Meeting Title: Elizah <> Holly: Legal Process + Contracts Date: 2026-01-14 Meeting participants: Elizah Joy, Rico Rejoso, Holly Condos
WEBVTT
1 00:00:28.720 ⇒ 00:00:29.650 Elizah Joy: Aye.
2 00:00:31.380 ⇒ 00:00:33.229 Rico Rejoso: Hi, Eliza, how are you?
3 00:00:33.770 ⇒ 00:00:40.420 Elizah Joy: I am good. Holly’s just sent a message that she’ll be here in a couple of minutes.
4 00:00:40.810 ⇒ 00:00:43.020 Rico Rejoso: Okay, okay. So.
5 00:00:43.600 ⇒ 00:00:44.750 Elizah Joy: Yep, go ahead.
6 00:00:45.360 ⇒ 00:00:50.970 Rico Rejoso: Yeah, probably assuming that she’ll be leading this call with Holly.
7 00:00:51.780 ⇒ 00:00:53.710 Elizah Joy: Yep, and
8 00:00:54.610 ⇒ 00:01:06.839 Elizah Joy: I don’t know if Holly also sent it to you, but she, sent me a Google Drive that has the contracts, entitled Contract Management. Were you able to receive that?
9 00:01:06.840 ⇒ 00:01:13.340 Rico Rejoso: No, not yet. If you can forward it to me, I can take a look at it now, probably.
10 00:01:13.340 ⇒ 00:01:20.389 Elizah Joy: Yep, I think she’s gonna go through the stuff that she’s had for the legal contracts.
11 00:01:20.390 ⇒ 00:01:23.960 Rico Rejoso: Sure, please forward to me, and I’ll review it real quick.
12 00:01:24.230 ⇒ 00:01:28.940 Elizah Joy: Okay, I’ve sent the Google Drive, and then she’s also sent this Notion.
13 00:01:29.800 ⇒ 00:01:30.500 Rico Rejoso: Okay.
14 00:01:30.950 ⇒ 00:01:32.320 Elizah Joy: Share this as well.
15 00:01:34.050 ⇒ 00:01:35.859 Elizah Joy: Okay, I’ll send it here.
16 00:01:36.560 ⇒ 00:01:40.799 Elizah Joy: But I think you’ve already got access to it, since it’s in Notion.
17 00:01:40.800 ⇒ 00:01:45.800 Rico Rejoso: Okay, so this is living outside our shared folders, okay.
18 00:01:47.040 ⇒ 00:01:49.849 Elizah Joy: Yeah, I think it’s coming from her.
19 00:01:50.430 ⇒ 00:01:51.570 Elizah Joy: her account.
20 00:01:57.180 ⇒ 00:01:58.500 Rico Rejoso: Okay.
21 00:01:58.960 ⇒ 00:01:59.640 Rico Rejoso: Yep.
22 00:01:59.770 ⇒ 00:02:00.770 Rico Rejoso: Hey, Ollie.
23 00:02:02.850 ⇒ 00:02:04.589 Holly Condos: Hey, how are you guys?
24 00:02:04.780 ⇒ 00:02:05.930 Rico Rejoso: Good, we’re good.
25 00:02:05.930 ⇒ 00:02:06.939 Elizah Joy: How are you?
26 00:02:07.970 ⇒ 00:02:16.760 Holly Condos: I’m good, thanks. So Eliza, without jumping in front of the agenda. Do you wanna…
27 00:02:17.600 ⇒ 00:02:20.079 Holly Condos: Start, or do you want me to?
28 00:02:21.570 ⇒ 00:02:22.989 Elizah Joy: Yep, so,
29 00:02:23.150 ⇒ 00:02:42.340 Elizah Joy: form on my end, I think what I wanted us to do here, ideally, would be to see where we’re currently at with the, legal contracts review, and if, we’re almost done in that process, because, Udam gave me this note that
30 00:02:42.600 ⇒ 00:02:47.139 Elizah Joy: Ideally, we should have this completed before the end of January.
31 00:02:47.430 ⇒ 00:02:48.150 Holly Condos: Okay.
32 00:02:48.920 ⇒ 00:03:01.200 Holly Condos: Yeah, totally doable. So… what I had discussed with him were a couple things. So…
33 00:03:02.290 ⇒ 00:03:05.409 Holly Condos: The way the contracts…
34 00:03:06.200 ⇒ 00:03:16.110 Holly Condos: are structured now, so just for an example, when we either bring someone on, like, Like me, a consultant.
35 00:03:16.430 ⇒ 00:03:21.640 Holly Condos: Or, we are doing work for… a customer.
36 00:03:22.080 ⇒ 00:03:24.130 Elizah Joy: Or, we’re bringing…
37 00:03:24.440 ⇒ 00:03:29.529 Holly Condos: a consultant Who is not operational, but,
38 00:03:29.870 ⇒ 00:03:40.350 Holly Condos: technical and doing work for a customer, it feels like it’s all basically the same agreement. So what I suggested to Utam was that
39 00:03:40.970 ⇒ 00:03:46.980 Holly Condos: We adopt a fairly best practice, standard process.
40 00:03:47.510 ⇒ 00:04:04.729 Holly Condos: for tech service delivery companies, and that is kind of what I put together, in the Notion document. And then also, Rico, let me add you to this drive I created. I thought I sent the invites, but,
41 00:04:06.930 ⇒ 00:04:10.660 Holly Condos: Let’s see… I did the share. Rico, did you not get it?
42 00:04:11.460 ⇒ 00:04:15.090 Rico Rejoso: I just get it, Eliza did share the file.
43 00:04:15.510 ⇒ 00:04:17.079 Rico Rejoso: Contract management, right?
44 00:04:17.480 ⇒ 00:04:26.499 Holly Condos: Yeah, contracts management, and I… I don’t own this, I just wanted to have a spot to dump all the docs for now, and then you guys can organize as you see fit.
