Sunrise × Aaron
Partnership Proposal

What it would actually take to build Sunrise together.

Not a pitch. A working proposal with the uncomfortable parts left in, so we can decide the right things now instead of finding disagreement in month nine.

Prepared for
Aaron
Prepared by
Carl Winans · Sunrise
Status
Nothing decided
Read time
About 12 minutes
01 — The honest case

Let's start with what could go wrong.

Two consultants who do similar things merging is usually a bad idea. It combines the overhead without combining the revenue, and you end up with a bigger generalist instead of a better business. We should name that before we talk about anything fun.

The reason to do this is not "we can do more things." It's "we can reach twice as many buyers and stop riding the same cash flow rollercoaster alone." — The only version of this that actually works

We overlap heavily on services. Marketing, AI consulting, discovery, building things. That overlap is not the asset. The asset is that our networks barely touch and our strengths sit on opposite ends of the same job.

Aaron
BRINGS

Reach and the close

  • A real B2B network, heavy in automotive and industrial
  • More reps on the sales side than I have
  • An existing book of clients and relationships
  • Access to buyers who have budget and are badly underserved on AI
Carl
BRINGS

The build and the machine

  • B2C, startup, and ecommerce network
  • Design, UI, web, Shopify, and software delivery
  • Operations, scoping, and quality control
  • The Sunrise brand, the LLC, and the delivery infrastructure

What that means practically

Sunrise doesn't launch as a wider menu. It launches as the same menu pointed at twice the market, with one of us selling while the other builds, instead of both of us doing all four jobs badly at once.

02 — The number

Here is the size of the mountain.

Before we talk structure, we should both look at the same number, because it sets the honest timeline. Move the sliders. This is what Sunrise has to gross for it to replace what we each already make.

Replacement math

What Sunrise needs to bill before either of us can stop taking outside work.

Not your dream number. The number that covers your actual nut.
The money that stays in the business. Brand, tools, marketing, reserve.
Higher means we scale. It also means less delivery revenue lands in our pockets per project.
Sunrise has to gross
$40,678
per month, before either of us is fully replaced
That's roughly4 clients
Annualized$488k
Retained in the business / yr$98k
Four to six solid clients. That is the realistic target, and it is a 12 to 18 month build, not a six month one. Worth knowing before we shake hands.

Assumes a 10% origination cut that flows back to whichever of us sourced the deal, so it counts toward partner take-home. Freelance cost comes out of the delivery pool.

Why this matters

If we go in thinking this replaces our income by spring, one of us bails in month eight feeling misled. If we go in knowing it's a year-plus, we build it properly and keep our legacy work running underneath without guilt.

03 — How money splits

Three buckets. Every dollar. No exceptions.

This is the single most important decision in the whole thing, and it's the one most partnerships handwave. Every dollar Sunrise collects splits three ways before either of us gets paid.

BUCKET 01

Origination

10 to 15% off the top to whoever brought the deal, paid on collected revenue for as long as that client pays us.

Why: it makes us both actually sell instead of quietly waiting for the other guy to fill the pipeline.

BUCKET 02

The house

15 to 25% stays inside Sunrise. Brand, website, tools, marketing, and the reserve that eventually lets us drop legacy clients.

Why: skip this and we're not a business. We're two freelancers sharing a logo.

BUCKET 03

Delivery

Everything left, split by who did the work, including account management. Freelance cost comes out of here, not out of the house.

Why: whoever carries the project carries the upside, and hiring help stays a real decision with a real cost.

Play with it

Put in a realistic deal and see who gets what. Then put in the deal that worries you and see if it still feels fair.

Deal split calculator

One project, one month.

Slide left as Aaron takes on more account management and delivery.
Where the money goes
Aaron
Carl
House
Free
Aaron takes$2,470
Carl takes$3,430
Stays in Sunrise$2,000
Paid to freelancers$2,100

Over twelve months this one client is worth $29,640 to Aaron, $41,160 to Carl, and $24,000 to the business.

Read the freelance slider carefully

Push it right and our per-project take drops, but our capacity goes up and neither of us is the bottleneck. That tension is the whole business in one control. My honest position: we should be uncomfortable early rather than trapped later.

04 — The bright line

Your clients stay yours. Forever.

Neither of us can afford a partnership that puts our existing income at risk. So the rule needs to be simple enough that it never needs a debate at 9pm on a Friday.

RULE ONE

Legacy is legacy

Any client either of us had before day one is 100% yours. Forever. No cut, no reporting, no discussion.

