SkyMirror Founder & Legal Framework
Executive Summary
This framework establishes SkyMirror's founder agreements, equity structure, and legal compliance foundations. It provides templates, checklists, and governance for founder relationships and legal operations across SkyMirror's core business units: Software Solutions, AI Applications (CheckMet, Traquiva), and SkyMirror Academy.
Part 1: Founder Roles & Responsibilities
1.1 Founder Role Definitions
Chief Executive Officer (CEO) - Lukman Ibrahim
Primary Responsibilities:
- Set and communicate company vision and strategy
- Lead fundraising and investor relations
- Build and manage executive team
- Represent company externally (media, partners, customers)
- Drive overall business growth and performance
- Foster company culture and values
Decision Authority:
- Final decisions on strategy and major initiatives
- Hiring/firing of executive team
- Fundraising terms (with board approval)
- Major partnerships and contracts (over €100K)
- Company policies and culture
Time Allocation:
| Activity | % Time |
|---|---|
| Strategy & Planning | 25% |
| Fundraising & Investors | 20% |
| Team Leadership | 20% |
| External (Sales, Partners, PR) | 20% |
| Operations & Admin | 15% |
Success Metrics:
- Revenue growth vs. plan
- Fundraising milestones achieved
- Team satisfaction and retention
- Customer NPS
- Strategic partnerships secured
Chief Technology Officer (CTO) - Eric
Primary Responsibilities:
- Define and execute technology strategy
- Lead product development and engineering
- Drive AI/ML innovation and research
- Manage technical team and architecture
- Ensure product quality and security
- Protect and develop intellectual property
Decision Authority:
- Technology stack and architecture decisions
- Engineering hiring and team structure
- Product roadmap priorities (with CEO input)
- Technical partnerships and vendors
- Security and compliance standards
Time Allocation:
| Activity | % Time |
|---|---|
| Product Development | 30% |
| Team Leadership | 25% |
| Architecture & Technical | 20% |
| Strategy & Planning | 15% |
| External (Tech community, Recruiting) | 10% |
Success Metrics:
- Product delivery vs. roadmap
- System uptime and performance
- Engineering team productivity
- Technical debt management
- Patent applications filed
Chief Operations Officer (COO) - Dr. Loveday
Primary Responsibilities:
- Oversee day-to-day business operations
- Manage customer success and support
- Drive operational efficiency and scaling
- Lead HR and people operations
- Ensure delivery excellence
- Manage facilities and administration
Decision Authority:
- Operational processes and systems
- Customer success strategies
- HR policies and practices
- Vendor and supplier relationships
- Office and facilities decisions
Time Allocation:
| Activity | % Time |
|---|---|
| Operations Management | 30% |
| Customer Success | 25% |
| People Operations | 20% |
| Process Improvement | 15% |
| Strategy & Planning | 10% |
Success Metrics:
- Customer retention rate
- Operational efficiency metrics
- Employee satisfaction
- Support response times
- Process automation achieved
Chief Financial Officer (CFO) - Abdulwahab A
Primary Responsibilities:
- Develop and execute financial strategy
- Manage financial planning and reporting
- Lead investor relations (with CEO)
- Ensure regulatory and tax compliance
- Optimize capital allocation
- Manage risk and insurance
Decision Authority:
- Financial policies and controls
- Budget allocation within approved plan
- Financial vendor relationships
- Compliance and audit matters
- Treasury and cash management
Time Allocation:
| Activity | % Time |
|---|---|
| Financial Planning & Analysis | 30% |
| Investor Relations | 20% |
| Compliance & Reporting | 20% |
| Strategy & Planning | 15% |
| Operations & Admin | 15% |
Success Metrics:
- Financial accuracy and timeliness
- Cash runway management
- Fundraising support
- Audit and compliance status
- Cost optimization achieved
1.2 Founder Decision Matrix
| Decision Type | CEO | CTO | COO | CFO | Board |
|---|---|---|---|---|---|
| Company strategy | D | C | C | C | A |
| Fundraising | D | I | I | C | A |
| Annual budget | R | C | C | D | A |
| Executive hiring | D | C | C | C | I |
| Product roadmap | C | D | C | I | I |
| Major contracts (over €100K) | D | C | C | C | I |
| Technology architecture | C | D | I | I | I |
| Operational processes | C | I | D | C | I |
| Financial policies | C | I | C | D | I |
| Equity grants | D | C | C | C | A |
Legend: D = Decides, A = Approves, C = Consulted, R = Recommends, I = Informed
1.3 Founder Meeting Cadence
| Meeting | Frequency | Attendees | Purpose |
|---|---|---|---|
| Founder Sync | Weekly | All founders | Alignment, decisions |
| Strategy Review | Monthly | All founders | Strategic planning |
| Board Prep | Quarterly | All founders | Board meeting prep |
| Founder Retreat | Annually | All founders | Long-term planning |
1.4 Conflict Resolution Process
Level 1: Direct Discussion
- Founders discuss disagreement directly
- Focus on data and company interest
- Aim for consensus within 48 hours
Level 2: Structured Debate
- Each founder presents position in writing
- Identify underlying interests and concerns
- CEO makes final decision if no consensus
Level 3: External Mediation
- Engage advisor or board member
- Formal mediation process
- Binding decision if needed
Part 2: Equity Structure
2.1 Cap Table
Current Ownership Structure
SkyMirror maintains a founder-led ownership structure that ensures strategic continuity and aligned decision-making. The company is majority-owned by the founding team, with equity pools reserved for employees and strategic advisors.
