Through a referral from our mutual friend Kevin Klein, Darren Isaacs, Seth, Graham, and Ilan have collectively won a contract to supply 8 data engineers to WWPS (a subsidiary of Cummings-Group) for their Intel data center build project. This is an opportunistic, relationship-driven win that has come together quickly.
Before moving forward, we need to align on the legal, financial, and operational structure that governs our arrangement. This document captures the proposed framework for partner review and sign-off.
| Partner | Location | Entity | Role |
|---|---|---|---|
| Darren Isaacs | USA (California) | Innovolv Inc. (C-Corp) | Principal / US contracting entity owner |
| Seth | South Africa | Triple (co-owner, 50%) | Partner / SA operations |
| Graham | South Africa | Triple (co-owner, 50%) | Partner / SA operations |
| Ilan | Jersey, UK | Independent contractor | Partner / TBD |
| Kevin Klein | TBD | None | Referral / introducer |
Let's be honest about what this is, at least for now.
This is not yet a business — it is a high-value, opportunistic client engagement. We won a contract, we have a client, and we have a clear path to revenue. What we do not yet have is a proven, repeatable model, a pipeline, or a founding team that woke up one morning and decided to build a staffing company together.
That distinction matters for how we structure things.
Build a structure that is simple enough to execute immediately, fair to all partners, and designed to evolve into something more formal if and when the venture earns that formality.
WWPS required contracting with a US-incorporated entity for insurance and compliance reasons. Innovolv Inc., Darren's California C-Corporation, was the logical choice:
The Master Services Agreement (MSA) has already been executed between WWPS and Innovolv Inc. This is the contractual foundation of the venture.
Keeps the WWPS relationship clean and avoids the complexity of adding multiple parties to an already-signed MSA.
Employs the engineers under South African law, handles PAYE, UIF, and local compliance — none of which Innovolv should be doing from the US.
He invoices Innovolv for his contribution, receives payment gross, and manages his own tax obligations in Jersey.
We have heard the view that all partners should own the client contract as equity holders in a formal entity. We understand and respect that instinct. However, we do not believe this is the right structure at this moment, for the following reasons:
A Profit Sharing Agreement that protects everyone now, with a clear and binding pathway to formalize equity if and when the venture warrants it.
A single, legally binding agreement signed by all four principals (or their entities) that establishes:
"In the event that the venture generates cumulative revenue exceeding $[agreed threshold], or a majority of the partners (3 of 4) vote to formalize the arrangement into an incorporated joint venture, the parties agree to enter into good-faith negotiations to establish a formal equity structure. The equity percentages in any such formal structure shall be negotiated at that time based on each party's actual contribution, role, and ongoing commitment to the business — and shall NOT automatically replicate the profit-sharing percentages in this agreement. The parties commit only to negotiate in good faith; no party is guaranteed any specific equity percentage upon formalization. Any and all existing Statements of Work (SOWs) in effect at the time of formalization shall continue to be governed by the original 25/25/25/25 profit-sharing terms of this Agreement. The equity structure applies to go-forward growth and value creation only."
Every partner has a written commitment that they will not be excluded if this becomes a real business
A majority vote (3 of 4) can call for formalization — no single partner can block it indefinitely
The current 25/25/25/25 split is honoured on all existing revenue — the renegotiation applies only to the future equity structure
Equity percentages at formalization will reflect actual contribution — protecting the partners who do the most work from being locked into an equal split with partners who have been passive
The Jersey tax optimization Seth has proposed can be revisited at formalization, at a time when the revenue justifies the setup cost
WWPS will likely pay Innovolv on net-60 terms. Engineers need to be paid monthly. Without a funding mechanism, someone has to bridge this gap.
Darren will recapitalize Innovolv:
Innovolv will then pre-fund Triple in advance of each payroll cycle. This means:
Document the repayment properly (board resolution + promissory note satisfaction), and confirm Innovolv's post-repayment cash is sufficient to cover approximately 6 weeks of Triple payroll in advance.
