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AMICUS GROUP
PARTNERSHIP STRUCTURE

Structuring Our Partnership

Mark & Michael — we’d love to understand your thinking on how to structure this potential partnership. Select the option closest to your preference for each question. Nothing here is binding — it’s a starting point for getting the structure right.

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ENTITY FORMATION
FRIENDS & FAMILY ROUND
PARTNERSHIP
IP & LEGAL
PRODUCT
TIMELINE
ENTITY FORMATION

Are you comfortable with "Amicus Group, Inc." as the corporate entity name?

We've confirmed name availability in Delaware. "Prose" is a working product name placeholder — open to refinement together.

Yes — works well, let's proceed
We'll move forward with Amicus Group, Inc. for the corporate entity.
Like the direction, want to discuss before filing
Want to weigh in on the entity name or product name before anything is filed.

We'd like to use Clerky for the full Delaware C-Corp incorporation package.

Clerky handles incorporation, bylaws, founder stock issuance, 83(b) elections, IP assignments, and SAFE generation. Used by most YC companies. ~$800–$1,500 total.

Yes — Clerky is fine, let's move quickly
Standard, efficient, well-understood formation tooling.
Fine with Clerky, but PD reviews key docs before signing
Use Clerky for speed but have Mark review bylaws, stock purchase, and SAFE terms.
Prefer to handle formation through PD or another firm
As attorneys, you may want to control the formation process directly.
Need more information about Clerky first
Want to understand the platform before deciding.
FRIENDS & FAMILY ROUND

What total size do you envision for the friends & family round?

Total raise across all investors — helps us plan runway, team, and build timeline.

$75K – $150K
Lean start. 2-person team for ~4–6 months. Build, validate with PD, land first external client.
$150K – $300K
Comfortable build. 6–12 months runway. Room to iterate, hire specialists, onboard 2–3 clients.
$300K – $500K
Pre-seed level. 12–18 months runway. Team expansion, marketing, multiple client engagements.
$500K+
Full pre-seed raise. Maximum runway and flexibility for a 3–4 person team.

What range of investment are Mark and Michael personally considering?

PD's anchor commitment helps structure the rest of the round.

$25K – $50K
Meaningful signal. Anchor position in a lean round.
$50K – $100K
Strong anchor. Likely the largest single check. Serious conviction signal.
$100K – $200K
Dominant position. PD as primary financial backer.
Still determining — depends on the overall round
Want to see the full picture first.

Who else might participate in the round?

Helps us understand the investor mix and cap table complexity.

Megan's family office + a few trusted contacts
Small, tight group. Quick close, minimal complexity.
Primarily PD partners + Megan's family office
Keep it very close. Two investor groups plus founders.
Broader network — attorneys, business contacts, investors
Wider net to hit a larger target. More intros, more complexity.
Let's discuss after reviewing pitch materials
Want to see the deck and terms before identifying investors.

What SAFE structure do you prefer?

We'd recommend a pre-money SAFE (pre-2018 YC format) with a valuation cap — more founder-friendly for a trusted F&F round. But there are tradeoffs worth discussing.

Pre-money SAFE with valuation cap (pre-2018 YC format)
More founder-friendly. The cap doesn't include the SAFE money in the conversion math, meaning less dilution for founders.
Post-money SAFE with valuation cap (current YC format)
Investors know exactly what % they get at conversion. Cleaner math for investors, more dilutive for founders.
Post-money SAFE with cap + discount
Post-money SAFE plus a 15–20% discount to the next round. Most investor-friendly option.
Want to discuss — have specific thoughts on instrument structure
As attorneys, you may have a preferred instrument, hybrid structure, or custom terms.

What valuation range feels right to you for this stage?

If using a SAFE with a cap, the cap implies a valuation. Better to surface expectations now. Numbers below reflect pre-money SAFE math.

$2M – $3M cap
Reasonable for a pre-revenue venture with a committed anchor client and a clear, fast-growing market.
$3M – $5M cap
Reflects the existing PD relationship, market research, product vision, and the team's prior execution together.
$5M – $7M cap
Aggressive for pre-revenue but defensible given the legal AI market trajectory and PD's anchor commitment.
Want to discuss — valuation is nuanced at this stage
Prefer to talk through what's fair given the stage, team, market, and PD's commitment.
PARTNERSHIP

What role should PD play in Amicus Group beyond investment?

Understanding desired involvement shapes governance and operations.

Anchor client + domain advisor (board observer)
PD is the first client, provides expertise. Visibility without voting control.
Strategic partner with board seat
Formal voice in company direction. Voting rights on major decisions.
Co-development partner with revenue share on licensing
PD co-develops and shares in licensing revenue when Prose is sold to other firms.
Open to discussion
Want to explore what makes sense as things develop.

Who drives sales to other law firms?

Michael mentioned loving sales. When Prose is ready to license, how should business development work?

