Internal · Working Outline

Ojenta Membership

Sellers, Mentors, and Proteges are members of Ojenta — program participants with rights and duties — not equity owners of Ojenta the company. Deal economics live in each New Company. This page is a design outline for discussion, not a final membership agreement.

Working premise

Members, not owners

Membership means enrollment in the Ojenta program and Guild community: access, introductions, certification roles, and platform duties under separate terms.

Not ownership means no residual claim on Ojenta’s assets, no default share of platform equity, and no de facto shareholder status by virtue of being a Seller, Mentor, or Protege. Mentors are not de facto owners of Ojenta itself. Proteges are never employees of the New Company, OpCo, or Ojenta. Ojenta is not a licensed business broker.

New Company Members (Ojenta and the Protege only — never the Seller or the Mentor) are a different relationship from Ojenta program membership. Naming must keep those separate.

Open issues

Outline for decision

Seller brokerage disclosure and ongoing duty. Sellers disclose current or recent brokerage, listing, or finder agreements; lookback period TBD; duty to notify Ojenta if they enter one while in process; remedies for non-disclosure.
What “member of Ojenta” means. Rights and duties; explicitly not equity ownership of Ojenta.
Membership vs New Company membership. Naming and separation of the two.
Mentor membership and independence. Program member vs independent contractor to their payor (Protege early; generally New Company). Still not Ojenta equity owner. Mentor Engagement Agreement: Ojenta is not a party.
Protege membership and partner status. New Company partner; never employee of the New Company, OpCo, or Ojenta; also Ojenta program member. Protege Engagement Agreement.
When membership begins and ends (by role).
Broker and finder conflicts for Mentors and Proteges.
Securities / “membership interest” confusion. Avoid accidental equity characterization of program membership.
Fees, screening, and membership.
Document map. Membership terms; seller disclosure; Mentor Engagement Agreement; Protege Engagement Agreement; LOI / process exclusivity.

Status: outline only. No membership terms executed. Related decisions live in project MEMORY (Mentors not de facto Ojenta owners; Protege never employee; Ojenta not a licensed business broker).