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Clarification of Partnership Potential

This document outlines the current status of potential partnership(s). The term “potential” is used deliberately, as no formal business entity has been established. There is no incorporation, no freelance agreements, no business bank accounts, nor any other legal formalization in place at this time. To Date, discussions have only involved ideas and suggestions.

There are two main business concepts:

  1. Gabriel Protocol (GP): A business intended to provide services to City, county, and/or state police departments. Potential Value: 30k – 50+k, per year, per City. Expecting: Simpsonville, Fountain Inn Mauldin and Greer in the first 2 years. With only word of mouth from inside associates.
  2. Gabriel Martial Arts (GMA): A business offering martial arts training to the general public, with the potential for additional revenue streams such as sales of GMA-branded merchandise, refreshments, and related items. Potential Value: 85 – 150, per month, per student. Expecting: 20 students first month.

 

Both GP and GMA are the original concepts developed by Brandon Wofford and Tim Simmons.

AS OF 10-3-2024

The following, but not limited to, has been established, created, started or developed:

Company Name, Logo(s), Brochure magazine, Shirts, Website, and Copy for Brand awareness. 1st Contact with City Council, 1st Contact with SC Constables. Business Cards, Branded Large Vinyl Banner. Flyers with QR Codes. Curriculum Established. Certification explanation and details are documented, but a partner review could be used. (Certification explanation https://gabrielprotocol.com/certification/)

  1. Partners agreement
  2. Pricing structure with benefits
  3. Write a contract for the City (attorney)
  4. Present GP to City. 15 minutes while the chief of PD is present.
  5. Set up LLC
  6. Open Bank account
  7. Acquire liability insurance (https://www.jiujitsuinsurance.com/insurance-for-independent-jiu-jitsu-coach    FYI: https://gabrielprotocol.com/limited-liability/ May need this information if talking to other agencies: )
  8. Lease building (Fire insp, Utilities if needed.)
  9. Obtain a City business license
  10. Purchased mats (5k – 15k? 1000-3000sqft?)
  11. Write student’s contracts and waivers. (Waiver for Seminar https://gabrielprotocol.com/waiver/ )
  12. Establish GMA curriculum and promotions for standard students.
  13. Sell GP to other local cities.
  14. Create network of partners across SC to offer training after we have sold to their City’s.
  15. Duplicate in GA, NC, and FL

The following is a proposed agreement to get the idea across. It needs more work by an Attorney. This is important for your consideration,

This Business Partnership Agreement is made and entered into as of [Date] by and between:

  • Timothy Simmons
  • Brandon Wofford

together known as the “Partners,” with the business known as Gabriel Protocol .

  1. Introduction

The purpose of this agreement is to outline the terms and conditions of the partnership between Timothy Simmons and Brandon Wofford in the operation and management of Gabriel Protocol.

  1. Capital Contribution

Timothy Simmons has contributed all the initial capital for the establishment of Gabriel Protocol.

  1. Roles and Responsibilities
  • Timothy Simmons: Responsible for sales, marketing, supplemental instruction, and business management.
  • Brandon Wofford: Responsible for head instruction and curriculum creation.
  1. Salary Structure
  • Base Pay:
    • Brandon Wofford: $3,500.00 per month, to be prioritized to enable full-time transition.
    • Timothy Simmons: $3,500.00 per month, which may be considered as a capital investment until sales are sufficient to cover both salaries.
  1. Profit Allocation
  • After Gabriel Protocol retains 15% of earnings, 100% of remaining profits will be allocated to the repayment of Timothy Simmons’ initial capital investment.
  1. Retained Earnings
  • Gabriel Protocol will retain 15% of its profits as retained earnings before any profit distribution or salary adjustments.
  1. Transition to Full-Time
  • Brandon Wofford will transition to full-time employment at Gabriel Protocol once the business can ensure a steady monthly payment of $3,000.00 to him for at least one year. (*36k)
  1. Decision-Making and Dispute Resolution
  • In the absence of specific terms, all decisions shall be made jointly by the partners. In the event of a dispute, the partners agree to seek mediation before any legal action.
  1. Duration and Termination
  • This agreement shall remain in effect until terminated by mutual consent of both partners.
  1. Miscellaneous Provisions
  • Amendments: Any amendments to this agreement must be made in writing and signed by both partners.
  • Governing Law: This agreement shall be governed by the laws of [State/Country].
  • Entire Agreement: This document constitutes the entire agreement between the partners and supersedes all prior agreements and understandings.

IN WITNESS WHEREOF, the parties hereto have executed this Business Partnership Agreement as of the day and year first above written.

Timothy Simmons

Brandon Wofford

Sumed up for convenience:
Zack tells Brandon he’s looking to start his own School and attempts to get Brandon to join him; Brandon replies that he has something underway already; Zack wants in, so Brandon sends him to me. I said no because you bringing nothing to the table, Zack says “I have 50k” I said money won’t buy you into GP unless you have one million. Then I said 50k could buy you into GMA and he then lowered his offer to 20k and the 10k and we have not shook or made any agreements or contracts signed on it.
Zack has spent a few hours researching building leases and mats, and I suspect he is getting cold feet.
If you guys (Mcbrides) come aboard, I will end Zack’s expectations immediately as a partner with either GP or GMA.

Sorry for all the content, but you need to know where we are and what has been done so far.

Brandon and I have spoken and agree that you (both) would be a great fit. We would like to hear what you would bring (to the table) beyond John’s sales experience and Amber’s eye for detail and excellence. Those are important but don’t address our current to-do-list. Would you want to be partners in GMA or GP, or both?

We sincerely don’t need a partner, but it would speed up the process and remove some burdens. A GP partner is especially optional because two sales cover all overhead potentially and set the stage for GMA to be overhead.

Now, any inspiring partner should want in on GP; let’s be honest, it has the most upside on ROI and the quickest turnaround. And we expect that a partner in both businesses will be motivated even more to complete the to-do list and other items if they arise.

To date, Brandon has not invested financially in GP/GMA.
All funds have been out of my pocket; I have not saved receipts, but they are less than $2k. I have put in more sweat equity than imaginable.
I also pay for web hosting and maintain the current website, and I will soon build one for GMA.

I reiterate that the goal was to make sales to the City and then invest back into the to-do-list. If there was a shortfall and I needed to raise funds upfront, I was prepared to spend $5k more but ultimately avoided that. So far, everything has gone as planned, but less fast than desired.
We’ve hit every goal, not knowing what was possible.

Our partners should agree that Brandon should approve all curricula and Tim should approve all graphic and marketing concepts.

We want to hear from you by email or conversation!