Status
This document is a working terms reference only. It does not constitute a binding legal agreement. Both parties must formalise terms in a shareholders' agreement or equivalent instrument within 30 days of commencement. Shareholder agreements and IP assignment clauses are prerequisites — not follow-ups.
Section 1 — What Kallor BringsStudio contribution framework
1.1Decision Infrastructure
Access to the Kallor Decision Engine — the 6 Lenses, kill filter, structural scoring, and capital efficiency analysis — applied to every idea, pivot, and capital decision across the venture's lifecycle.
1.2Execution Environment
Integration into Kallor's Operator Lab. Access to the structured sprint and validation framework. Time-boxed execution with defined kill/pursue criteria at every gate.
1.3Brand & Credibility
Affiliation with the Kallor Group brand for portfolio and distribution purposes. Association with Kallor's institutional credibility and public proof track record — built through demonstrated judgment, not marketing.
1.4Capital Pathway
A structured pathway to Kallor Capital post-validation. Survivors that pass the execution environment receive a formal capital evaluation — not a guarantee, but a committed process with defined criteria.
1.5Operational Support
Operator-level involvement during build and validation phases. This includes decision governance, milestone accountability, and execution support — not advisory notes, but working participation.
1.6Network & Signal
Access to Kallor's operator network, audience-generated signal via Cull Lab and Judgment Lab, and deal-flow relationships developed across the institution's verticals.
Section 2 — Equity StructureKallor Group ownership position by tier
Studio Build
Kallor initiates + co-builds
20–30%
Equity (Ordinary)
Kallor originates the idea and leads the build alongside the founding operator. Position is fixed from commencement — earned by infrastructure, not time.
Operator Intake
Founder brings · Kallor builds
10–20%
Equity (Ordinary)
Founding operator brings the concept. Kallor provides infrastructure, decision support, and execution environment.
Funded Build
Kallor executes + funds
50%
Equity (Ordinary)
Kallor provides full execution capability and capital. Kallor recovers all deployed costs from first revenues before profit is shared. Post-recovery: 50/50 split.
Capital Deployment
Post-validation · Kallor invests
TBD
Negotiated at round
Post-execution validation, Kallor Capital may deploy at agreed terms. Separate instrument. Studio equity is not diluted without consent.
Section 3 — Governing ConditionsNon-negotiable operating rules
- 3.1All ventures remain subject to KDE evaluation at any stage. A kill decision by Kallor Group terminates the studio relationship. For Studio Build and Operator Intake tiers, equity reverts to the founding operator in full. For the Funded Build tier, Kallor retains equity proportional to capital deployed at the point of termination.
- 3.2Kallor's equity position is fixed from the date of commencement across all tiers. It does not vest. The position is earned by the institution's decision infrastructure, execution environment, and capital — not by time served in the relationship.
- 3.3For Studio Build and Operator Intake tiers, the founding operator retains operational control. Kallor holds an advisory and governance role only, unless explicitly agreed otherwise in writing. For the Funded Build tier, Kallor holds joint operational authority for the duration of the build and cost recovery phase.
- 3.4Kallor Group reserves the right to associate the venture with the Kallor brand for portfolio, public proof, and distribution purposes. The founding operator may not use the Kallor name independently without written consent.
- 3.5This document does not constitute a binding legal agreement. It is a working terms reference. Both parties agree to formalise these terms in a shareholders' agreement or equivalent instrument within 30 days of commencement.