We do not believe in distributing all profits immediately. If an uninsured claim arises — a client dispute, an engineer who brings a wrongful dismissal claim, a regulatory issue — the entity holding the liability needs cash to respond. If reserves have been distributed, individual partners may be unwilling or unable to contribute capital back, leaving one entity holding the problem while others walk away.
This is a protection for everyone.
Rather than a fixed percentage, we propose building a reserve equal to 3 to 4 months of total engineer payroll — the exact target will be discussed and agreed by all partners. This is a meaningful buffer that covers:
There are no profit distributions until the reserve is fully built. This is the discipline that makes the structure credible.
The reserve must not sit idle. Once accumulated, it should be invested in capital-preservation, liquid instruments:
T-bills or a money market fund — accessible within 30 days. Low risk, government-backed.
South African money market or fixed deposit — attractive at current SA interest rates.
Investment decisions require a majority partner vote (3 of 4). All returns roll back into the reserve until the target is met; after that, returns are included in the distributable pool.
If any partner has concerns about trust or counterparty risk, the reserve can be held by an independent Escrow Administrator. The escrow agent would safeguard the cash and investments, releasing funds only in accordance with the distribution policy agreed by the partners. This adds a layer of institutional protection and transparency — and is available at any partner's request.
To acknowledge that running this venture requires actual work, each active partner will receive a monthly stipend for their time and contribution.
This is:
Stipend amounts will be agreed by the partners once the revenue picture is clear. The principle is modest and fair — enough to acknowledge effort, not enough to circumvent the reserve-building priority.
No work may commence under the WWPS contract without adequate insurance in place for Innovolv.
Required coverage (to be confirmed against MSA terms):
| Coverage | Purpose |
|---|---|
| General Liability | Standard commercial coverage |
| Professional Liability / E&O | Essential for data engineering services |
| Workers Compensation | Confirm requirements for US entity with offshore workforce |
Pull insurance requirements from the executed MSA. Richie Szarcowitz insurance agent.
A formal arm's-length Intercompany Services Agreement must be executed between Innovolv and Triple before any payments flow.
This agreement will document:
This agreement protects both entities and establishes the commercial basis for the cross-border payments.
The following items require action before the venture is fully operational:
| # | Item | Owner | Priority |
|---|---|---|---|
| 1 | Review and file executed MSA with WWPS | Darren | 🔴 Critical |
| 2 | Bind insurance (GL, E&O) for Innovolv | Darren | 🔴 Critical |
| 3 | Confirm outstanding Innovolv loan balance and execute repayment | Darren + CPA | 🔴 Critical |
| 4 | Agree partner stipend amounts | All 4 partners | 🟠 High |
| 5 | Agree reserve target (3 or 4 months payroll) | All 4 partners | 🟠 High |
| 6 | Engage US attorney to draft Profit Sharing Agreement | Darren | 🟠 High |
| 7 | Draft Intercompany Services Agreement (Innovolv ↔ Triple) | Darren + attorneys | 🟠 High |
| 8 | Confirm Triple's full entity details (reg number, bank account, directors) | Graham / Seth | 🟠 High |
| 9 | Engage SA attorney/accountant (Triple role + SARB exchange control) | Graham / Seth | 🟠 High |
| 10 | Confirm Innovolv good standing (CA Secretary of State) | Darren | 🟡 Medium |
| 11 | Agree Conversion Clause revenue trigger | All 4 partners | 🟡 Medium |
| 12 | Build financial margin model once engineer pay rates confirmed | Darren + Phineas | 🟡 Medium |
This structure is designed to be lean, fast to execute, and fair. It respects the opportunistic nature of how this deal came together while putting real protections in place for all partners.
The reserve policy in particular reflects a shared commitment to not letting a short-term windfall create a long-term liability. We build the reserve first. We invest it wisely. We distribute what is genuinely surplus.
If WWPS becomes the first of many clients and this turns into something real, the Conversion Clause gives every partner the right to be part of that conversation — with splits determined by who actually built the business, not locked in before the first invoice was sent.
We believe this is the right foundation. We look forward to discussing with the team.