# Merge Combinator Pursue Agreement **Version 1.0** *We publish this, we use it on every pursuit we start, and we do not negotiate it. This document contains no equity. Equity appears once, at formation, against published defaults.* --- Between **Merge Combinator, LLC** ("Merge") and **________________________** ("You"), effective **____________**. We completed an Explore period and decided there is something here. This document says what we are pursuing, who is doing what, and what has to happen before a company gets formed. --- ## 1. The opportunity > ______________________________________________________________ > > ______________________________________________________________ **The problem owner is:** ____________________ (name, organization, role) **The user we are building for is:** ______________________________________ ## 2. Roles Roles come from the published Merge role taxonomy. Pick one each. Do not invent one. | Person | Role | Hours per week | What they deliver in this period | |---|---|---|---| | | | | | | | | | | | | | | | **Seats held fractionally.** If anyone is holding a seat on a part-time basis, all three of these are filled in. A seat missing any of them is a retainer. | Seat | Held by | Through | Converts to | Who recruits the permanent holder | |---|---|---|---|---| | | | Formation | Founder position at Form | | ## 3. What has to be true before we form a company Formation is triggered when **all** of the following are true: 1. ______________________________________________________________ 2. ______________________________________________________________ 3. ______________________________________________________________ *Examples of a real trigger: a signed contract or award, a written funding commitment, a problem owner confirming in writing that a working prototype meets the need, a customer letter of intent.* **Nobody is obligated to form anything.** If the triggers are met and any party does not want to proceed, they say so and this ends. No penalty, no claim. ## 4. Money Nobody pays anybody. Each party bears its own costs during this period. There are no fees, no retainers, no reimbursements, and no billed hours. If an out-of-pocket cost needs to be shared, we agree to it in writing before it is incurred, or it is not shared. ## 5. Who owns what Each party keeps what it brought and keeps what it makes on its own during this period. If we create something jointly, we paper it before we create it. Nothing in this document assigns, licenses, or transfers any intellectual property. ## 6. Exclusivity, narrow and mutual For the term of this agreement, neither party will pursue **this specific opportunity** with a third party without telling the other first. That is the whole restriction. Both parties remain free to work on anything else, with anyone, including things adjacent to this. Neither party is restricting who the other hires, partners with, or sells to. ## 7. Confidentiality The confidentiality terms of our Explore Agreement continue unchanged and run for their full two years from that agreement's effective date. ## 8. Ending it Either party may end this with 14 days written notice, for any reason. On termination, section 6 falls away immediately and sections 5 and 7 survive. This also ends on its own **six months** after the effective date unless both parties sign an extension or move to a Form Agreement. ## 9. What formation looks like If we form, we intend to use the **Merge Form Agreement** and the default terms by role it publishes. The Form Agreement is not yet published. When it is, it will be at github.com/mergecombinator/standard, and its terms will be set before anyone reaches formation rather than negotiated at the end of this process. An investment of money in the new company, by Merge or by anyone else, is not part of this agreement or of the Form Agreement. It is agreed separately, on its own terms. This section is a statement of what we intend to use. Nothing here obligates any party to enter into any future agreement. ## 10. That is the whole thing This is the entire agreement between us on this subject, other than the Explore Agreement's confidentiality terms, which survive on their own. Changes must be in writing and signed by both. Governed by the laws of ____________. --- **Merge Combinator, LLC** Signature ____________________ Name ____________________ Date __________ **Counterparty** Signature ____________________ Name ____________________ Date __________ --- ### A note on why section 9 reads the way it does Teaming agreements in this industry routinely promise a future subcontract on terms to be negotiated later. Virginia courts, which govern a large share of government contracting relationships, have repeatedly held those to be unenforceable agreements to agree. The usual fix is to front-load an entire subcontract into the teaming agreement, which nobody wants to do this early. We take the other route. We do not promise to agree later. The Form terms are published before anyone reaches formation, so there is nothing left to negotiate if we get there. Until the Form Agreement is published, section 9 states intent only and binds no one. ## Changelog - **1.0** (2026-10-01) First published version.