Proportional equity

Capacity contribution agreement — proportional equity

1. Parties

This agreement is between {{ownerName}} (the "Owner") and {{contributorName}} (the "Contributor"), covering one project: {{projectTitle}}. It takes effect on {{effectiveDate}}.

2. What is being contributed

The Contributor commits {{ccuCommitted}} CCU of Claude Code capacity to the project. One CCU equals one percent of a Claude Pro weekly Claude Code allowance, and the platform's ledger — not either party's account of things — determines how much has actually been spent. Alongside that capacity comes the time and effort it takes to use it: reviewing output, steering the model, fixing what it gets wrong, and shipping the result.

3. Ownership of the work produced

In exchange for {{ccuCommitted}} CCU, the Contributor earns {{contributorPercent}}% of the project. That percentage is fixed at signing. It does not float up or down with how the work turns out, and it is not recalculated later against actual usage once it has vested — it is sized to the commitment made here, not an ongoing meter. If the parties later want a different number, that takes a new agreement, not an amendment to this one.

The share vests only when {{vestingCondition}} is met. If the Contributor delivers less than {{ccuCommitted}}, the vested share reduces pro rata to capacity actually spent per the platform ledger, rounded to one decimal place. If nothing is delivered within {{completionWindowDays}} days of {{effectiveDate}}, the Owner may cancel the unvested share by written notice.

4. Intellectual property

The Contributor assigns their work on the project — code, prompts, configuration, documentation, and anything the Claude Code sessions generate — to the Owner. This means the Owner holds one clean, unencumbered copyright, and can license, sell, or restructure the project without tracking down signatures from every past contributor.

In exchange, the Contributor holds their vested percentage as an economic interest, not a claim on the copyright. Spelled out precisely: this is a right to a share of the project's proceeds. It is not a right to direct, veto, or control what happens to the project, and it is not shares or membership interest in any company unless the parties separately agree to form one. If a company is later formed around {{projectTitle}}, the Owner must offer the Contributor equivalent equity in it, or buy out the economic interest in writing at fair value.

Each side keeps whatever they already owned coming in — pre-existing code or material either party brings stays theirs, and contributing it here only grants the other side the licence needed to use it in this project.

The Contributor's economic interest pays out as {{contributorPercent}}% of net proceeds from any sale, licensing, or revenue the project generates, paid within 30 days of the Owner receiving it. The Contributor may ask to see the underlying numbers once a year.

5. Credit and attribution

The Contributor is credited as a contributor to {{projectTitle}} wherever the project lists contributors — READMEs, release notes, project pages — regardless of what happens to the vested percentage later.

6. Confidentiality

Anything shared to do this work — private repository access, credentials, unreleased plans, unpublished business details — stays confidential and is used only for the project. That does not cover information that is already public, or that a party already knew independently before this agreement. The Contributor may say, publicly, that they worked on {{projectTitle}} and describe their role in general terms; that is not a confidentiality breach.

7. No warranty

The work is provided as-is. AI-generated code and content can be wrong, insecure, or infringe something neither party checked for. Neither the Owner nor the Contributor promises that the project works, is secure, or is free of third-party rights issues. Neither is liable to the other for indirect or consequential losses arising from the work or from this agreement.

8. Not a partnership, not employment

This agreement does not make the Contributor an employee, agent, or partner of the Owner, and does not create a joint venture. Each side handles their own taxes on what they earn. The Owner controls day-to-day decisions about the project. UseMyTokens is the platform that facilitated this agreement — it is not a party to it and has no obligation to enforce it.

9. Termination

Either party can end future participation at any time by written notice. Capacity already spent is not refundable in CCU or in cash, and termination does not erase a share that has already vested — the Contributor keeps it and remains entitled to {{contributorPercent}}% of proceeds on it (or the pro-rata reduced amount, if that applies). Clauses 3 through 8 survive termination.

10. Governing law

This agreement is governed by the laws of {{governingLaw}}. Before either side takes a dispute anywhere else, they agree to try to work it out between themselves first.

11. Signing

Both parties sign this agreement electronically on UseMyTokens by typing their full name. The platform stores a SHA-256 hash of this exact text alongside each signature, so either party can later prove exactly what they signed.

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Not legal advice. UseMyTokens produced this document from a template. It is a starting point written to be read, not a substitute for a lawyer. Nobody here has reviewed it against your situation, your jurisdiction or your project. If real money, employment, an existing NDA or someone else's intellectual property is involved, get it looked at before you sign.