09
The partnership
We would rather own a slice of something that works
You said you love partnerships, and that when everybody is invested the rising tide lifts all boats. We agree, and this is a market we want to be in. So rather than quote you a build and hand it over, this is written as the thing we would actually do together. Here is what that looks like in specifics rather than in principle.
What each side brings
| You | 561 Media |
|---|
| The clinical judgement and the original insight. This was your idea and it is a good one. | The full build, engineering and design, across every phase. |
| The supply and lab costing you already built, code by code. Nobody else has done that work. | A materially reduced fee, with the balance carried as our investment. |
| The pilot practice and the real data to prove the model against. | Hosting, infrastructure and keeping the running cost honest as it scales. |
| Standing with other dentists. In a market that sells on peer recommendation, that is the distribution. | Positioning, the collateral, the demo, and the commercial operating side. |
The entity
A new company, jointly owned, formed before any work starts. It owns the product, the code, the brand and the customer relationships. Neither of us builds anything valuable inside our own business and then argues about it later.
Proposed split: 50/50. Equal partners, because that is what this actually is. You bring the insight, the clinical authority and the standing with other dentists that makes it sellable. We bring the build, the money to do it, and the operating side. Neither half works without the other, and we would rather start from that than from one of us being the senior party.
Both sides assign in what they bring. Your clinical model and costing library, our code and design. Both become company property on day one, so there is never a question about who owns what if this gets bought.
Day to day stays where the competence is. You lead clinical direction and the market. We lead the build and operations. The decisions that change the company, taking money, selling it, changing the split, need both of us.
Why equity and not a revenue shareA revenue share pays out sooner and is simpler to write, so it is usually the first instinct. It has one flaw that matters here.
You told us the ambition is to build this into something one of the larger dental companies wants to buy. In an acquisition a revenue share typically pays nothing. The buyer terminates or renegotiates it, and whoever funded the build is left with the monthly cheques they already banked.
Equity is the only structure that follows the outcome you are actually aiming at, and it puts us both on the same side of every decision along the way.
The build, and what the company pays for it
$60,000 to a working product running on your live data. That is everything below, four phases, 680 hours of engineering and design.
| Phase | What it delivers | Hours |
|---|
| 0 · Vendor verification | Written capability inventory from CareStack in hand, and the integration path decided | 25 |
| 0b · UI foundation | Design system, the grid layout and the email template, approved by you before anything is built | 132 |
| 1a · The grid, live | Your fee schedules loaded, the grid filled in, the costing engine running, your accounting connected, first morning email delivered | 354 |
| 1b · Live connection | Nightly sync running against your practice management software, uploads retired | 169 |
| A working product on live data | 680 |
Payment
| When | Covers | Amount |
|---|
| On signing | Vendor verification, the design foundation, and the start of the build. | $18,000 |
| When Phase 1a is accepted | The grid live on your own data, and a correct morning email five days running. | $18,000 |
| When Phase 1b is accepted | The nightly sync running against your practice management software, uploads retired. | $24,000 |
| Total | $60,000 |
You pay as the work lands. Nothing is due for a phase you have not seen. Each payment is tied to something you can check yourself rather than to a date on a calendar, and the two larger ones come after the product is doing the thing it is supposed to do.
What we are carrying. This work bills at $160,100. We are doing it for $60,000 and taking a stake instead of a fee, so roughly $100,100 of engineering and design goes into the company as our investment rather than onto an invoice. The first payment is sized to cover our actual cost of getting started, which is what keeps this a partnership rather than us quietly acting as your lender.
The fee and the split move together. If you would rather pay more of the build in cash, our share comes down. If you would rather pay less, it goes up. Both numbers are a conversation and neither is fixed until we agree the shape.
Phases 2 onwards
The dashboard, the volume weighting, the scheduler overlay and the remittance reconciliation are funded by the company once there is revenue, on a normal services agreement at standard rates. We are not asking you to fund a company that then gets free engineering forever, and you are not asking us to provide it. Support and maintenance work the same way.