45 00:04:27.600 ⇒ 00:04:33.770 Holly Condos: What we have currently is this master contract directory and change log.
46 00:04:34.800 ⇒ 00:04:38.920 Holly Condos: Do you want me to share this? Let me, yeah, real quick. Yeah, feel free to share.
47 00:04:42.870 ⇒ 00:04:43.385 Holly Condos: Mmm…
48 00:04:47.460 ⇒ 00:04:48.290 Holly Condos: Okay.
49 00:04:55.170 ⇒ 00:05:00.669 Holly Condos: So this is what, Blue Tom put together some time ago.
50 00:05:01.490 ⇒ 00:05:02.440 Elizah Joy: It’s…
51 00:05:02.440 ⇒ 00:05:06.769 Holly Condos: it’s kind of a mix of what I’m suggesting, so…
52 00:05:08.130 ⇒ 00:05:11.729 Holly Condos: How we… how we make changes to documents, right?
53 00:05:12.790 ⇒ 00:05:19.099 Holly Condos: using this contract index. I think we should add a couple things here.
54 00:05:19.350 ⇒ 00:05:26.700 Holly Condos: I guess we do have the partner agreement, the MSA, the SAL, the NDA,
55 00:05:27.240 ⇒ 00:05:29.140 Holly Condos: Actually, I guess we’re okay there.
56 00:05:29.330 ⇒ 00:05:36.450 Holly Condos: I made a few changes here. I don’t want to get rid of this document, but I think…
57 00:05:36.640 ⇒ 00:05:43.569 Holly Condos: We should update this with my Notion doc, the new customer intake workflow.
58 00:05:43.910 ⇒ 00:05:45.390 Holly Condos: Sorry, not that one.
59 00:05:47.950 ⇒ 00:05:53.999 Holly Condos: This one, the… management framework. Can you still see my screen?
60 00:05:55.260 ⇒ 00:05:57.079 Rico Rejoso: Yep. Yep, we can see your screen.
61 00:05:57.570 ⇒ 00:06:00.140 Holly Condos: Okay, so this is what I put together.
62 00:06:00.700 ⇒ 00:06:17.400 Holly Condos: And again, very high, you know, very high level, but I think what we want to do from a operational perspective is marry this, the concepts of this, with what we currently have. So, I will do that by Friday.
63 00:06:18.460 ⇒ 00:06:23.360 Holly Condos: And I’ll just make little comments so everybody can see what I’m suggesting.
64 00:06:23.880 ⇒ 00:06:25.110 Holly Condos: Does that work?
65 00:06:25.860 ⇒ 00:06:26.520 Rico Rejoso: Yeah.
66 00:06:28.190 ⇒ 00:06:29.400 Rico Rejoso: Eliza?
67 00:06:30.010 ⇒ 00:06:30.920 Elizah Joy: Yep.
68 00:06:31.440 ⇒ 00:06:33.580 Holly Condos: Okay. Rico, yeah, go ahead.
69 00:06:33.860 ⇒ 00:06:40.369 Rico Rejoso: Yeah, I mean, I haven’t checked these documents yet, I just got it today, so probably have to go through it, and if I have questions, probably gonna ask you.
70 00:06:40.370 ⇒ 00:07:03.440 Rico Rejoso: I guess what I was… what I was just, you know, just looking for, since most… I mean, we had the amendment which was created by you. Currently, the process, that’s current, with the documents that we have, it’s the process that I know, so if we could, you know, if we’re changing how the workflow goes and creating the contracts or agreements, I probably need you to further explain it to me, so…
71 00:07:03.440 ⇒ 00:07:04.329 Rico Rejoso: I can, you know…
72 00:07:04.560 ⇒ 00:07:08.520 Rico Rejoso: Work on it, every time, every now and then once we jump into new clients.
73 00:07:08.520 ⇒ 00:07:11.440 Holly Condos: Boy, that doesn’t… That didn’t come through.
74 00:07:11.700 ⇒ 00:07:21.330 Holly Condos: Yeah, I understand. I’m also proposing… let me just… Find this workflow, because,
75 00:07:23.610 ⇒ 00:07:28.720 Holly Condos: It’s not showing up on the drive for some reason. It’s a… whoops.
76 00:07:29.390 ⇒ 00:07:30.009 Rico Rejoso: And this is…
77 00:07:30.010 ⇒ 00:07:30.750 Holly Condos: They.
78 00:07:30.750 ⇒ 00:07:34.679 Rico Rejoso: These are all for, client documents.
79 00:07:35.370 ⇒ 00:07:35.950 Holly Condos: Yes.
80 00:07:35.950 ⇒ 00:07:43.020 Rico Rejoso: Is this… are we also revamping the contracts for individual… or independent contractors?
81 00:07:44.400 ⇒ 00:07:45.840 Holly Condos: Yes on both.
82 00:07:46.190 ⇒ 00:07:46.650 Rico Rejoso: Okay.
83 00:07:48.320 ⇒ 00:07:51.449 Holly Condos: So, what I’m… what I’m proposing
84 00:07:51.810 ⇒ 00:08:00.489 Holly Condos: for the workflow is that we should put an NDA in place with people that we’re talking to, whether it’s a prospective
85 00:08:00.620 ⇒ 00:08:08.090 Holly Condos: Or a potential customer, a partner, a contractor.
86 00:08:08.540 ⇒ 00:08:28.030 Holly Condos: Now, Utam and Robert may disagree on that, because… and that’s fine. I don’t know exactly what’s being discussed when we interview a candidate, so if we’re not really talking about anything that’s not publicly available about BrainForge, then we don’t need to ramp up that whole
87 00:08:28.170 ⇒ 00:08:30.119 Holly Condos: Right? That doesn’t make sense, so…
88 00:08:30.120 ⇒ 00:08:39.569 Rico Rejoso: Yeah, I agree with you. We should execute an NDA whenever we discuss people that is, you know, anything relevant to a brain force. If either we’re gonna adopt them, or
89 00:08:39.679 ⇒ 00:08:45.110 Rico Rejoso: let’s say hire them for a certain position, and they’re still in negotiation, an NDA should be executed first.
