Read every clause
before you sign anything.

Graveyard.vc shall serve as Assignee under California Code of Civil Procedure §§ 493.010 et seq. (or, where applicable, Delaware 10 Del. C. § 7381 et seq. or comparable Texas authority). Specific services include:

1. Triage AI memo — modeled recovery scenario delivered within one (1) business day of intake.
2. Drafting and execution of all eight required ABC documents via the Document Mill: General Assignment Agreement, Unanimous Board Resolution, Stockholder Consent, Interested Party Declaration, Patent Assignment, Trademark Assignment, 401(k) trustee appointment, and Assignee Compensation Letter.
3. Asset transfer and custody through a clean special-purpose Assignee entity formed for the engagement.
4. Structured marketing and sale of the Estate's intellectual property, accounts receivable, inventory, fixed assets, prepaid assets, and other transferable property — including coordination with strategic acquirers and acqui-hire partners via the Buyer Graph.
5. Creditor notice and Proof-of-Claim management via the Creditor Portal, with statutory-priority distribution modeling and a live, auditable ledger.
6. Final accounting, tax filings, and records storage for the seven (7)-year period required by California law.

As with any wind-down, no specific recovery is guaranteed. We commit to commercially reasonable best efforts to maximize creditor recovery and to provide an honest, modeled assessment of expected outcomes at every stage. We will tell you what we think the outcome will be, in writing, before you sign.

Graveyard.vc operates a published three-tier fee framework. The applicable tier is determined at the conclusion of the Triage AI assessment based on liquidable estate value and structural facts; Client does not select among tiers. Tiers and pricing are published in full at graveyard.vc/#pricing.

Tier eligibility is set by liquidable estate value as assessed in the Triage AI memo: Tier I — Compact for estates of $100K to $1M; Tier II — Aligned for estates of $200K to $5M (or by board election above $1M for fiduciary signaling); Tier III — Capital for estates of $1M and above. Estates under $100K liquidable are not a fit and are referred elsewhere.

The "Transaction Bonus" applies to gross proceeds of any sale, license, or acqui-hire of Estate assets that closes during the term. For Tier II — Aligned, the threshold is set at signing at 75% of the modeled creditor recovery from the Triage AI memo, and total fees in Tier II are capped at 20% of liquidable estate value. Critically — and unlike industry practice — there is no post-termination tail in any tier. When this engagement ends, our claim ends.

Graveyard.vc shall be reimbursed for reasonable out-of-pocket expenses required to perform the Engagement, capped at $15,000 absent prior written approval from Client for amounts above that cap. Expense detail is published on the live ledger in real time — Client and creditors may view every reimbursable item as it is incurred. There is no separate retainer, no replenishment obligation, and no power for us to draw against client funds outside the published fee structure.

This is a mutual obligation, in contrast to industry practice. Graveyard.vc shall not disclose Client's identity, financial situation, or the existence of this Engagement to any third party — including potential buyers, creditors, the press, or industry observers — without Client's prior written consent. The Triage AI memo, the Buyer Graph match list, and all materials derived from Client's information are Confidential Information of Client.

For a period of twelve (12) months after termination, neither Party shall solicit for employment any employee of the other Party without that Party's written consent. This provision is mutual, applies in both directions, and includes no per-head liquidated damages.

Each Party shall indemnify the other Party for losses, claims, damages, and reasonable attorneys' fees arising solely from such indemnifying Party's gross negligence, willful misconduct, or breach of this Agreement. Neither Party shall be liable for consequential, indirect, or punitive damages.

Either Party may terminate this Agreement upon five (5) days' written notice. On termination, Graveyard.vc is entitled to fees and Transaction Bonuses earned through the date of termination only, plus reasonable expenses incurred. There is no post-termination tail. Sections 5 (Confidentiality) and 7 (Indemnification) survive.

Client agrees to provide reasonable access to documents, books, records, computer systems, and knowledgeable employees — to the extent necessary for Graveyard.vc to perform under this Agreement. Graveyard.vc shall use such information solely for this Engagement and subject to § 5 (Confidentiality). Client makes no representations or warranties as to the accuracy or completeness of pre-engagement records, and Graveyard.vc shall promptly notify Client of any material discrepancy it discovers.

This Agreement is governed by California law. Disputes shall be resolved by binding arbitration before a single arbitrator at JAMS in San Francisco County. The Parties mutually waive trial by jury. The arbitrator may not award punitive damages. The prevailing Party is entitled to reasonable attorneys' fees.

Graveyard.vc and its affiliates may have ongoing relationships with venture funds, secured creditors, strategic acquirers, and counsel that overlap with parties to this Engagement. We will disclose any actual or apparent conflict in writing within three (3) business days of becoming aware of it, and Client may elect to terminate this Agreement under § 8 if Client determines the conflict is material. We do not waive Client's right to a clean conflict check; we simply require honest, prompt disclosure.

This Agreement, together with the published fee schedule at graveyard.vc/pricing as of the date of execution, constitutes the entire agreement between the Parties. It supersedes all prior communications. Amendments must be in writing, signed by both Parties.