PD actively sells alongside us — co-selling model
Michael and Mark leverage their network to open doors. We handle demos and implementation.
PD makes introductions, we handle the full sales process
PD's network gets us in the room. Our team closes and implements.
We handle sales independently — PD focuses on being a great client
PD's value is as anchor client and case study, not as a sales channel.
Let's figure this out as we go
Too early to define sales roles before we have a product to sell.

Are you expecting exclusivity on the founding team's time?

Understanding your expectations on time commitment helps us structure comp and milestones appropriately.

Full-time dedication to Amicus Group / Prose
The founding team works exclusively on building Prose. No other client work.
Primary focus with some flexibility
Amicus Group is the main commitment, but small side engagements are acceptable.
No exclusivity requirement — results matter more than hours
Deliver on milestones regardless of how time is allocated.
Want to discuss what's realistic given funding levels
Time commitment should be proportional to compensation.
IP & LEGAL

How should IP ownership work?

Amicus Group will build technology informed by PD's practice. Critical to establish who owns what.

Amicus Group owns all tech IP, PD gets a perpetual license
Standard startup structure. Company owns everything built. PD gets preferred access forever.
Amicus owns core tech, PD owns firm-specific configurations
Platform = Amicus. PD-specific workflows, templates, and customizations = PD.
Joint IP ownership
Both parties co-own the intellectual property.
Need to think about this carefully
IP ownership has major long-term implications.

How should we handle PD being both investor/partner and client?

Prose will be licensed to other firms — some may compete with PD in certain areas.

PD gets a head start, not exclusivity
PD is first to market. Others access after a defined period (6–12 months).
PD gets exclusivity in your specific verticals for 12–24 months
No licensing to firms doing fashion/beauty/luxury IP or entertainment in PD's markets.
No exclusivity — PD benefits through pricing and revenue share
Prose licenses to anyone from day one. PD's advantage is economic.
This needs careful thought — let's memo it out
The dynamics between investor, client, and competitor need detailed consideration.

What are PD's expectations for data handling during development?

We'll be working near sensitive client data. Setting expectations now prevents issues.

Anonymized / synthetic data only
Build and test with fabricated data. Zero privilege or confidentiality risk.
Limited real data under NDA + strict controls
Controlled set of redacted matter data under formal data handling agreement.
Full sandbox access to selected real matters
Complete access to chosen matters for development. Maximum product fidelity.
Discuss with Mark — privilege implications need expert input
Data handling in law firms has unique privilege and confidentiality considerations.
PRODUCT

Which capability would create the most immediate value for PD?

Determines what we build first.

Email triage + task routing agent
AI that classifies, routes, and follows up on email by matter and priority.
Living case briefs + matter dashboards
Auto-updating summaries pulling in emails, transcripts, docs, strategy. Up to speed in minutes.
IP portfolio tracking + deadline management
Track marks globally, flag renewals, keep clients proactively informed.
All painful — help us prioritize based on impact and feasibility
Want the team to recommend build order.

Which revenue model resonates more for selling Prose to other firms?

This shapes pricing, sales motion, and how fast we can scale.

High-touch consulting engagements ($100K–$200K+ per firm)
White-glove implementation. Go in, learn workflows, build custom. Premium pricing.
Monthly managed service ($5K–$15K/month per firm)
Recurring revenue. Ongoing management and optimization of the AI layer.
Hybrid — upfront implementation fee + monthly managed service
Charge for the build, then charge for ongoing management.
Too early to decide — let the first few clients inform the model
Price discovery through real engagements.

What systems does PD currently use that Prose needs to work with?

Michael mentioned SmokeBall and iManage. Understanding your tech stack helps us design the right integrations from day one.

Outlook + SmokeBall + iManage
Email via Outlook, practice management via SmokeBall, document management via iManage.
Outlook + SmokeBall + other tools
Core systems plus additional tools we should know about.
Mostly Outlook — everything else is informal
Email is the operating system. Not much formal tooling beyond that.
Not sure — Sawyer would know the full stack
Operations knows the details better than the partners.

Who at PD would be the day-to-day R&D contact?

Building the right product requires close collaboration with someone in the workflows daily.

Michael Patrick
Direct access to the person whose pain points we're solving. Highest-quality feedback.
Mark Doerr
Brings both domain expertise and understanding of the legal/compliance architecture.
Sawyer Milillo (Director of Operations)
Manages operations and understands systems, bottlenecks, and workflow integration deeply.
Rotating — different people for different capabilities
Michael for strategy, Mark for legal/IP, Sawyer for ops, associate for workflow validation.
TIMELINE

How quickly should we move on formation and the round?

Mark mentioned a "snap raise" — what timeline feels right?

This week — incorporate and start closing immediately
File with Clerky, issue shares, begin circulating SAFEs. Let's go.
Within 2 weeks — incorporate now, close round by mid-April
Form the entity immediately. Finalize SAFE terms and pitch materials, then close.
Within 30 days — build pitch materials, then raise
More deliberate. Polish the vision before approaching investors.
Flexible — get the structure right, then move as fast as we can
Quality of the foundation matters more than artificial speed.
AMICUS GROUP, INC. · PROSE · CONFIDENTIAL · 2026