90 00:08:45.350 ⇒ 00:09:02.280 Rico Rejoso: I think they’re sharing so much information before we sign an NDA, which is usually during the contract signing is when they sign the NDA. But beforehand or before they start discussing anything, I think an NDA should be executed, whether they like it or not. It’s for company safety, right?
91 00:09:02.670 ⇒ 00:09:09.619 Holly Condos: Right, and it is a best practice, and it protects Brainforge, right? So there’s a really compelling…
92 00:09:10.040 ⇒ 00:09:15.560 Holly Condos: To your point, there are compelling reasons for just protecting our data.
93 00:09:15.670 ⇒ 00:09:27.930 Holly Condos: or any conversations that Utam or Robert or any of us have with a prospect, right? We want to have them on record. We want to have, internally.
94 00:09:28.250 ⇒ 00:09:32.709 Holly Condos: a record that… we put this in place. So, yeah.
95 00:09:33.140 ⇒ 00:09:39.380 Holly Condos: first thing… and again, Rico, the way it is now is the consulting agreement
96 00:09:40.010 ⇒ 00:09:52.709 Holly Condos: with, inventions and confidentiality, and it’s all in one document. So what I’m proposing is breaking out the NDA, which I created here in the drive.
97 00:09:53.560 ⇒ 00:10:01.259 Holly Condos: it’s… I did one for a person or for a company, right? Because often…
98 00:10:01.570 ⇒ 00:10:09.399 Holly Condos: like, like, say it’s Joe Blow that we’re talking to, either about doing some work for us.
99 00:10:09.640 ⇒ 00:10:18.980 Holly Condos: Or, potentially, we’re gonna use him or her as a sub, right? So that’s just for your ease and not having to do too much
100 00:10:19.130 ⇒ 00:10:21.079 Holly Condos: Data entry.
101 00:10:21.910 ⇒ 00:10:25.049 Holly Condos: Eliza, these… all of these…
102 00:10:25.320 ⇒ 00:10:44.439 Holly Condos: proposed templates are based on Texas law. I also talked to UTAM about that. If… if Robert and UTAM feel that they want, our law firm to take a look at them, that’s fine, but I have had them reviewed by Texas Council twice.
103 00:10:44.730 ⇒ 00:10:53.389 Holly Condos: So… and I can confirm that with them, but just for you guys’ knowledge, right, I just didn’t pull these out of the air.
104 00:10:53.560 ⇒ 00:10:54.310 Elizah Joy: Gotcha, yeah.
105 00:10:54.310 ⇒ 00:10:55.040 Rico Rejoso: Ours.
106 00:10:55.340 ⇒ 00:10:59.520 Holly Condos: Okay, so back on the flow. Oh, here’s the flow. Here we go. Okay.
107 00:10:59.520 ⇒ 00:10:59.970 Elizah Joy: Hmm.
108 00:10:59.970 ⇒ 00:11:02.040 Holly Condos: This is what I wanted in the, in the…
109 00:11:02.340 ⇒ 00:11:07.910 Holly Condos: more graphic form. Okay, so we do an execution, or we do an NDA, right?
110 00:11:09.450 ⇒ 00:11:13.530 Holly Condos: And then… So, this is geared to…
111 00:11:13.820 ⇒ 00:11:19.450 Holly Condos: a customer, right? So then we do some sort of discovery, we determine what their issue is.
112 00:11:20.140 ⇒ 00:11:26.199 Holly Condos: We put an MSA in pla… we give them a proposal, we do an MSA,
113 00:11:27.260 ⇒ 00:11:34.079 Holly Condos: Right? We do a sow, we kick off the project. Now, I think that,
114 00:11:35.660 ⇒ 00:11:41.979 Holly Condos: I think that… I just saw Utam’s note, and yes, I’ll do it right after this call, Rico.
115 00:11:42.190 ⇒ 00:11:49.770 Holly Condos: I think that Clarence may have been working, or is working on some flow for the delivery team.
116 00:11:49.960 ⇒ 00:11:55.999 Holly Condos: And so, I don’t mean to jump on that, but this is just an example for a customer.
117 00:11:56.220 ⇒ 00:12:10.449 Holly Condos: we can tweak this for a contractor, right? So, the difference would be it’s NDA, it’s, okay, what are you gonna do for us? It’s contractor agreement instead of MSA, right? It would be.
118 00:12:11.950 ⇒ 00:12:20.710 Holly Condos: here, instead of MSA, it would be the contractor or consulting agreement. And what I’d also propose is that…
119 00:12:20.830 ⇒ 00:12:26.030 Holly Condos: We have a separate sow, so that if…
120 00:12:26.370 ⇒ 00:12:33.470 Holly Condos: And I also explained this to Utam. So, basic contract construction is you’ve got, like.
121 00:12:33.670 ⇒ 00:12:38.429 Holly Condos: The basic foundational legal terms
122 00:12:38.780 ⇒ 00:12:54.949 Holly Condos: for the engagement, or for the relationship, right? So it’s, confidentiality, liability, indemnity, term, governing law, responsibilities of the parties, right? The legal things.
123 00:12:54.990 ⇒ 00:13:06.390 Holly Condos: And those live in either the consulting… sorry, contractor agreement or the MSA. And… and those agreements are like the parent, if you will.
124 00:13:06.570 ⇒ 00:13:08.630 Holly Condos: And out of the parents.
125 00:13:08.920 ⇒ 00:13:14.950 Holly Condos: the family is created. So, the sow is like a kid, right, for a project.
