Brainforge Knowledge

olivo-indicative-terms-fast-track

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Olivo — Indicative Terms (Fast-Track Zero-Cash)

Purpose: non-binding conversation draft for a potential transition/acquisition of Olivo’s product analytics client book into Brainforge using a retention-and-growth-linked structure.

Status: discussion draft only. Not legal advice.

LOI conversion framework:

  • This draft must be converted through ma-loi-playbook.md before LOI issuance.
  • Use playbook section “Active application lane: Olivo pilot deal” as the gating checklist.

1) Deal intent

  • Structure: zero cash upfront (default)
  • Objective: transfer and retain Olivo-managed client relationships under Brainforge, then grow account value via expanded services
  • Timeline: 12-18 months target, hard stop at 24 months

2) Baseline assumptions (to validate in diligence)

  • Starting annual transferred revenue baseline: $500,000 (working assumption)
  • Starting gross margin assumption: 60% (to be validated)
  • Initial transferred account count: [insert count]
  • Effective date: [insert date]

Data source authority:

  • Brainforge invoicing + collections system is system of record for payout calculations after transfer.

3) Consideration structure (seller payout)

All consideration is variable and paid monthly in arrears based on retained and collected revenue from transferred accounts.

A) Base share payout

  • Base share rate: 22%-28% of retained transferred revenue
  • Paid monthly on collected invoices only

B) Growth kicker payout

  • Growth kicker rate: 10%-15% of incremental monthly revenue above baseline run-rate
  • Incremental revenue must come from:
    • expansion inside transferred accounts, or
    • net-new transferred accounts approved in writing

C) Payout cap and term

  • Target buyout threshold (total max payout): [insert amount]
  • Term:
    • target completion: month 12-18
    • automatic extension up to month 24 if retention gates are met

4) Retention gates and payout modifiers

Retention measured as cohort GRR on transferred accounts.

  • GRR < 85%: payout pause
  • GRR 85%-89%: pay 70% of calculated monthly payout
  • GRR >= 90%: pay 100% of calculated monthly payout

Additional protections:

  • payout only for active, paying, transferred accounts
  • churned accounts removed from future payout base unless reactivated

5) Margin protection

Monthly payout protection rule:

  • total payout to seller in any month cannot exceed 55% of gross profit generated by transferred accounts in that month
  • any excess is deferred to next true-up period, subject to gate compliance

6) Olivo operating role (separate from seller consideration)

Role intent:

  • Title: GM, Product Analytics or Service Line Lead, Product Analytics (final title TBD)
  • Scope:
    • relationship continuity for transferred accounts
    • executive stakeholder management
    • strategy and handoff quality
    • support expansion motions with Brainforge team

Compensation (separate from buyout payouts):

  • Base compensation: [insert]
  • Performance bonus on growth/cross-sell: [insert]
  • Optional billable compensation for direct delivery beyond leadership scope: [insert]

Before full transition, run one-account pilot (30-45 days):

  • Pilot account: [insert account]
  • Pilot success gates:
    • account retained through pilot
    • at least one expansion proposal accepted or in procurement
    • clear handoff map from Olivo-led to Brainforge-supported execution

8) LOI readiness status (orchestrator gate)

Snapshot date: 2026-03-29

RequirementStatusOwnerTarget dateNext action
Account-level trailing 12-month revenueIn progressDeal Lead + Olivo2026-04-02Receive account-level monthly revenue export and normalize account naming
Account-level churn/retention evidencePendingDeal Lead + Olivo2026-04-03Produce account cohort retention table with churn reasons
Contract assignability scanPendingLegal/Operations Lead2026-04-04Review top-client contracts for assignment and consent language
Option A/B/C payout modelPendingFinance Lead2026-04-05Build downside/base/upside model tied to retention and growth gates
Founder role + authority matrixPendingDeal Lead + Integration Lead2026-04-05Draft role charter and decision-rights matrix for transition period
Day 1 and Day 100 integration planIn progressIntegration Lead2026-04-06Finalize milestones, owners, and KPI baselines
Top 10 deal-risk registerPendingDeal Lead2026-04-05Draft risk register with mitigation owners and escalation triggers
Approver packet sign-offPendingRequired approvers2026-04-07Route one-page LOI packet and capture formal approvals

LOI target issue window:

  • earliest: 2026-04-08
  • latest (without re-planning): 2026-04-11

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