Rebuilt on your notes of October 11. Four products with prices on one table, the exclusivity answer, the demo firm, this week's actions, and the decisions only you can make. Two minutes for the summary; nine for the parts.
For Nick. Internal. Nothing here has been sent to anyone. Ownership, taxes and contracts are recommendations for your lawyers to confirm. The long form and the research sit in the lane folder.
Four services Zenith sells today or can sell by December, and the Tort Terminal lines that ride on top of them. Every price is flat per event. The two companies never share an invoice once the new company exists; until then the $40 rides the Zenith bill, by your ruling.
| Product | What is included | Price | Who bills | State |
|---|---|---|---|---|
| Origination | Media buying across platforms, creative, landing pages, attribution by campaign id, agentic optimization of the buy, reporting inside the terminal. Your definition to edit. | 15% of media, plus $4,000 a launch | Zenith | Live, agreed (the 2025 email and every campaign since) |
| Intake, signed and qualified | The intake floor, the scripts, the retainer on the firm's paper, the signed case in the terminal with its fraud checks already run. | $185 per signed case | Zenith | Live, agreed |
| Verification (the terminal's line) | KYC, digital footprint, background check, the government ID shown in the terminal. | $40 per signed case | Tort Terminal, its own invoice line (on the Zenith bill until the company forms) | Live since Oct 1 (Jerry, in writing, Sept 28) |
| HIPAA package | A signed HIPAA plus up to two supporting documents within seven days of signing. | $75 | Zenith | Agreed in writing; rate rows still $185 (Oskar, Oct 23) |
| Case Diligence (new product) | For cases we did not sign: every case comes into the terminal, runs the same checks, the campaign's firms and funders get logins, and Zenith is the provider org that completes the diligence intake. The product that competes with Smart Reviews; the terminal stamps it "TT Verified". Anchor from Marty's April card: $250 qualified, $125 disqualified, $20 no contact. | Not priced | Zenith delivers; the terminal stamps | Your notes of Oct 11; one-pager and price this week |
| Support through LKAZ (back office) | Support clients handled through LKAZ, billed to the campaign. Any share at close only where Jerry's ethics opinion covers it. | $100 per support client | Zenith or LKAZ, never Tort Terminal | Counsel's call |
| Platform fee | The terminal for the firm: campaigns, cases, ledger, the phone app, on top of what the firm pays Zenith. | $10,000 a month | Tort Terminal | Proposed, early 2027 |
| Funder subscription | One portfolio view across every firm and campaign a funder backs, no claimant names. | $50,000 a year | Tort Terminal | Proposed; no funder signed yet |
| Campaign ledger | A firm reads its own campaigns; the cross-firm view is the funder product. | Free | Tort Terminal | Free by design |
If we sign the case, no separate diligence is needed; the checks are already in the $40. Diligence as a product is for cases other people signed. Origination needs your one-paragraph definition of what the 15 percent includes; everything else on the table is priced or has an anchor.
Yes: the December conversation will be about staying special, not about owning a piece. Jerry has never asked for equity anywhere in two years of record. He has asked, repeatedly, to keep the relationship exclusive and to be told before we outgrow him. Give him everything that makes LK special except exclusivity on the software.
His own words. January: "we just need to make this a hell yes for you guys, and as long as it's a hell yes for you guys then we can maintain this exclusivity." September 29, on tape: he wants a "bulletproof" agreement about privilege, assigned to Clark. October 8: products for the industry, formalize, "some sort of joint venture." And he told you he does not want you to feel like you are outgrowing him. That is the opening: he expects you to grow past LK and wants to stay close while you do.
Scale is the plan: org profiles and the network on the platform are 2027 items, after the tenant isolation proofs. The thing to do now is say the exclusivity sentence yourself, one on one, before December, so he hears it from you.
Potter, Granger and Weasley LLP already exists on the platform: six fake campaigns and a working firm login, plus a fake lead provider called Ollivanders on the preview database. You said build it rich, full and funny. That is now the spec.
Your yes on the demo firm is recorded. The one thing still yours is the tone: how funny is funny for a room with Moshe and Corey in it. The desk will draft three campaign names for you to pick from.
Three things are yours this week. The rest is the desk's and Oskar's, each with a date.
| Action | Owner | By when |
|---|---|---|
| One call with Jerry: the date (16 or 17), "paper or a company?", the exclusivity sentence, the two 2024 contracts, the fee-sharing opinion he is getting. Script in file 35. | Nick | This week |
| Decide on lawyers. Every piece of paper in this plan waits on them; the pack has been ready since September 21. | Nick | This week |
| Origination: write the one paragraph of what the 15 percent includes, then the desk turns it into the product sheet. | Nick, then the desk | Oct 14 |
| Case Diligence one-pager and price, built on the casediligence page that is already live and Marty's April card; Cameron finds Smart Reviews' price. | Desk, Cameron | Oct 16 |
| Demo firm spec through the repo's spec process, then Oskar's yes and build. | Desk, then Oskar | Spec Oct 16; demoable Nov 14 |
| Fix the HIPAA rate rows ($185 to $75) and restate the fee schedule. | Oskar | Oct 23 |
| Send Oskar and Vince the December build list (file 37) and ask for dates. | Nick | This week |
| Brief Cameron before the party: the new company, the five tests, no numbers in the room. | Nick | Before Dec 16 |
| Org profiles and the network on the platform: after the tenant isolation proofs, with Oskar. | Oskar, 2027 | Not by December |
Seven yes-or-no calls. Each one changes a line on the product table or a sentence in the room.
A company we own with LK could only sell subscriptions to a handful of firms and funders, about $190,000 of business next year. LK's share of the profit is small money. Carving it out of Tort Terminal costs you a multiple of that in company value, and gives LK a veto when you sell.
How to read it: the two orange bars are what LK would earn in a year. The two blue bars are what the company you are building would be worth less, because a buyer pays a multiple of revenue and that revenue would now live somewhere else.
If a piece is ever sold, three fixes for the lawyers: price it by an appraiser on the day they buy, never at the founding price; if the company ever buys shares back, you or a third party are the buyer, not the company; the "Zenith under 20 percent" rule is optics, not the tax test.
At today's volume the software lines would bill LK about $375,000 a year: $255,000 of verification that is live now and a $120,000 platform fee from 2027. That is about 17 percent on top of the roughly $2.2 million its campaigns already pay Zenith. The $40 is two to three percent of what a signed case already costs LK all-in; the October price change nearly pays for itself on their mix; and one funder doubled its commitment four weeks after getting a login. Do not defend the numbers in the room: LK's own volume is down this month. Ask Jerry about the first-quarter plan.
Four things on paper: the one-pager, the all-in price sheet, the proof page on a phone, the privilege agreement. Nothing about shares, prices or dates for ownership. Never "we were cleared" about the security incident. A one-page letter within two days.