126 00:13:15.270 ⇒ 00:13:20.989 Holly Condos: And we can do SALs for both the contractor and…
127 00:13:21.160 ⇒ 00:13:24.930 Holly Condos: a customer, and then when that sow
128 00:13:25.210 ⇒ 00:13:31.909 Holly Condos: project is done, then we either extend the sow, or we… or we do a new sow.
129 00:13:32.350 ⇒ 00:13:38.960 Holly Condos: For another project, but we don’t have to go back and either amend or change the parent document.
130 00:13:39.360 ⇒ 00:13:40.689 Holly Condos: Does that make sense?
131 00:13:41.450 ⇒ 00:13:45.380 Rico Rejoso: Okay, do you have a template for the SOW also?
132 00:13:45.380 ⇒ 00:13:46.090 Holly Condos: Yes.
133 00:13:46.780 ⇒ 00:13:47.800 Rico Rejoso: Okay, got it.
134 00:13:47.800 ⇒ 00:13:57.429 Holly Condos: Now, I have seen the delivery sows, and, you know, this is just my, right here, this is just a proposed one.
135 00:13:57.660 ⇒ 00:13:59.040 Holly Condos: It
136 00:13:59.270 ⇒ 00:14:15.769 Holly Condos: it references the terms and conditions of the MSA and incorporates them by reference, which, again, is a contract standard and just best practice legal contract workflow. Okay. I don’t know if the current SALs do that.
137 00:14:16.480 ⇒ 00:14:34.510 Holly Condos: Right? So that’s a legal thing that we want to carry through. I’m not suggesting that we scrap the SAW template we have now and replace it with this, but I think we probably want to tweak what we have to reference the MSA terms. Do you see?
138 00:14:35.830 ⇒ 00:14:46.369 Rico Rejoso: So, we’re not gonna put in any work, specific stuff on the MSA. What’s gonna be changed moving forward if we’re gonna implement this is just the SOW, right? And that’s what we’re gonna amend.
139 00:14:47.310 ⇒ 00:14:48.110 Holly Condos: Yes.
140 00:14:48.110 ⇒ 00:14:48.690 Rico Rejoso: Okay, got it.
141 00:14:48.690 ⇒ 00:14:59.119 Holly Condos: Yes, and typically the MSA is issued for, you know, 1 to 3 years, typically. I would recommend 1 year.
142 00:14:59.340 ⇒ 00:15:01.309 Holly Condos: Right? And then if…
143 00:15:01.460 ⇒ 00:15:08.290 Holly Condos: For whatever reason, we see, okay, we’re still doing projects for this customer after one year.
144 00:15:08.480 ⇒ 00:15:18.060 Holly Condos: We’ve done maybe 3 projects, and now we’ve come up to January, and we’re still doing work for them. Then we can just do an amendment to extend the term.
145 00:15:18.300 ⇒ 00:15:24.229 Holly Condos: But, Rika, what I’m trying to remove for you is having to amend.
146 00:15:24.680 ⇒ 00:15:25.170 Rico Rejoso: contract.
147 00:15:25.170 ⇒ 00:15:32.879 Holly Condos: contractor agreement Or an agreement with a customer every time we make one little change, right?
148 00:15:32.880 ⇒ 00:15:33.400 Rico Rejoso: Yeah.
149 00:15:34.420 ⇒ 00:15:38.720 Holly Condos: Because, I mean, it… it adds up, they add up. Now, all the…
150 00:15:38.720 ⇒ 00:15:45.840 Rico Rejoso: We just need to create a new… sorry to cut you off. We just need to create a new SOW whenever we try to renew or change any terms, or…
151 00:15:46.450 ⇒ 00:15:46.920 Holly Condos: Yeah.
152 00:15:46.920 ⇒ 00:15:47.580 Rico Rejoso: Rates, right?
153 00:15:47.580 ⇒ 00:16:00.200 Holly Condos: From the project, yeah. And that would be, like, for compensation, or if the project changes, the project that we have them on, we need to extend it, right? Or we’re changing their rate.
154 00:16:00.480 ⇒ 00:16:03.689 Holly Condos: All of that will live in… in the sow, and if…
155 00:16:03.960 ⇒ 00:16:08.360 Holly Condos: we don’t want to call it a statement of… I mean, I would recommend that we just keep it
156 00:16:09.260 ⇒ 00:16:10.650 Holly Condos: Consistent.
157 00:16:10.650 ⇒ 00:16:12.570 Rico Rejoso: Yeah, statement of work would do fine.
158 00:16:13.000 ⇒ 00:16:20.390 Holly Condos: Okay. But that way, you don’t have to amend the term…
159 00:16:20.980 ⇒ 00:16:24.290 Holly Condos: Of the major contract every single time.
160 00:16:24.290 ⇒ 00:16:25.350 Rico Rejoso: Okay, I got.
161 00:16:25.350 ⇒ 00:16:31.439 Holly Condos: And… and just for our safety, for Brain Forge’s safety, so even if we issue
162 00:16:31.760 ⇒ 00:16:35.569 Holly Condos: an MSA, or a contractor agreement for one year.
163 00:16:35.730 ⇒ 00:16:49.919 Holly Condos: and the company or the individual only does one project, that’s okay, right? Because the way the terms are written in the MSA, the MSA expires
164 00:16:51.050 ⇒ 00:16:56.119 Holly Condos: On the one-year expert, or the one-year…
165 00:16:56.380 ⇒ 00:17:03.950 Holly Condos: term, right? So it’s not like you have to go back and say, oh, okay, now we’re terminating this agreement, because it expired.
166 00:17:04.470 ⇒ 00:17:09.519 Holly Condos: So that also should save some time, and even if we only do one project.
167 00:17:10.030 ⇒ 00:17:25.080 Holly Condos: Say we do a project… somebody does a project in January, but then everything goes dormant, but then in August, we… we either find, oh, hey, we need this person to do something again, or we’re doing a project for the customer again.
168 00:17:25.079 ⇒ 00:17:27.060 Rico Rejoso: All we have to do is a new sow.