RULE TWO

New logos are Sunrise

Any client neither of us had before day one goes through Sunrise. Full stop, regardless of who found them.

RULE THREE

The two-person test

Legacy client buys something new? If it needs the other partner or a Sunrise freelancer, it's Sunrise work. If you can do it yourself the way you always have, it's yours.

Test the rule on the messy ones

Pick an answer before you read mine. If we disagree on any of these, that's the conversation we need to have.

One more clause

Non-circumvention. If you introduce someone from your network and that person hires me direct eighteen months later, origination credit still applies. We should write that down now, while we both feel generous about it.

05 — Structure

Prove it first. Paper it second.

My strong recommendation is that we do not decide equity right now. We have zero shared revenue and no evidence we can sell together, scope together, or survive a bad project together. Deciding the cap table today is buying a house on the second date.

The setup

A six month paid trial, no equity

No new entity. Sunrise LLC stays as is. You operate as a partner-level contractor on a written revenue share, and both of us keep our legacy books completely separate.

The money

Three buckets on every Sunrise dollar

Origination, house, delivery. Same rules for both of us, applied to every project without exception.

The paperwork

One page, plain English, both sign it

Covering the split, the bright line, decision rights, and a written intent to revisit equity at month six against defined milestones. No lawyer needed yet.

Why this way

Cheap to start, cheap to unwind

It gives us six months of real data on the only question that matters, which is whether we can actually do this together when something goes wrong.

The principle

Equity is earned, not granted on day one

If the trial works, you earn in against contribution. Revenue sourced and time committed, measured, not remembered differently by each of us a year later.

The shape

Vesting to 40–50% over 24 months

I hold the majority through the earn-in because the brand, the entity, and the delivery infrastructure came in at the start. The exact percentage is open. Bring your number.

The safety net

Buy-sell terms written at the same time

Valuation formula, what triggers a buyout, and what happens if one of us badly outperforms. Written while we're both optimistic, not while we're both angry.

The cost

This is the part where we pay a lawyer

Small money against the cost of getting it wrong. We split it.

Everything in this phase is negotiable. It exists so you can see the shape of the deal, not so you can accept it.

AARON OWNS

Revenue

  • Pipeline and outbound
  • Pricing and negotiation
  • The client relationship
  • Which deals we chase
CARL OWNS

Delivery

  • Scope and estimates
  • Brand and quality standard
  • The freelance bench
  • Tools, process, and ops

Whoever owns the domain decides. The other one gets a strong opinion, not a veto. A short list stays unanimous: taking on debt, the first full-time hire, any spend over an agreed threshold, firing a client, and ending the partnership. And we name one person we both respect as a tiebreaker for when we're genuinely stuck. Costs nothing, probably saves this thing once.

What I need you to know about me

Fair is fair, so here's my constraint out loud. My whole reason for building Sunrise is to stop being the one doing all the work. If we partner and you're the stronger closer, the path of least resistance puts me in the delivery seat permanently, and in twelve months I'm in Figma at 11pm because a freelancer flaked.

By month six, no more than 40% of billable delivery hours are done by me personally. In the agreement, as a number, not a good intention. — The one thing I need written down

That means we build the freelance bench in month one, before we need it, and it means sometimes we take a smaller margin to keep the machine working. If that's a problem for you, better we find out now. Your turn: what's the constraint you need written down?

06 — Milestones and the exit

Including how we would end it.

Partnerships that die slowly do more damage than the ones that end cleanly. Let's decide the breakup terms while we still like each other.

Day 90
$15k

collected through Sunrise

  • 20 qualified conversations
  • 2 signed Sunrise projects
  • 3 freelancers tested on paid work
  • Site live with 3 case studies
Month 6
$25k

per month booked or recurring

  • Both taking distributions
  • Bench proven, not theoretical
  • Equity conversation opens
  • Carl under 40% of delivery hours
Month 12
$40k

per month

  • Each of us drops half our legacy load
  • Equity papered with a lawyer
  • First real hire on the table
  • Buy-sell terms in writing

The kill switch

If we miss badly two quarters running, we revert to a referral relationship with no hard feelings and a pre-agreed handshake on how the brand and any live clients get handled. On the brand specifically, my position is that Sunrise stays with me unless the earn-in has completed, and I'd rather say that out loud now than have it be awkward later. Live Sunrise clients go with whoever owns the relationship, with a fair split on work in progress.

07 — The conversation

The questions worth being uncomfortable about.

Skip the easy ones. These are the ones that actually predict whether this works. Tick them off as we get through them.

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