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November 1st, 2025

DeepTrack Co-Founder Partnership Proposal DRAFT

Executive Summary​

This document outlines a proposed co-founder partnership structure between Gary Sheng and Bryan Koyundi for DeepTrack, positioning this as a transformative "make or break" partnership that can elevate DeepTrack from an obscure African prototype to a leading competitor in the critical deepfake detection space.

Proposed Partnership Structure​

Equity Compensation​

  • Proposed Stake: 20% equity over 4 years
  • Vesting Schedule:
    • 4-year vesting with 3-month cliff
    • Monthly vesting after cliff
    • Double-trigger acceleration on acquisition
      • To be ironed out with attorneys
    • Milestone-based acceleration (first enterprise client, funding round)
      • To be ironed out with attorneys
  • Position: Co-Founder / Head of Ecosystem (or… Head of Partnerships. Or whatever external facing label is best suited for closing deals)
  • Protection: Anti-dilution protection from future option pool creation

Value Proposition​

Gary brings a versatile skill set that can be deployed strategically based on DeepTrack's evolving needs. Rather than rigidly defined roles, Gary will contribute wherever maximum impact can be achieved at any given phase of growth.

Core Capabilities Include:

  • Strategic Positioning: Transform DeepTrack from regional startup to credible global competitor through narrative development and brand elevation
  • Network Activation: Access to White House, Vatican, enterprise, and Silicon Valley networks for partnerships and funding
  • Go-to-Market Leadership: Drive US market entry through whatever channels prove most effective - direct sales, partnerships, or developer ecosystem
  • Movement Building: Apply proven experience building communities and movements to establish DeepTrack as category leader
  • Flexible Execution: Wear multiple hats as needed - from closing enterprise deals to refining pitch decks to developer relations

The key value is having a seasoned operator who can identify and execute on highest-leverage opportunities as they emerge, rather than being confined to predetermined responsibilities. This adaptability is critical for early-stage success.

Partnership Dynamics​

Time Commitment​

  • This will not be Gary's only work commitment until major fundraise secured
  • Flexible engagement allowing for other commitments
  • Increased involvement post-funding

Initial Support​

  • Strategic guidance to maximize Silicon Valley residency opportunity
  • Leverage existing relationships to open doors without cash outlays
  • Will consider case-by-case financial support for high-ROI initiatives

Success Metrics​

  • Secure US enterprise clients before Silicon Valley residency
  • Establish government/institutional partnerships
  • Complete rebrand and marketing materials
  • Build pipeline of qualified leads

Strategic Rationale​

This partnership represents a "make or break" opportunity for DeepTrack:

Cap Table Context:

  • Bryan currently owns 98.77% as sole founder
  • Only $10K raised at $1M valuation
  • No employee option pool established
  • No other team members or advisors

Without This Partnership:

  • Risk remaining perceived as an African company (which carries lots of biases)
  • Limited access to Western markets
  • Struggle to compete with funded competitors
  • Solo founder structure (red flag for investors)
  • Minimal capital to execute on vision

With This Partnership:

  • Immediate credibility through Gary's reputation
  • Access to high-value networks and decision-makers
  • Professional positioning for US market entry
  • Competitive advantage through unique institutional relationships
  • De-risked founder team for investor confidence
  • Bootstrap support to bridge to funding

Implementation Timeline​

Immediate (November 4-11, 2025)​

  • November 4: Engage legal counsel to formalize partnership
  • November 6: Begin representing DeepTrack at Vatican AI conference (under provisional agreement)
  • November 11: Target date for executed partnership agreement
  • Initiate rebranding efforts

Short-term (November-December 2025)​

  • Begin enterprise partner outreach, with Bryan in the US

Medium-term (Q1 2026)​

  • Close first major US enterprise deals
  • Position for Series A fundraising

Investment Considerations​

Network & Resource Access​

  • Access to corporate law expertise through Gary's network to properly structure partnership
  • Connections to service providers who may offer startup-friendly terms
  • Strategic introductions that reduce need for paid marketing/PR
  • Leverage existing relationships rather than cash investments

Long-term Alignment​

  • Equity structure ensures long-term commitment
  • Monthly vesting (post-cliff) aligns incentives
  • Success directly tied to DeepTrack's growth
  • Future employee option pool (10-15%) dilutes from Bryan's stake, not Gary's
  • Board observation rights to stay informed on strategic decisions

Risk Mitigation​

For DeepTrack:

  • No cash compensation until fundraise
  • Proven track record of building movements
  • Immediate access to valuable networks
  • De-risks US market entry

For Gary:

  • Meaningful equity stake for transformational impact
  • Flexibility to maintain other commitments
  • Clear value creation metrics
  • Alignment with divine calling and mission

Conclusion​

This partnership positions DeepTrack for exponential growth by addressing its most critical challenges: Western market credibility, enterprise sales, and institutional access. Gary's unique combination of technical understanding, network relationships, and movement-building expertise makes this a rare opportunity to transform DeepTrack into a category-defining company.

The 20% equity stake reflects true co-founder-level contribution at the ground floor - joining when the company has only raised $10K with a sole founder structure. This properly values the transformational impact of taking DeepTrack from regional prototype to global competitor. Bryan retains 78-80% initially, and 65-70% after a typical employee option pool, maintaining strong founder control while building a world-class team.

Risk Mitigation Note: If these terms feel roughly right, we should move forward knowing that the 3-month cliff provides natural protection for both parties. If for any unforeseen reason the partnership isn't a good fit, we'll discover this before the cliff with literally no cost to Bryan - no equity vests and no cash compensation is owed. This structure allows us to test the partnership with full commitment but minimal risk.

This is not just an advisory role but a true co-founder partnership that will fundamentally reshape the company's trajectory from day one.

Next Steps​

  1. Achieve high-level agreement on these terms
  2. Gary to engage corporate law friend starting November 4 to formalize partnership structure
  3. Finalize and execute partnership agreement within one week (by November 11)
  4. Begin representation at Vatican AI conference (November 6) under provisional agreement
  5. Develop 90-day action plan for US market entry
  6. Prepare materials and strategy for Silicon Valley residency