CONSULTING PROPOSAL
Military Solutions Services LLC → Berraka LLC
Executive Summary
Military Solutions Services LLC ("MSS-LLC") proposes to provide comprehensive strategic consulting, technology development, and business development services to Berraka LLC to facilitate successful market entry and secure first post-construction cleaning contracts in the Dallas-Fort Worth metropolitan area.
I. Scope of Services
Service Overview
MSS-LLC will provide four primary categories of services to establish Berraka as a competitive, technology-enabled post-construction cleaning company.
A. Technology Development & Digital Infrastructure
1. Website Development
Deliverable: Professional website optimized for lead generation
⏱️ Timeline: 2-3 weeks from engagement start
2. Web Application Development
Deliverable: Custom client portal and job management system
⏱️ Timeline: 4-6 weeks from engagement start
3. Database Architecture
Deliverable: Scalable CRM and operations database
⏱️ Timeline: 3-4 weeks from engagement start
4. Marketing Automation Setup
Deliverable: Automated marketing and follow-up systems
⏱️ Timeline: 2 weeks
B. Strategic Business Consulting
1. Market Entry Strategy
2. Contract Hunting & Sales Support
Goal: Secure minimum $50,000 in signed contracts/LOIs
⏱️ Timeline: Intensive through Month 3, ongoing as-needed
3. Financial Systems & Planning
4. Operational Systems Development
C. Government Contracting Preparation
1. Certification Roadmap
⏱️ Timeline: Month 2-4
2. Government Proposal Development
⏱️ Timeline: Month 3-6, ongoing support
II. Deliverables Timeline
Month 1: Foundation & Launch
- Business plan, financial models, investor pitch deck
- Market research and target customer list (50+ prospects)
- Website design approved and development started
- Basic website version live
- QuickBooks setup complete
- First 10 sales outreach emails sent
- Database/CRM setup and initial data entry
- Contract templates finalized
- Sales scripts and proposal templates ready
- Contract hunting intensifies (20+ outreach attempts)
- Marketing automation setup begins
- First free trial or demo scheduled
Month 2: Execution & Traction
- Web application beta version deployed
- First LOI targets actively pursued
- Sales meetings accompanied by consultant
- Website fully launched (all pages complete)
- First customer testimonials captured
- Financial tracking systems operational
- Marketing automation fully operational
- WOSB certification application started
- Monthly financial review #1
Month 3: Acceleration & Optimization
- Government contracting preparation intensive
- Web application full production launch
- Sales pipeline review and optimization
- Success metric review: $50K+ in LOIs/contracts (goal)
- Process refinement based on first jobs
- Investor reporting systems finalized
- Quarter 1 review and assessment
- Quarter 2 planning and goal setting
- Transition to ongoing support mode
III. Compensation Structure
Recommended: Tiered Profit Share + Equity
Performance-based compensation that rewards early-stage contribution while declining as business stabilizes
PHASE 1: Year 1 (Months 1-12)
Example Year 1 Scenarios:
| Annual Net Profit | MSS-LLC Compensation | Karina Retains |
|---|---|---|
| $30,000 | $7,500 (25%) + $5,000 bonus = $12,500 | $17,500 |
| $60,000 | $12,500 + $2,000 + $5,000 = $19,500 | $40,500 |
| $100,000 | $12,500 + $10,000 + $5,000 = $27,500 | $72,500 |
| $150,000 | $12,500 + $10,000 + $7,500 + $5,000 = $35,000 | $115,000 |
💡 Payment Schedule: Quarterly distributions based on actual net profit
PHASE 2: Year 2 (Months 13-24)
PHASE 3: Year 3+ (Months 25-36 and beyond)
Equity Buy-Out Option
Berraka LLC may repurchase MSS-LLC's 10% equity stake anytime after Month 24 for:
- $25,000 (minimum floor), OR
- 5x MSS-LLC's proportionate share of trailing 12-month net profit
Example: If Year 2 net profit = $200,000, MSS-LLC's 10% share = $20,000, Buy-out price = $20,000 × 5 = $100,000
Proposed Ownership Structure
| Shareholder | Share Class | % Ownership | Voting Rights |
|---|---|---|---|
| Karina | Class A | 51% | 100% voting (WOSB control) |
| Colombian Investor | Class B | 35% | Non-voting (economic only) |
| MSS-LLC (Danny) | Class C | 10% | Non-voting (vests over 24 mo) |
| Reserved Pool | - | 4% | Future employees |
✅ This structure maintains Karina's WOSB eligibility (51%+ women-owned with full control)
V. Key Terms & Conditions
1. Intellectual Property
- All developed technology (website, web app, database) owned by Berraka LLC
