Already Studio · Services Agreement · Draft · March 2026
Studio: Studio 3412 LLC d/b/a Already Studio (pending)
Founder: ___________________________
Domain: ___________________________
Should be specific enough to be clear, narrow enough to not restrict adjacent opportunities. Example: "Software for pool/billiards venue management, league organization, and player community" — not "sports software."
The Studio will perform 6-12 weeks of product development and advisory services, including but not limited to:
The Founder contributes domain expertise and fieldwork, including but not limited to:
MVP alignment checkpoint: Before development begins, both parties agree in writing on MVP scope. If we can't agree, either party walks away with nothing owed. No code written. No equity earned. Clean.
The Studio contributes 6-12 weeks of product development and advisory services. No cash changes hands. The Studio contributes technical execution; the Founder contributes domain knowledge and fieldwork.
Studio compensation is the equity stake described in Section 4.
If the Founder forms an entity in the defined domain within 24 months of engagement start, the Studio receives 12% equity in that entity.
No entity within 24 months: the claim expires. Studio absorbs cost. Founder keeps all delivered code.
All code delivered belongs to the Founder permanently. Auth, UI, business logic, data models, configuration — everything in the Founder's codebase. No restrictions on use, modification, or distribution. No license. No monitoring.
The Unframed platform source code — templates, libraries, and internal tools the Studio builds from — is separately owned IP, licensed to Already Studio. The Founder does not access the Unframed repository. The Founder receives everything delivered into their project.
Plain language: Three things are separate. Unframed is the platform (separately owned IP). Already Studio is the venture studio (licenses it). Your venture is your company (receives delivered code). Whatever we put in your repo is yours. The kitchen we bake from is ours. Standard TypeScript any developer can pick up.
The Founder may buy out the Studio's equity at any time. Price is the greater of:
Fair market value is determined by:
| Scenario | Buyout Price |
|---|---|
| Pre-revenue | $36,000 (floor) |
| $5K MRR, no round | $36,000 (floor > 12% of $300K) |
| $15K MRR, no round | $108,000 (12% of $900K) |
| Series Seed at $2M | $240,000 (12% of $2M) |
Plain language: The buyout is the Founder's option, not the Studio's. The Studio can't force a buyout, a sale, or anything. The floor and anti-gaming clauses ensure fair value when the Founder chooses to exercise. The choice is always the Founder's.
30-day advance notice. Founder must notify the Studio at least 30 days before buyout.
Studio election right. If equity financing is in progress or anticipated at buyout time, the Studio may elect to convert at the financing terms instead.
90-day retroactive adjustment. If equity financing closes within 90 days of a completed buyout, the price is recalculated using the financing valuation. Any difference payable to the Studio within 30 days.
Plain language: If someone tries to squeeze the Studio out before a big round, the Studio can stay on the cap table at round price or get paid retroactively. The timing game doesn't work.
Either party may end the engagement at any time, for any reason.
If the Studio walks:
If the Founder walks:
If both agree it's not working:
Plain language: Nobody is trapped. You leave, you take your code. We leave, you still have your code. The only thing that follows is the equity claim — and you can always buy it out.
No non-compete. The Founder's domain knowledge, relationships, and know-how are theirs — always were, always will be.
The Studio may pursue similar opportunities with other domain experts. The Founder may work with other developers, studios, or investors.
Standard confidentiality applies: proprietary code, customer data, and internal studio methodology. Domain knowledge and industry relationships are explicitly not covered.
Starting point for conversation. Final agreement reviewed by counsel for both parties before signing.
Studio
Jeano VerSchave, Studio 3412 LLC d/b/a Already Studio (pending)
Date
Founder
Name
Date