From the 27 August call
Four things came out of that conversation that were not in this document before. They are here because they came from you and Derrick, and because they changed the product rather than just the pitch.
| What was raised | Where it lands |
|---|
| Nothing depends on the office network. Derrick's point, and the right one. If a practice loses its circuit, or the box in the closet dies, it should not lose the software. | The product is cloud hosted with no on-premise component and no local install. There is nothing in a practice to fail, back up or replace every five years. This was already the architecture and it is now written down, because every practice in the beta will ask. |
| The market fee data comes from the practices, not the insurers. Your point on the call: we do not have to ask a carrier what they pay in a zip code. | As practices come on, the platform builds a picture of what each plan actually allows, by procedure, by area. That is a real asset, it gets more valuable with every practice added, and it removes the dependency on carrier cooperation that would otherwise be the single biggest thing outside our control. |
| Let them see two codes for free. Also yours, and it is the best distribution idea in the whole plan. | A prophy and a filling, unlocked. The crown and the implant, which is where the money actually is, behind the subscription. A dentist who sees two real numbers from their own practice will want the other thirty. Scoped after the working product, not before it. |
| Nobody has to dig up a year of P&Ls. Your concern on the call, and the fair one. Assembling a year of statements is the thing that stops a practice ever getting started. | Practices connect QuickBooks or Xero and the numbers come across on their own. It is cloud based, so there is nothing to install and nothing running in the office. Honest caveat: every practice codes its books differently, so we still walk through which accounts map to which costs once. The connection removes the homework, not the conversation. Added to the build at our cost. |
| Naming, brand and marketing are not a line item. Raised when we noticed the build had no design or identity in it. | Naming, the identity, the site, the deck, the booth, the content and the advertising setup are contributed by us as partners rather than billed to the company. They do not appear in the $60,000 because they are not being charged for. |
The gate after Phase 1a
When the grid is live and a handful of dentists who are not you have looked at it, we both know something we do not know today: whether this is a business or a very good internal tool. Either side can adjust the terms or stop at that point. We would rather build that gate in now than discover in a year that one of us has been carrying the other.
Four things worth writing down
| Term | Why it matters |
|---|
| Change of control | The arrangement has to survive a sale rather than evaporate at the moment it is worth the most. This is the whole reason for equity over a revenue share. |
| Vesting against contribution | On both sides. Your value is being the clinical voice and the credibility with other dentists. Ours is building and running it. If either of us stops, the stake should reflect that. |
| A buyout path | If this works and you want it all back, there should be an agreed way to do that rather than an argument. |
| What each side owns going in | Your costing library and clinical model, our code and design. Assigned to the company on day one, cleanly. |
Vendor fees are paid by the company directly. The CareStack developer registration, currently understood to be around $5,000 and confirmed in writing at Phase 0, buys access to practice data. It is a cost of the business, not a line on our invoice.
Naming and identity are held until the company is formed. A product name, wordmark and mark is roughly 30 hours, and we would rather do it once, after we know whose brand it is. The interface work does not wait on it.
Running costs, so there are no surprises
| Item | Cost | Note |
|---|
| CareStack API access | ~$60 / location / mo | Plus an account minimum and the one time registration. All figures confirmed in writing at Phase 0. |
| Open Dental API access | $0 to $35 | Free at the level the first release needs. The paid tier is only required for the overlay. |
| Hosting, email, monitoring | Low hundreds / mo | Shared across every practice on the platform. |
| Accounting integration | Variable | Kept optional in the first release, because the metering cost cannot be sized until real call volume exists. |
What this means when the company sells it. The practice management vendor takes its cut on every seat forever, so selling below roughly $199 per location per month does not work. $299 to $499 is where this should land, plus a one time onboarding fee of $500 to $1,000 covering the fee schedule import, which is the only genuinely manual part of setup.
What the build figure does not include
Everything above is engineering and design. Three real costs sit outside it, and the company will carry them.
| Not in the build figure | What it actually is |
|---|
| Platform running costs | The monthly cost of keeping it live. Currently around $300 a month in total, shared across every practice on the system, and it stays there because of how the stack was chosen. |
| Getting in front of other dentists | Dentists do not buy practice software off a search ad. This sells through trade shows, study clubs and CE circuits, the dental podcasts and forums, and practitioners other dentists already trust. Booth space and speaking slots are lumpy, five figures at a time, and they are the channel. |
| Support and onboarding at volume | Fine at five practices. A real function at forty, when people are calling about numbers they want explained. Budget for it before it is on fire, not after. |
Why one team across the build and the operating sideOperational cost is a design decision, not an accident. The reason this runs at roughly $300 a month rather than several thousand is that we picked the free read tier on Open Dental, shared one set of infrastructure across every practice, and refused to over provision for scale that does not exist yet. Those are choices made by people who expect to still be running it in two years, which under this structure we are.
On getting in front of other dentists, we will be straight with you. This is not a market you win with search ads and a content calendar, and we are not going to pretend otherwise. Dentists buy practice software because someone they respect at a study club, a conference or on a podcast told them it changed how they run their operatory. The most valuable distribution asset here is you.
What we are good for around that is everything that has to exist for those conversations to convert. The positioning and the language, the booth and the deck, the demo that survives a sceptical practice owner poking at it, the case study built from your own numbers, the follow up that does not drop leads, and the site people land on afterwards.