Confidential
WWPS Venture
Executive Summary · Intel Data Center Build
The Opportunity
Through Kevin Klein's referral, we have collectively won a contract to supply 8 data engineers to WWPS (a Cummings-Group subsidiary) for their Intel data center build. This is a high-value, relationship-driven win that is already under contract.
The Master Services Agreement has been executed with Innovolv Inc. — Darren's California C-Corporation — which carries approximately $750K in Net Operating Losses to offset early US profits.
The Team
| Partner | Entity | Role |
|---|---|---|
| Darren Isaacs | Innovolv Inc. (US C-Corp) | Principal · US contracting entity |
| Seth | Triple (SA, 50%) | Partner · SA operations |
| Graham | Triple (SA, 50%) | Partner · SA operations |
| Ilan | Independent (Jersey, UK) | Partner · advisory |
How It Works
- WWPS contracts with Innovolv (US entity required for insurance/compliance)
- Innovolv pre-funds Triple for SA payroll — engineers paid on time regardless of client payment terms
- Triple employs the engineers under South African law (PAYE, UIF, compliance)
- Ilan invoices Innovolv directly as an independent contractor
Profit Split
25 / 25 / 25 / 25
Default starting point for each SOW. Adjustable per engagement based on actual contribution — partners who carry the work get rewarded, non-contributors are adjusted down (10% floor). Decided by majority vote (3 of 4).
Key Protections
- Profit Sharing Agreement — a legally binding contract between all four partners, enforceable regardless of entity structure. No equity relationship required — the contractual commitment protects everyone equally
- Reserve-first distribution — 3–4 months payroll built before any profit distributions
- Conversion Clause — binding commitment to formalize equity if revenue exceeds threshold or 3 of 4 partners vote to do so
- SOW-level governance — each new engagement is an addendum with its own split, adjustable by contribution
- Insurance — GL, E&O, and Cyber liability to be bound before work commences
- Intercompany agreement — arm's length contract between Innovolv and Triple (IRS compliant)
Next Steps
Review and file executed MSA with WWPS Darren
Bind insurance (General Liability, E&O, Cyber) for Innovolv Darren
Confirm Innovolv loan balance and execute repayment to fund working capital Darren + CPA
All partners review and sign the Profit Sharing Agreement All 4 partners
Draft and execute Intercompany Services Agreement (Innovolv ↔ Triple) Darren + attorneys
Confirm Triple entity details (reg number, bank account, directors) Graham / Seth
Engage SA attorney/accountant for SARB exchange control compliance Graham / Seth
Build financial margin model once engineer pay rates confirmed Darren
Full structure document with detailed terms, legal framework, and version tracking
View Complete Document →