169 00:17:27.290 ⇒ 00:17:32.659 Rico Rejoso: Okay. And what if the MSA expired? Let’s say it’s just given 12 months or 1 year.
170 00:17:33.090 ⇒ 00:17:33.420 Holly Condos: Yep.
171 00:17:33.430 ⇒ 00:17:37.320 Rico Rejoso: Right. So, after a year, we do have to renew the MSA and set a new one.
172 00:17:37.640 ⇒ 00:17:38.800 Holly Condos: Let’s do an amendment.
173 00:17:39.170 ⇒ 00:17:47.169 Rico Rejoso: Oh, amendment, okay. So we’re gonna retain the contract, or are you gonna do… I mean, you don’t have… we don’t have any, contract amendments yet for the MSA, right?
174 00:17:47.170 ⇒ 00:17:49.770 Holly Condos: I’ll… I’ll stick some amendments in here.
175 00:17:49.770 ⇒ 00:17:50.819 Rico Rejoso: Those are easy.
176 00:17:51.510 ⇒ 00:17:52.080 Rico Rejoso: Okay.
177 00:17:52.530 ⇒ 00:17:58.069 Holly Condos: and then I think what I’m missing here in this group, is…
178 00:17:59.870 ⇒ 00:18:03.839 Elizah Joy: The contractor agreement, so that…
179 00:18:03.850 ⇒ 00:18:12.240 Holly Condos: That new template is… basically, like an MSA, right, with all the legal guts, if you will.
180 00:18:12.500 ⇒ 00:18:17.440 Holly Condos: And then, a sow, and the inventions piece.
181 00:18:17.630 ⇒ 00:18:23.330 Holly Condos: Right? But the NDA is separate because they will have signed that up front.
182 00:18:25.400 ⇒ 00:18:28.059 Holly Condos: And then on, sorry.
183 00:18:28.370 ⇒ 00:18:29.869 Elizah Joy: Oh, sorry, go ahead, Holly.
184 00:18:30.310 ⇒ 00:18:37.049 Holly Condos: And then the only other doc is the partnership agreement. So, again, Rico, I think the way we have it now, it’s…
185 00:18:37.260 ⇒ 00:18:46.030 Holly Condos: either the reseller or their partnership agreement has the NDA at the back of it, so I took that out. Again, we want the NDA to live separately.
186 00:18:46.030 ⇒ 00:18:47.000 Rico Rejoso: Separately, yeah.
187 00:18:47.350 ⇒ 00:18:51.260 Holly Condos: Right? And then, I also updated
188 00:18:51.850 ⇒ 00:19:05.880 Holly Condos: a lot of the terms. I don’t know if you saw my red line when I first joined, but a lot of what I propose to UTOM is based on Texas law and standard.
189 00:19:06.160 ⇒ 00:19:06.580 Rico Rejoso: I’m proud.
190 00:19:06.580 ⇒ 00:19:17.190 Holly Condos: Right? So, those are… those three… let me see, I’ll… I need to do amendments for MSA, sow.
191 00:19:17.650 ⇒ 00:19:24.029 Holly Condos: And then upload subcontractor… sorry, contractor and, partner reseller.
192 00:19:24.190 ⇒ 00:19:28.619 Holly Condos: And I can have those done by tomorrow. So, Eliza, we… we can hit…
193 00:19:28.720 ⇒ 00:19:31.640 Holly Condos: our KPI by the end of the month.
194 00:19:31.810 ⇒ 00:19:32.790 Holly Condos: Earlier.
195 00:19:33.420 ⇒ 00:19:45.569 Elizah Joy: Okay, yeah, that’s good to hear, and I do have a question on the, MSA4, contractor agreement. So, for example, if,
196 00:19:45.720 ⇒ 00:19:55.289 Elizah Joy: like we mentioned earlier, like, for, customers, we do, like, a year for MSA. How about for contractors? Because I think, at the moment, they’re not
197 00:19:55.420 ⇒ 00:20:00.530 Elizah Joy: the same, so some are for 6 months, some are for a year. Do we just do, like.
198 00:20:00.770 ⇒ 00:20:03.650 Elizah Joy: the cell for that, or do we do the amendment?
199 00:20:05.910 ⇒ 00:20:07.660 Holly Condos: Well,
200 00:20:07.930 ⇒ 00:20:18.950 Holly Condos: So, I think this is probably a business decision, and principally based on how Brainforge works and what I’ve seen so far. So, I think…
201 00:20:19.580 ⇒ 00:20:30.159 Holly Condos: I think two options. One is that Utam or Robert say, hey, I want to bring this person on, and let’s try them for
202 00:20:30.550 ⇒ 00:20:45.210 Holly Condos: 6 months, right? And then we give them a sal, so we do the contractor term at 6 months, and we give them 1 project sal, and say that project is a 2 or 3 month project, right?
203 00:20:47.580 ⇒ 00:20:54.960 Holly Condos: And if they… if they pass the… the test, if you will, if they do… the project well.
204 00:20:55.240 ⇒ 00:21:03.400 Holly Condos: Then, we would either do another project within the 6-month term of the contract, or…
205 00:21:04.350 ⇒ 00:21:14.470 Holly Condos: If we did it later, then we would have to extend the term of the contractor agreement. Option two is that we just make it for a year.
206 00:21:14.470 ⇒ 00:21:17.739 Elizah Joy: I mean, again, I think it’s a business decision.
207 00:21:17.740 ⇒ 00:21:18.110 Rico Rejoso: Yeah.
208 00:21:18.110 ⇒ 00:21:20.149 Holly Condos: Don’t always know how…
209 00:21:20.150 ⇒ 00:21:20.590 Rico Rejoso: No.
210 00:21:20.590 ⇒ 00:21:21.180 Holly Condos: neat.