| Shareholder | Type | Role |
|---|---|---|
| Lukman Ibrahim (CEO) | Common | Founder, visionary, strategic leadership |
| Eric (CTO) | Common | Technical leadership |
| Dr. Loveday (COO) | Common | Operations leadership |
| Abdulwahab A (CFO) | Common | Financial leadership |
| Jerone Lebadie (CMO) | Common | Marketing leadership |
| Employee Option Pool | Options | Future hires |
| Reserved for Advisors | Options | Strategic advisors |
Note: Specific ownership percentages are confidential and shared with investors under NDA.
2.2 Vesting Schedule
Standard Founder Vesting:
- Total Vesting Period: 4 years
- Cliff: 1 year (25% vests at cliff)
- Vesting Frequency: Monthly after cliff
- Acceleration: Single trigger on acquisition (optional)
Vesting Schedule Example:
| Month | Cumulative Vested | Monthly Vest |
|---|---|---|
| 0-11 | 0% | 0% |
| 12 | 25% | 25% (cliff) |
| 13-48 | 25% + 2.08%/mo | 2.08% |
| 48 | 100% | - |
2.3 Equity Grant Guidelines
Employee Equity Bands
| Level | Equity Range | Vesting |
|---|---|---|
| Junior | 0.01% - 0.05% | 4 years, 1-year cliff |
| Mid | 0.05% - 0.15% | 4 years, 1-year cliff |
| Senior | 0.1% - 0.3% | 4 years, 1-year cliff |
| Lead | 0.2% - 0.5% | 4 years, 1-year cliff |
| Director | 0.3% - 1.0% | 4 years, 1-year cliff |
| VP/C-Level | 0.5% - 2.0% | 4 years, 1-year cliff |
Equity Grant Process
- Proposal: Hiring manager proposes grant within band
- Review: CEO and CFO review proposal
- Approval: Board approves grants (quarterly batch)
- Documentation: Legal prepares grant documents
- Signing: Employee signs option agreement
- Recording: Grant recorded in cap table
2.4 Founder Agreement Checklist
-
Shareholder Agreement
- Equity allocation documented
- Vesting terms specified
- Transfer restrictions defined
- Drag-along/tag-along rights
- Pre-emptive rights
- Decision-making procedures
-
Founder Employment Agreements
- Role and responsibilities
- Compensation terms
- Termination provisions
- Non-compete clauses
- Confidentiality obligations
-
IP Assignment Agreement
- All IP assigned to company
- Prior inventions disclosed
- Future inventions covered
- Moral rights waived (where applicable)
-
Vesting Agreements
- Vesting schedule documented
- Cliff terms specified
- Acceleration triggers defined
- Repurchase rights
Part 3: Legal Compliance Framework
3.1 Corporate Structure
Entity Information
| Attribute | Details |
|---|---|
| Legal Name | SkyMirror Kft. |
| Jurisdiction | Hungary |
| Registration Number | [Number] |
| Registered Address | Kálmán Imre utca 1, 1054 Budapest |
| Date of Incorporation | [Date] |
| Share Capital | [Amount] |
| Fiscal Year End | December 31 |
Subsidiary Structure (Future)
SkyMirror Kft. (Hungary - Parent)
├── SkyMirror GmbH (Germany - Planned)
├── SkyMirror Ltd (UK - Planned)
└── SkyMirror Inc (US - Planned)
3.2 Legal Compliance Checklist
Corporate Compliance
-
Company Registration
- Certificate of incorporation
- Articles of association
- Registered agent appointed
- Annual filings current
-
Board Governance
- Board composition documented
- Board meeting minutes maintained
- Resolutions properly recorded
- D&O insurance in place
-
Shareholder Matters
- Share register maintained
- Shareholder agreements signed
- Share certificates issued
- Transfer records maintained
Employment Compliance
-
Employment Contracts
- All employees have signed contracts
- Contracts comply with local law
- Probation periods documented
- Notice periods specified
-
Contractor Agreements
- All contractors have signed agreements
- IP assignment included
- Confidentiality provisions
- Proper classification (employee vs. contractor)
-
HR Policies
- Employee handbook
- Anti-discrimination policy
- Health and safety policy
- Remote work policy
Intellectual Property
-
IP Ownership
- All IP assigned to company
- Founder IP assignments signed
- Employee IP assignments signed
- Contractor IP assignments signed
-
IP Protection
- Trademarks registered
- Patents filed (where applicable)
- Trade secrets protected
- Copyright notices in place
-
IP Documentation
- IP register maintained
- Prior inventions disclosed
- Third-party IP licensed properly
- Open source compliance
Data Protection (GDPR)
-
Documentation
