GO. GROW.
PARK. KILL.
Line by line.
Every founder-facing asset, in every outcome. No footnotes, no surprises at the memo. The rules below are the operating defaults written into the Day-0 documents.
| Asset | GO | GROW | PARK | KILL |
|---|---|---|---|---|
| The C-corp entity | Continues. Seed round closes into it. | Continues. Founder-run for cash or a later raise. | Kept alive at minimum cost. Dormant until re-evaluation. | Founder decides: keep, wind down, or sell for parts. |
| Code and repositories | Company keeps. | Company keeps. | Company keeps. | Founder keeps. No claw-back, no license back. |
| Domain and brand | Company. | Company. | Company. | Founder. |
| Cloud accounts and data | Company. | Company. | Company. Studio pays baseline hosting during dormancy. | Founder. Ownership of accounts transfers on the wind-down memo. |
| Customer contracts | Company. Founder owns the relationship. | Company. Founder owns the relationship. | Company. Founder decides whether to keep servicing. | Founder. Contracts assign to whatever entity the founder chooses. |
| Studio SAFE | Converts at the seed round on standard terms. | Sits on the cap table. Converts on the next priced round. | Sits on the cap table. Converts if a priced round ever closes. | Terminates. No repayment obligation. Nothing owed. |
| Studio common stock | Held. Standard four-year vest continues. | Held. Vest continues. | Held. Vest continues. | Returned to the company or cancelled per the operating agreement. |
| Founder equity | Intact. Vests as scheduled. | Intact. Vests as scheduled. | Intact. Vests as scheduled. | Intact through the notice date. Unvested returns to the pool. |
| Infra credits | Stay with the company. | Stay with the company. | Stay with the company. Some providers require active usage. | Non-transferable. Terminate with the studio arrangement. |
| Sales bench work product | Handed off. CRM, sequences, and pipeline become the company’s. | Handed off. | Handed off in whatever state it’s in. | Founder keeps. Studio does not resell or reuse for a competing company. |
Illustrative operating defaults. The signed studio agreement and IP assignment govern in every case.
“Kestrel Ops” · Day 90
A fictional company used to make the KILL memo concrete. Numbers invented, structure real.
KILL. No paid pilots. Two verbal LOIs revoked in Week 8 when the incumbent tool cut its price by 40%. Buyer will not switch at any price we can charge and still fund the go-to-market.
- 62 discovery calls · 11 second calls · 0 paid pilots
- Two verbal LOIs, both withdrawn after competitor pricing move
- ARR at Day 90: $0. Total cash collected: $0.
- Best pricing test: 63% below the number we’d need to fund CAC
No revenue to grow. No latent signal worth parking for a wait. The competitor pricing move is structural and unlikely to reverse in a timeframe that helps a bootstrapped restart.
- The C-corp, the code, and the domain
- All customer conversations and CRM data
- Cloud account ownership
- The pitch, the deck, the discovery notes
- The build-value SAFE terminates. Nothing owed.
- Studio common stock returns to the company.
- Board observer seat vacated on the same day.
Founder chose to wind the entity down and take a senior role at a portfolio company in an adjacent market. Cupel wrote a reference and made three warm introductions.
Illustrative. Names and numbers invented; the mechanics are the standard KILL playbook.