211 00:21:21.380 ⇒ 00:21:45.359 Rico Rejoso: I mean, yeah, just to explain the process and how the contractor agreement works right now, is that whenever Utam asks, or let’s say, we get a new hire for a specific project, I mean, not for a specific project, but for Brainforge, let’s say for a data engineer, what happens is that I always ask Utam a few details, like what would be the compensation or rate, for the services of the
212 00:21:45.360 ⇒ 00:21:49.149 Rico Rejoso: Of that person. When would be the term date?
213 00:21:49.320 ⇒ 00:21:59.399 Rico Rejoso: And, yeah, the role, so I can, write up a general, job description, including of the contract. So those are, like, the three important,
214 00:21:59.590 ⇒ 00:22:15.909 Rico Rejoso: details that I need for me to finalize or create that contract for that individual, and once that is approved or everything is settled, that’s when I sign it for… or what we set it for signature. That’s why the amendment that you created for independent contractors, those are what we need, alright?
215 00:22:15.910 ⇒ 00:22:16.300 Elizah Joy: service.
216 00:22:16.300 ⇒ 00:22:23.800 Rico Rejoso: the rate, and the term. Just those three. So those are, dictated or provided by either Utam or Robert.
217 00:22:24.370 ⇒ 00:22:32.749 Holly Condos: Okay. Is there, and would it be helpful? I, I, I’m assuming that there is not a form…
218 00:22:33.550 ⇒ 00:22:40.190 Holly Condos: Currently, that Utam or Robert are providing that info to you, right? It’s basically over Slack.
219 00:22:40.660 ⇒ 00:22:52.459 Rico Rejoso: Yeah, we usually… I mean, we had, like, a form in Slack that they could fill up, but I guess they’re too busy to fill that out and just, you know, set everything in Slack, and then just take note of it and
220 00:22:53.140 ⇒ 00:22:53.990 Rico Rejoso: You know, come over.
221 00:22:53.990 ⇒ 00:22:55.239 Holly Condos: Can you all fill this out?
222 00:22:56.030 ⇒ 00:22:59.700 Rico Rejoso: I mean, if it’s much easier for them, I think that… I mean.
223 00:22:59.700 ⇒ 00:23:00.130 Holly Condos: Sure.
224 00:23:00.130 ⇒ 00:23:00.670 Rico Rejoso: I wanted to play.
225 00:23:00.670 ⇒ 00:23:01.120 Holly Condos: Understood.
226 00:23:01.120 ⇒ 00:23:10.210 Rico Rejoso: to create a process, but I think it’s gonna be inconvenient for them to, you know, go through the link or to the form just to fill out this information when they can just send it through Slack.
227 00:23:10.380 ⇒ 00:23:13.560 Rico Rejoso: Yeah, and don’t get me wrong, I’m…
228 00:23:14.570 ⇒ 00:23:23.020 Holly Condos: I mean, less processes are better, but we also want to be as efficient as we can. So, a point taken, right? Like, that’s fine.
229 00:23:23.190 ⇒ 00:23:26.580 Holly Condos: So, yeah, I’ll just structure the amendment.
230 00:23:27.000 ⇒ 00:23:31.489 Holly Condos: With those… with those items, that you can just…
231 00:23:31.840 ⇒ 00:23:37.669 Holly Condos: Fill in, and if it’s something that’s not applicable, you can just, like, get rid of that line, right?
232 00:23:39.200 ⇒ 00:23:49.939 Rico Rejoso: So, the process for contractors is just, should we have an MSA, or should we stick with the current, with everything in just one document, with NDA, separate?
233 00:23:50.190 ⇒ 00:24:06.820 Rico Rejoso: IP, the independent contractor, and the statement of work should be… should… should that leave in just one contract signed by that employee? Or by that team member? Yes. I think that’s fine. We’re just gonna do an amendment after, if there would be any changes to the rate, terms, and, job description.
234 00:24:07.110 ⇒ 00:24:14.040 Holly Condos: Yes, although I’m gonna give you a little bit… I’m gonna give you a new document that just has some updates to that.
235 00:24:14.040 ⇒ 00:24:14.919 Rico Rejoso: Yes, thank you.
236 00:24:14.920 ⇒ 00:24:16.310 Holly Condos: current form.
237 00:24:16.470 ⇒ 00:24:18.529 Holly Condos: But yes, to answer your question.
238 00:24:18.970 ⇒ 00:24:21.990 Holly Condos: the way we have it now, minus the NDA.
239 00:24:22.650 ⇒ 00:24:28.869 Rico Rejoso: Got you, yeah. That’d be fine. I think what’s important is the MSA and the SOW for client contracts.
240 00:24:29.960 ⇒ 00:24:36.830 Holly Condos: Agreed. Now, do we do… Are… are we hiring…
241 00:24:38.590 ⇒ 00:24:41.409 Holly Condos: I don’t know the answer to this. Do we hire…
242 00:24:41.810 ⇒ 00:24:45.679 Holly Condos: Other vendors or companies to do…
243 00:24:45.830 ⇒ 00:24:49.779 Holly Condos: Work either for us or with us as a subcontractor?
244 00:24:49.780 ⇒ 00:25:12.920 Rico Rejoso: Yeah, that’s… I’m gonna ask the same question, yeah. I mean, it’s the first time that we had, Surf and his company, you know, Surf is on an hourly, before, but then, we onboarded his company that they can work for Remo, which is a problem that we… or which is the contract that you need… we need to create one now, right? Yeah. So I was asking if we can create, like, a subcontractor agreement.
245 00:25:12.920 ⇒ 00:25:13.680 Holly Condos: Yes.
246 00:25:13.680 ⇒ 00:25:18.180 Rico Rejoso: For, that situation, and a template that we could just fill out every now and then. So I think these.