- Privacy policy published
- Cookie policy published
- Data processing records
- Data protection impact assessments
-
Processes
- Consent mechanisms implemented
- Data subject rights processes
- Data breach procedures
- Data retention policies
-
Contracts
- Data processing agreements with vendors
- Standard contractual clauses for transfers
- Customer data processing terms
-
Technical Measures
- Encryption implemented
- Access controls in place
- Audit logging enabled
- Regular security assessments
3.3 Contract Templates
Customer Contract Essentials
| Section | Key Terms |
|---|---|
| Services | Scope, SLA, support levels |
| Fees | Pricing, payment terms, increases |
| Term | Duration, renewal, termination |
| Data | Processing, security, privacy |
| IP | Ownership, licenses, restrictions |
| Liability | Caps, exclusions, indemnities |
| Confidentiality | Obligations, duration, exceptions |
| General | Governing law, disputes, notices |
Vendor Contract Essentials
| Section | Key Terms |
|---|---|
| Services | Scope, deliverables, timeline |
| Fees | Pricing, payment terms, expenses |
| Term | Duration, termination rights |
| IP | Work product ownership |
| Confidentiality | Protection of our information |
| Data Protection | DPA if processing personal data |
| Liability | Indemnities, insurance requirements |
| Compliance | Regulatory requirements |
Employment Contract Essentials
| Section | Key Terms |
|---|---|
| Position | Title, duties, reporting |
| Compensation | Salary, bonus, equity |
| Benefits | Health, vacation, other |
| Term | Start date, probation, notice |
| Confidentiality | During and after employment |
| IP Assignment | All work product to company |
| Non-Compete | Scope, duration, geography |
| Termination | Grounds, process, severance |
3.4 Legal Review Process
Contract Review Thresholds
| Contract Value | Review Level |
|---|---|
| <€10,000 | Department head approval |
| €10,000 - €50,000 | CFO approval |
| €50,000 - €100,000 | CEO approval |
| Over €100,000 | CEO + legal review |
| Strategic/unusual | CEO + legal + board |
Legal Review Checklist
## Contract Review Checklist
**Contract:** [Name]
**Counterparty:** [Name]
**Value:** €[Amount]
**Reviewer:** [Name]
**Date:** [Date]
### Commercial Terms
- [ ] Scope clearly defined
- [ ] Pricing acceptable
- [ ] Payment terms acceptable
- [ ] Term and renewal appropriate
### Risk Terms
- [ ] Liability caps reasonable
- [ ] Indemnities balanced
- [ ] Insurance requirements met
- [ ] Termination rights adequate
### Legal Terms
- [ ] Governing law acceptable
- [ ] Dispute resolution appropriate
- [ ] Confidentiality adequate
- [ ] IP provisions correct
### Compliance
- [ ] GDPR compliance (if applicable)
- [ ] Regulatory requirements met
- [ ] Internal policies followed
### Recommendation
- [ ] Approve as-is
- [ ] Approve with changes
- [ ] Reject
**Notes:**
[Comments]
Part 4: Governance Structure
4.1 Board of Directors
Current Board Composition
| Seat | Name | Role | Type |
|---|---|---|---|
| 1 | Lukman Ibrahim | CEO | Founder |
| 2 | [Investor Rep] | Board Member | Investor |
| 3 | [Independent] | Board Member | Independent |
Board Meeting Cadence
| Meeting Type | Frequency | Duration | Purpose |
|---|---|---|---|
| Regular Board | Quarterly | 3 hours | Governance, strategy |
| Committee | Monthly | 1 hour | Specific oversight |
| Special | As needed | Varies | Urgent matters |
Board Meeting Agenda Template
## Board Meeting Agenda
**Date:** [Date]
**Time:** [Time]
**Location:** [Location/Video]
### 1. Opening (5 min)
- Call to order
- Approval of previous minutes
- Declaration of conflicts
### 2. CEO Report (30 min)
- Business update
- Key achievements
- Challenges and risks
- Strategic priorities
### 3. Financial Review (30 min)
- Financial performance vs. plan
- Cash position and runway
- Key financial metrics
### 4. Operational Updates (30 min)
- Product development
- Sales and marketing
- Customer success
- Team and hiring
### 5. Strategic Discussion (45 min)
- [Topic 1]
- [Topic 2]
### 6. Governance Matters (15 min)
- Resolutions for approval
- Committee updates
- Compliance matters
### 7. Executive Session (15 min)
- Board-only discussion
### 8. Closing (5 min)
- Action items review
