Gate A (hard gate) — met. Sole founder equity structure and IP assignment into the company-to-be are signed. Atlas and external investor invites still wait on later incorporation gates; this pack no longer blocks soft raise or scaled engagement framing.
Signed (2026-07-17): equity % locked, vesting locked, prior invention schedule complete (no carve-outs), IP Assignment & Equity Side Letter executed and vaulted. Counsel review remains recommended before confirmatory Atlas assignments; Gate A is complete without it.
Signed PDFs (and any counsel markups with personal details) stay out of git — private object storage or counsel vault only. This page is the living checklist.
Founder: Team bios. Hire / co-founder grants: Hire / co-founder scorecard. Formation sequence: Formation checklist.
Why this is Gate A
Without written equity and IP assignment:
- Cap table at incorporation is ambiguous — investors will stop diligence
- Code, specs, brand, and benchmarks may not cleanly vest in the Delaware entity
- Post-check disputes over ownership of pre-incorporation work product
Rule: Gate A signatures are complete. Atlas filing still waits on budget or a committed check; external dataroom invites wait on all incorporation gates — Investor sharing.
Parties
| Person | Role |
|---|---|
| Mushood Hanif | Sole founder — product, evaluation systems, full-stack; building harness, site, dataroom, evidence |
Prior multi-founder roster is retired. Future joiners are employees or co-founders via new grants from the option pool (or negotiated co-founder stock at incorporation) — see Hire / co-founder scorecard. Do not reserve named equity for a placeholder team.
A. Equity split — locked
Locked posture (sole founder): band 85–90% founder / 10–15% option pool.
Agreed choice (founder intent for Atlas):
- 90% founder / 10% option pool
- 85% founder / 15% option pool
- Other (attach one-pager; counsel reviews) — still sole-founder controlled; no five-way split
| Slice | % of fully diluted at incorporation | Notes |
|---|---|---|
| Founder (Mushood Hanif) | 90% | Restricted common / RSA at Atlas; share counts via counsel |
| Employee / advisor option pool (unissued) | 10% | Created at incorporation; first hire / co-founder grants come from here |
Counsel may nudge within the locked band before stock issuance; do not reintroduce multi-founder optics.
Vesting (locked)
| Term | Locked |
|---|---|
| Schedule | 4 years from vesting start date |
| Cliff | 1 year (25% vests at cliff; monthly thereafter unless counsel specifies quarterly) |
| Vesting start | Incorporation date |
| Acceleration | None by default; single-trigger / double-trigger only if counsel agrees in writing |
| Unvested on departure | Returns to company (or option pool) per restricted stock / RSA terms |
Founder stock form (at Atlas)
Expect restricted common stock with repurchase right on unvested shares (or equivalent Atlas / counsel package), plus 83(b) elections filed within 30 days of grant if applicable. Counsel confirms jurisdiction and filing mechanics — do not DIY 83(b).
B. IP assignment — signed
Goal: everything built for Haga (past and future) is owned by the company once formed; until then, the founder binds himself to assign into that entity.
Instrument: IP Assignment & Equity Side Letter (Ready — executed 2026-07-17).
Scope of assigned IP
The founder assigns (and agrees to assign) to the future Delaware C-Corp (and, interim, holds in trust for it):
- Software —
haga-core,haga-web, experiments, notebooks, scripts, configs, CI - Documentation — technical specs, thesis/narrative used commercially, dataroom content authored for Haga
- Brand — name, logos, tokens, domain-related goodwill created for Haga
- Methodology & data — evaluation harness ideas, scoring calibration, labeled sets, comparative evaluation datasets created for Haga
- Work product — inventions, improvements, and materials conceived or reduced to practice in connection with Haga, whether or not patentable
Carve-outs — prior invention schedule
| Founder | Prior invention schedule | Date |
|---|---|---|
| Mushood Hanif | [x] Complete — no carve-outs — schedule | 2026-07-17 |
Ongoing obligations (in side letter)
- Further assurances — sign filings / assignments needed to perfect company title after incorporation
- Moral rights waiver to the extent allowed by law
- Confidentiality — customer artifacts, engagement workflows, and comparative evaluation data stay confidential per IP strategy; public methodology / Apache harness remain the trust signal
- Open source — no Haga core IP published under OSS without written founder (or board post-incorporation) approval; third-party OSS used under license stays attributed
Interim vehicle (pre-Atlas)
Until the C-Corp exists:
- Founder has signed the IP Assignment & Equity Side Letter that (a) locks the split + vesting intent, and (b) assigns Haga IP to a nominee / holds it for the company to be formed
- At Atlas closing, execute confirmatory assignments into the Delaware entity and issue founder stock per the locked split
Do not register a Pakistan company as the fundraising or IP holding vehicle.
C. Execution path (Gate A)
Do these in order. Do not skip to Atlas or external invites.
| Step | Owner | Done |
|---|---|---|
| 1. Lock founder % + option pool % (90 / 10 within 85–90 / 10–15 band) | Founder | [x] 2026-07-17 |
| 2. Lock vesting start rule + cliff/schedule | Founder | [x] 2026-07-17 |
| 3. Complete Prior Invention Schedule | Founder | [x] 2026-07-17 |
| 4. Circulate draft instruments (side letter + assignment) | Founder | [x] — side letter |
| 5. Counsel review (recommended before signing) | External counsel | [ ] Deferred — recommended before confirmatory Atlas assignments |
| 6. Sign equity + IP instruments | Founder | [x] 2026-07-17 |
| 7. Store signed PDFs in private vault (not git); vault index stays outside this room | Founder | [x] 2026-07-17 |
8. Flip this page status Blocked → Ready; set INCORPORATION_GATES.gateAFounderEquityIp.met |
Room owner | [x] 2026-07-17 |
| 9. Only then: Formation checklist when budget or committed check → Investor sharing | — | [ ] |
Signature tracker
| Founder | Equity instrument | IP assignment | Prior inventions | Signed date |
|---|---|---|---|---|
| Mushood Hanif | [x] | [x] | [x] schedule ready | 2026-07-17 |
Gate A complete when: every cell in the signature tracker is checked and dated, vault storage confirmed, and this document’s status is set to Ready. Met 2026-07-17.
D. What Gate A does not unlock
| Still gated | Waits on |
|---|---|
| Delaware C-Corp / Atlas | Gate A and budget or committed check (~$500 + counsel buffer) |
| Real entity docs in this room | Post-Atlas — Entity placeholders |
| Investor dataroom invites | All incorporation gates — Investor sharing |
| Seed+/Series A (GAAP, 409A, insurance, board minutes, material contracts) | Later stage — Document status as N/A-until-stage |
Milestone map: Milestone model.
E. Checklist summary
- Founder % + option pool % agreed in writing (90% / 10%)
- Vesting schedule agreed (4yr / 1yr cliff)
- Vesting start rule agreed (incorporation date)
- Prior invention schedule completed (no carve-outs)
- IP assignment / side letter drafted and linked
- Counsel review before confirmatory Atlas assignments (recommended)
- IP assignment / side letter executed
- Signed PDFs stored outside git
- Document status flipped to Ready;
gateAFounderEquityIp.met→ true; formation may proceed when funded