247 00:25:18.180 ⇒ 00:25:18.710 Holly Condos: That’s the first…
248 00:25:18.710 ⇒ 00:25:19.769 Rico Rejoso: Ace, we have…
249 00:25:20.220 ⇒ 00:25:25.940 Holly Condos: Okay, that’s fine. So, what I think I uploaded was,
250 00:25:28.270 ⇒ 00:25:36.849 Holly Condos: MSA for vendor services, but let me just update that to be called a subcontractor agreement, because I think it’s much more clear.
251 00:25:36.850 ⇒ 00:25:37.860 Rico Rejoso: Yeah, yeah.
252 00:25:39.030 ⇒ 00:25:47.320 Holly Condos: But to your… to your point, it will be like an MSA, but obviously the… the risk
253 00:25:48.060 ⇒ 00:25:52.720 Holly Condos: Tolerance, or the risk profile, protects us
254 00:25:53.000 ⇒ 00:26:00.979 Holly Condos: Right? So, it’s… it’s a little bit different than if we’re… If we were doing something
255 00:26:01.240 ⇒ 00:26:08.249 Holly Condos: for a customer. And really, obviously, in our MSA, I’m probably confusing you, so never mind, I’ll stop there.
256 00:26:08.400 ⇒ 00:26:12.070 Holly Condos: I’ll just… I’ll give you a sub… a sub-K agreement in here.
257 00:26:13.090 ⇒ 00:26:14.270 Rico Rejoso: Okay, yeah.
258 00:26:14.520 ⇒ 00:26:23.750 Rico Rejoso: would that… if in case, we created that one, would the current contract with Surf be,
259 00:26:24.200 ⇒ 00:26:25.470 Rico Rejoso: about this…
260 00:26:26.410 ⇒ 00:26:29.919 Holly Condos: Do you want me to do surf as a sub-K? Because I could do that.
261 00:26:29.920 ⇒ 00:26:37.610 Rico Rejoso: Yeah, I think we should transition our… his contract to a subcontractor for now, since he’s doing that work for Brainforge, yeah.
262 00:26:37.960 ⇒ 00:26:49.730 Holly Condos: That’s fine. So, I… I’m happy you said that, because I was trying to just tweak the REMU one, but I have a Sub-K template, so I’ll just pull that up.
263 00:26:49.970 ⇒ 00:26:57.090 Holly Condos: And stick the surf stuff in, and the, the guts for the pricing and the scope.
264 00:26:57.970 ⇒ 00:27:01.169 Rico Rejoso: So that’s good. Yeah, then we can start transitioning right away.
265 00:27:01.730 ⇒ 00:27:20.819 Rico Rejoso: Thank you. Yeah, that will disregard’s current contract, right? And we’ll just move to a subcontractor moving forward until it’s been renewed, okay. And same with the MSA for them, one year would be, and this… we just have to change the SOW once the new work, or once the current work with the remote contract expired, right?
266 00:27:21.250 ⇒ 00:27:21.980 Holly Condos: Correct.
267 00:27:22.130 ⇒ 00:27:23.220 Rico Rejoso: Okay, got you, yeah.
268 00:27:23.910 ⇒ 00:27:39.439 Holly Condos: And one more thing. So, the… the lingo for… the legal lingo for a statement of work change is a change order. So, in the SAW itself.
269 00:27:40.290 ⇒ 00:27:41.270 Rico Rejoso: Oh, okay.
270 00:27:41.620 ⇒ 00:27:44.080 Holly Condos: There’s a term…
271 00:27:44.510 ⇒ 00:27:51.969 Holly Condos: That says, any changes to this statement of work will be memorialized by a, mutually
272 00:27:52.550 ⇒ 00:27:56.440 Holly Condos: Acceptable written change order, right?
273 00:27:57.660 ⇒ 00:28:03.899 Holly Condos: So, that will also help you, that if… if we’re doing a chain, if we’re amending, or…
274 00:28:04.110 ⇒ 00:28:06.319 Holly Condos: Well, tell me if this is confusing, but…
275 00:28:06.530 ⇒ 00:28:13.350 Holly Condos: If we’re changing something on a statement of work for… a project.
276 00:28:15.030 ⇒ 00:28:15.860 Holly Condos: Hmm.
277 00:28:17.250 ⇒ 00:28:26.949 Holly Condos: Yeah, maybe we just keep it as amendment, because I think it’s confusing otherwise. We’re not big enough to say, oh, we’re just amending, or we’re doing a change order. I’ll fix that.
278 00:28:27.410 ⇒ 00:28:36.960 Rico Rejoso: Okay. Yeah, I think, another would be, like, for Lilo that we, Lilo Social. Since we’re on mid-contract and there’s, like,
279 00:28:37.160 ⇒ 00:28:45.050 Rico Rejoso: another service that they wanted to avail, with us. So it’s like a, a new statement of work that.
280 00:28:45.050 ⇒ 00:28:45.440 Holly Condos: Yes.
281 00:28:45.440 ⇒ 00:28:48.839 Rico Rejoso: But instead, what we have is, like, an amendment of contract.
282 00:28:49.200 ⇒ 00:29:06.180 Rico Rejoso: That will… that contract amendment includes the new work and the new rate along with it. So, should we only put the new service… new service that we’re providing, or should we include everything amending the previous contract?
283 00:29:07.620 ⇒ 00:29:15.720 Holly Condos: So, isn’t… That… their paper was… didn’t we look at their contract versus using ours?
284 00:29:18.730 ⇒ 00:29:20.030 Holly Condos: Do you remember?
285 00:29:20.420 ⇒ 00:29:22.100 Rico Rejoso: I don’t… yeah, I think…
286 00:29:22.100 ⇒ 00:29:22.740 Holly Condos: Bye.
287 00:29:23.830 ⇒ 00:29:29.410 Holly Condos: I… I think it’s their template,
288 00:29:30.510 ⇒ 00:29:36.569 Holly Condos: Okay, so tell me again, we have… we have a SAW in place, but we’re gonna add scope?
289 00:29:37.010 ⇒ 00:29:51.050 Rico Rejoso: Yeah, so what I did was, like, I, with the current, services that we’re offering, we just added the new service and the new, rate. That includes the current contract with the new services that we offer.
