-chain, embodied-carbon, land, community, and lifecycle externalities exist now and in the roadmap? Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### IMP-09 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 inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ## 12 artifact definitions ### acceptable-use and refusal policy Kind: POSITION. Connected questions: IMP-03, IMP-04, IMP-05, IMP-06, IMP-07, IMP-09. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### charter or PBC provisions Kind: PRIMARY. Connected questions: IMP-01, IMP-02, IMP-08, GOV-10. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### commitment governance documentation Kind: POSITION. Connected questions: IMP-01, IMP-02, IMP-08, GOV-10. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### declined-revenue log Kind: PRIMARY. Connected questions: IMP-03, IMP-04, IMP-05, IMP-06, IMP-07, IMP-09. Boilerplate candidate: no. A record of revenue the company deliberately turned down because it conflicted with its mission or values. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90 ### funded activity records Kind: PRIMARY. Connected questions: IMP-01, IMP-02, IMP-08. Boilerplate candidate: no. Records of activities the company has funded in service of its mission, such as charitable work or free-access programs. Rating inputs: gate=none; instrument=any; band=early. Scores: Unpriced: 85 | Priced: 90 | Pre-product: 85 | Pre-launch: 85 | Pre-revenue: 85 | In-revenue: 85 | Pre-seed: 85 | Seed: 90 | Series A & B: 90 | Series C+: 90 ### impact framework mapping Kind: POSITION. Connected questions: IMP-03, IMP-04, IMP-05, IMP-06, IMP-07, IMP-09. Boilerplate candidate: no. Mapping the company's impact claims against a recognized external framework so they can be checked, not just asserted. Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### lifecycle analysis Kind: POSITION. Connected questions: IMP-03, IMP-04, IMP-05, IMP-06, IMP-07, IMP-09. Boilerplate candidate: no. An analysis of the product's or mission's stage of maturity and what typically comes next at each stage. Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### measurement methodology and baseline Kind: POSITION. Connected questions: IMP-03, IMP-04, IMP-05, IMP-06, IMP-07, IMP-09. Boilerplate candidate: no. How the company actually measures its stated impact, and the starting baseline it measures against. Rating inputs: gate=none; instrument=any; band=series_a. Scores: Unpriced: 15 | Priced: 40 | Pre-product: 15 | Pre-launch: 15 | Pre-revenue: 15 | In-revenue: 15 | Pre-seed: 15 | Seed: 40 | Series A & B: 85 | Series C+: 90 ### mission statement Kind: POSITION. Connected questions: IMP-01, IMP-02, IMP-08. Boilerplate candidate: no. 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. Rating inputs: gate=none; instrument=any; band=always. Scores: Unpriced: 95 | Priced: 95 | Pre-product: 95 | Pre-launch: 95 | Pre-revenue: 95 | In-revenue: 95 | Pre-seed: 95 | Seed: 95 | Series A & B: 95 | Series C+: 95 ### third-party verification Kind: PRIMARY. Connected questions: IMP-03, IMP-04, IMP-05, IMP-06, IMP-07, IMP-09. Boilerplate candidate: no. Independent, outside confirmation of the company's impact or mission claims. Rating inputs: gate=none; instrument=any; band=series_b. Scores: Unpriced: 5 | Priced: 20 | Pre-product: 5 | Pre-launch: 5 | Pre-revenue: 5 | In-revenue: 5 | Pre-seed: 5 | Seed: 20 | Series A & B: 70 | Series C+: 90 ### values side letters Kind: PRIMARY. Connected questions: IMP-01, IMP-02, IMP-08, GOV-10. Boilerplate candidate: yes. 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. Rating inputs: gate=none; instrument=any; band=seed. Scores: Unpriced: 70 | Priced: 80 | Pre-product: 40 | Pre-launch: 40 | Pre-revenue: 40 | In-revenue: 40 | Pre-seed: 35 | Seed: 80 | Series A & B: 90 | Series C+: 90