- MSS-LLC retains right to use similar frameworks for other clients (excluding direct competitors)
- Complete source code, documentation, and credentials provided to Berraka
- MSS-LLC proprietary methodologies remain MSS-LLC property (see NDA)
2. Confidentiality
- Both parties agree to mutual confidentiality (detailed in separate NDA)
- 5-year confidentiality period for all business information
- Non-disclosure of financials, customer lists, trade secrets
- MSS-LLC specifically protects: Strategic methodologies, contract hunting techniques, technology architecture
3. Non-Compete
- MSS-LLC will not provide similar consulting to direct Berraka competitors in DFW
- Duration: Throughout agreement + 12 months post-termination
- Geographic limitation: 50-mile radius of Dallas city center
4. Performance Guarantees
MSS-LLC Commits To:
- Website live within 30 days
- 50+ qualified prospects identified within 30 days
- Minimum 20 sales outreach attempts per week (Months 1-3)
- Target: $50,000+ in signed contracts/LOIs by Day 90
- Monthly deliverable check-ins and progress reports
⚠️ If target not met: Karina may reduce Year 1 profit share from 25% to 20% OR terminate with 30 days notice
5. Termination Rights
Either Party May Terminate With:
- 60 days written notice
- Must specify reason and provide opportunity to cure
Upon Termination:
- MSS-LLC retains all vested equity
- Outstanding profit share payments due within 30 days
- MSS-LLC provides 30-day transition assistance
- All Berraka property returned immediately
- Confidentiality obligations continue for full 5-year term
VI. Success Metrics & Milestones
90-Day Goals (Critical Launch Phase)
6-Month Goals
12-Month Goals
XII. Signature Page
By signing below, both parties acknowledge they have read, understood, and agree to the terms outlined in this Consulting Proposal. This serves as a Letter of Intent to formalize the relationship through detailed legal agreements.
MILITARY SOLUTIONS SERVICES LLC
BERRAKA LLC
CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement ("Agreement") protects MSS-LLC's proprietary methodologies, strategic frameworks, and intellectual property while allowing Berraka to use deliverables created for the business.
1. MSS-LLC Confidential Information Includes:
A. Strategic Methodologies:
- Contract hunting frameworks and processes
- Customer targeting and qualification systems
- Sales approach strategies and techniques
- Negotiation frameworks and tactics
- Market analysis methodologies
B. Technology & Systems:
- Software architecture and design patterns
- Database schemas and data models
- Proprietary code, algorithms, and scripts
- System integration methodologies
- Automation frameworks and workflows
C. Business Development Frameworks:
- Government contracting strategies
- Certification optimization techniques
- Proposal development methodologies
- Pricing strategies and models
- Partnership structuring frameworks
2. Berraka's Obligations
Non-Disclosure:
- Hold all Confidential Information in strict confidence
- NOT disclose to any third party without MSS-LLC written consent
- Use reasonable care to protect (same as own confidential info)
- Limit access to employees with legitimate need-to-know
Non-Use:
- Use ONLY for operating Berraka's cleaning business
- NOT for starting competing consulting business
- NOT for providing consulting to other cleaning companies
- NOT for creating courses, books, or educational materials
- NOT for selling, licensing, or monetizing the information
3. Important Distinction
Example: Berraka owns the website and can modify it. MSS-LLC owns the development methodology and framework used to build it. Berraka CANNOT teach others how to build websites using MSS-LLC's methodology.
4. Term and Remedies
In Event of Breach:
- Injunctive relief (immediate court order to stop breach)
- Monetary damages (all profits from unauthorized use)
- Liquidated damages: $25,000 per material breach
- Attorney's fees and costs
5. Restrictions on Competing Use
Berraka (including Karina personally) agrees NOT to:
- Provide business consulting to other cleaning companies using MSS-LLC's methodologies
- Teach, train, or coach other entrepreneurs using disclosed frameworks
- Create courses, books, or materials based on Confidential Information
- Share methodologies with competing cleaning companies
- Share with other consultants working with competitors
✅ Permitted: Berraka may hire its own consultants for Berraka-specific needs, but may not share MSS-LLC's proprietary methodologies with those consultants.