290 00:29:51.250 ⇒ 00:30:00.329 Rico Rejoso: So, amending the previous contract, which only includes the previous service that we offer, I included the new services plus the new rate on the contract amendment.
291 00:30:00.720 ⇒ 00:30:04.729 Holly Condos: Yeah, that’s right. On the amendment, just include the new service with the new rate.
292 00:30:04.730 ⇒ 00:30:06.680 Rico Rejoso: Oh, okay, that will work, okay, gotcha.
293 00:30:06.680 ⇒ 00:30:15.609 Holly Condos: Right, and then… and then the operative sentences, which is in the amendments, you know, all other terms and conditions remain unchanged.
294 00:30:16.740 ⇒ 00:30:17.860 Rico Rejoso: Okay, gotcha.
295 00:30:18.770 ⇒ 00:30:21.170 Holly Condos: If you want me to look at it, you can send it over.
296 00:30:21.370 ⇒ 00:30:27.370 Rico Rejoso: Yeah, I mean, okay, let me take a look at it. I was just confused, I just got a, you know, thought of it just now.
297 00:30:27.910 ⇒ 00:30:29.670 Holly Condos: Yeah, no worries, no worries.
298 00:30:30.600 ⇒ 00:30:37.259 Holly Condos: Okay, so… Does this look like… Some good path forward.
299 00:30:37.530 ⇒ 00:30:55.740 Rico Rejoso: Yeah, and probably we need to discuss this with, Robert and Utam’s, I mean, on the sales, on the delivery side as well, since we want to make sure that they’ve, I mean, instill the new process of, sending out an NDA first before further discussing any work or events, in regards to Brainforge.
300 00:30:55.740 ⇒ 00:31:08.149 Rico Rejoso: Yes. I think we need to instill it with them. So, once you’ve completed the document and the other documents that you’re doing, just provide an update on the legal channel, in regards to the work that we’ve done so far on the legal side and contract. So,
301 00:31:08.150 ⇒ 00:31:16.690 Rico Rejoso: I think you can better explain it than us, so that they can have a view of what, what are the updates on the contracts and, that you’ve been working on.
302 00:31:17.410 ⇒ 00:31:28.220 Holly Condos: Okay, and then, do you think we should, to your point, should we schedule a time, maybe next week, so that I can walk through everything with them, or what do you suggest?
303 00:31:28.220 ⇒ 00:31:43.560 Rico Rejoso: Yeah, a call would be nice. Let’s see, let’s see if they’re… they have… if in case they are not available to jump on a call, I think they have a few on-site meetings next week. We can probably send out a Loom video explaining everything with the workflow that you’ve created.
304 00:31:43.740 ⇒ 00:31:52.270 Holly Condos: Okay, that’s fine, that’s fine. So, alright, so for next steps, so I will, complete this
305 00:31:52.460 ⇒ 00:31:58.140 Holly Condos: database of the updated contract package by Friday.
306 00:31:58.470 ⇒ 00:32:02.399 Holly Condos: I’ll update everything in legal.
307 00:32:03.770 ⇒ 00:32:08.289 Holly Condos: And then, maybe you can help me do the loom?
308 00:32:08.780 ⇒ 00:32:10.210 Holly Condos: Early next week.
309 00:32:10.700 ⇒ 00:32:22.109 Rico Rejoso: Yeah, definitely. Yeah, I just saw, I think they’re on-site by Thursday and Friday, so I think a loon video would work with them. If they have ever wanted to get a further explanation, we could just jump on a call.
310 00:32:22.530 ⇒ 00:32:24.759 Holly Condos: Okay, perfect. That sounds good.
311 00:32:25.060 ⇒ 00:32:25.700 Rico Rejoso: Alright.
312 00:32:25.700 ⇒ 00:32:31.379 Holly Condos: Okay, Eliza, anything… From your perspective that we’re missing, or…
313 00:32:32.030 ⇒ 00:32:36.079 Elizah Joy: Nothing on mine, I think this looks great. We’ll just wait for the…
314 00:32:36.250 ⇒ 00:32:44.169 Elizah Joy: Additional templates that we have here, so that we have, like, the overview of everything, and then, yeah, having that
315 00:32:44.750 ⇒ 00:32:46.779 Elizah Joy: video.
316 00:32:46.940 ⇒ 00:32:51.860 Elizah Joy: To also tell them to become Robert, to keep them in the loop.
317 00:32:52.630 ⇒ 00:32:56.599 Holly Condos: Okay, should I update…
318 00:32:57.600 ⇒ 00:33:03.250 Holly Condos: once I have everything in this drive, so… for Friday, or should I update today?
319 00:33:03.610 ⇒ 00:33:07.140 Rico Rejoso: Let’s work on the remote contract with Surf first.
320 00:33:07.140 ⇒ 00:33:09.350 Holly Condos: Yeah, I’m gonna do that when we hang up here.
321 00:33:09.350 ⇒ 00:33:16.000 Rico Rejoso: Yeah, after that, let’s just provide a quick update on if… afterwards, on Slack, maybe end of the day, that will work for you.
322 00:33:16.520 ⇒ 00:33:19.430 Holly Condos: Okay, sounds great. I appreciate your help.
323 00:33:19.670 ⇒ 00:33:20.910 Rico Rejoso: Thank you so much, Holly.
324 00:33:21.080 ⇒ 00:33:23.379 Elizah Joy: Alright, thanks, Holly.
325 00:33:23.380 ⇒ 00:33:24.500 Holly Condos: Take care!
326 00:33:24.500 ⇒ 00:33:25.039 Rico Rejoso: Alright, have a good one.
327 00:33:25.040 ⇒ 00:33:26.390 Elizah Joy: Thank you, bye!
328 00:33:26.390 ⇒ 00:33:27.040 Holly Condos: Yeah.