- Next meeting date
- Adjournment
4.2 Board Committees
Audit Committee
Purpose: Oversee financial reporting, risk management, and compliance
Composition: 2-3 members (majority independent)
Responsibilities:
- Review financial statements
- Oversee external audit
- Monitor internal controls
- Review risk management
Compensation Committee
Purpose: Oversee executive compensation and equity programs
Composition: 2-3 members (majority independent)
Responsibilities:
- Set executive compensation
- Approve equity grants
- Review compensation philosophy
- Oversee incentive programs
4.3 Advisory Board
Current Advisors
| Name | Expertise | Engagement | Compensation |
|---|---|---|---|
| [Advisor 1] | [Area] | Monthly calls | 0.25% equity |
| [Advisor 2] | [Area] | Quarterly | 0.1% equity |
| [Advisor 3] | [Area] | As needed | Hourly fee |
Advisor Agreement Template
## Advisor Agreement Summary
**Advisor:** [Name]
**Expertise:** [Area]
**Start Date:** [Date]
**Term:** 2 years
### Engagement
- [X] hours per month
- Monthly/quarterly calls
- Email availability
- Introductions as appropriate
### Compensation
- Equity: [X]% options
- Vesting: 2 years, monthly
- Cash: €[X]/hour (if applicable)
### Confidentiality
- Standard NDA terms
- No competing engagements
### Termination
- 30 days notice by either party
- Vested equity retained
Part 5: Risk Management
5.1 Legal Risk Register
| Risk | Likelihood | Impact | Mitigation | Owner |
|---|---|---|---|---|
| IP infringement claim | Low | High | Freedom to operate analysis, insurance | CTO |
| Data breach | Medium | High | Security measures, incident response | CTO |
| Employment dispute | Medium | Medium | HR policies, legal review | COO |
| Contract dispute | Low | Medium | Legal review process | CFO |
| Regulatory non-compliance | Low | High | Compliance program | CFO |
| Founder dispute | Low | High | Clear agreements, mediation | CEO |
5.2 Insurance Coverage
| Type | Coverage | Annual Premium | Provider |
|---|---|---|---|
| D&O Insurance | €2M | €[X] | [Provider] |
| Professional Liability | €1M | €[X] | [Provider] |
| Cyber Insurance | €1M | €[X] | [Provider] |
| General Liability | €500K | €[X] | [Provider] |
| Employment Practices | €500K | €[X] | [Provider] |
5.3 Incident Response
Data Breach Response Plan
Phase 1: Detection & Containment (0-4 hours)
- Identify and contain breach
- Preserve evidence
- Notify incident response team
Phase 2: Assessment (4-24 hours)
- Assess scope and impact
- Identify affected data/individuals
- Determine notification requirements
Phase 3: Notification (24-72 hours)
- Notify supervisory authority (if required)
- Notify affected individuals (if required)
- Notify relevant stakeholders
Phase 4: Remediation (Ongoing)
- Implement fixes
- Update security measures
- Document lessons learned
Part 6: Appendices
Appendix A: Key Legal Contacts
| Role | Name | Contact | Use For |
|---|---|---|---|
| Corporate Counsel | [Name] | [Email] | Corporate matters |
| Employment Lawyer | [Name] | [Email] | HR/employment |
| IP Counsel | [Name] | [Email] | Patents, trademarks |
| Data Protection | [Name] | [Email] | GDPR, privacy |
Appendix B: Document Retention Policy
| Document Type | Retention Period | Storage |
|---|---|---|
| Corporate records | Permanent | Secure cloud |
| Financial records | 10 years | Secure cloud |
| Employment records | 7 years after termination | Secure cloud |
| Contracts | 7 years after expiry | Secure cloud |
| Customer data | Per privacy policy | Encrypted cloud |
| 3 years | Email archive |
Appendix C: Annual Legal Calendar
| Month | Activity | Owner |
|---|---|---|
| January | Annual corporate filings | CFO |
| February | Insurance renewal review | CFO |
| March | Q1 board meeting | CEO |
| April | Employment law review | COO |
| May | IP portfolio review | CTO |
| June | Q2 board meeting, mid-year compliance | CEO |
| July | Data protection audit | CTO |
| August | Contract review | CFO |
| September | Q3 board meeting | CEO |
| October | Budget and planning | CFO |
| November | Year-end preparation | CFO |
| December | Q4 board meeting, annual review | CEO |
Document Version: 1.0 Last Updated: December 2024 Owner: CEO / CFO Review Cycle: Annually