Agreements on Capstacker, explained plainly
Whether you're hiring a fractional operator or working as one, here's exactly what to expect from the agreements that govern your engagement — and why they're structured this way.
What Capstacker actually is
A platform, not a party to your deal.
Capstacker gives both sides shared infrastructure — standard contracts, milestone tracking, payment records — but the agreement itself is always directly between the client and the operator. Capstacker doesn't employ anyone, doesn't guarantee payment, and doesn't step in to resolve disputes. Think of it as the scaffolding. You're the ones building.
Two documents, one engagement
Every engagement runs on two layered documents:
Operator Agreement — The master contract. Covers IP ownership, confidentiality, legal obligations, and how either side can end the relationship.
Project Assignment (Exhibit A) — The specifics. Defines scope, milestones, compensation, and what "done" looks like. This is what you'll refer to day-to-day.
If there's ever a conflict between the two, the Project Assignment wins — but only for clauses it explicitly references and overrides. When in doubt, start there.
How work, payment, and ownership connect
These three things are intentionally linked. Ownership of work doesn't transfer until payment is made — and payment doesn't trigger until work is accepted. Here's the sequence:
1 Project Assignment is issued and accepted
Work only exists once both sides agree to a Project Assignment. No assignment, no obligation — for either party.
2 Work is delivered
The operator completes the agreed deliverable or hits a milestone defined in the assignment.
3 Client reviews (10-day default window)
The client has a review period to accept or reject. No response within the window counts as acceptance.
4 Invoice submitted → payment due in 15 days
Once accepted, the operator invoices. Payment applies to undisputed amounts and is due within 15 days by default.
5 Ownership transfers upon payment
Only after payment is confirmed does IP transfer to the client. No payment = no ownership. The operator retains the work until then.
Compensation structures
Capstacker supports a range of compensation types — all defined in the Project Assignment before work begins.
- Milestone-based
- Fixed / recurring
- Revenue share
- Equity (restricted stock or stock options)
- Hybrid combinations
Equity is real compensation, not symbolic. If equity is earned but not issued, the services are treated as unpaid — and IP does not transfer. Phantom equity arrangements don't hold up here.
For startups
What you own — and when
You get ownership of all work product delivered under an engagement, but it's conditional. IP transfers to you once two things are true: the work has been accepted, and payment has been made.
If you haven't paid — including equity that was earned but never issued — the work product legally remains with the operator. This is a deliberate protection, not a loophole.
You have 10 days to respond
When work is delivered, the default review window is 10 days unless your Project Assignment says otherwise. If you don't respond, the work is automatically accepted. Make sure your team knows to flag issues promptly — silence equals acceptance.
Operators are contractors, not employees
You don't withhold taxes, provide benefits, or direct how they work — only what they deliver and by when. They can work with other clients simultaneously unless your Project Assignment restricts it.
Ending an engagement
- Without cause: 15 days' notice by either side.
- For cause: Immediate, if a material breach isn't fixed within 3 days.
- After termination: Operators are paid for completed work under the agreed terms.
- Non-solicitation: Operators agree not to solicit your employees during the engagement and for 1 year after.
Pre-existing tools and frameworks
If an operator brings IP they already owned before your engagement, they keep ownership — but you get a perpetual, worldwide, royalty-free license to use it as part of the deliverable. The key word is disclosed. Undisclosed use may violate the agreement.
For operators
Your work is yours until you're paid
This is the most important thing to understand: you never give up ownership of your work until payment has been made. If a client doesn't pay — cash or equity — you retain the IP. The agreement is built to protect you from exactly that scenario.
Non-payment isn't just a legal dispute — it's a property protection. You don't lose what you built.
You're an independent contractor, in full
You control how your work gets done. You can take on other clients. You handle your own taxes. No one on the client side manages your day-to-day process — they specify outcomes, not methods.
Invoicing and payment timing
- Submit an invoice after work is accepted.
- Payment applies to undisputed amounts — disputes don't block payment on the rest.
- Default timeline: payment due within 15 days of invoice.
- If a client goes silent during review, work is auto-accepted after 10 days.
Equity must actually be issued
If your compensation includes equity and it's earned, the client must issue the shares or grant the options. An IOU or delayed promise doesn't count. If equity goes unissued, your services are treated as unpaid — and you retain the work.
Equity that's "earned" but perpetually delayed is specifically addressed in the agreement. Push for issuance on the schedule defined in your Project Assignment.
Confidentiality obligations
You agree to protect client information — product data, financials, strategy, even the existence of the engagement itself. This obligation continues after the engagement ends. Pre-existing IP you bring to the project stays yours, as long as it's disclosed upfront.
Common questions
What exactly is Capstacker's role?
Capstacker provides the standard contracts, platform tools, payments, and recordkeeping — but it is not a party to your agreement. It doesn't employ operators, guarantee payments, or adjudicate disputes. Agreements are always directly between the client and operator.
When does IP transfer to the client?
Only after payment is made and work is accepted. Both conditions need to be met. If either one hasn't happened, the operator retains legal ownership of the work product.
What happens if the client doesn't respond to a deliverable?
After the review period (10 days by default), silence counts as acceptance. The operator can then invoice and proceed.
Can operators work with multiple clients at once?
Yes. Operators are independent contractors and can take on other engagements unless your specific Project Assignment restricts exclusivity.
What if equity is promised but never issued?
The services are treated as unpaid, and IP does not transfer. The operator retains the work until actual issuance happens. This prevents phantom equity situations where compensation never materializes.
Can an operator use tools or frameworks they already built?
Yes, as long as they disclose it upfront. The operator keeps ownership, and the client gets a perpetual, worldwide, royalty-free license as part of the deliverable.
How does termination work?
Either side can end an engagement without cause with 15 days' notice. A material breach that isn't resolved within 3 days allows immediate termination. After any termination, operators are compensated for completed work per the agreed terms.
What law governs these agreements?
California law. Disputes are between the client and operator — Capstacker is not involved in resolving them.
Why this structure exists
Early-stage companies need access to experienced operators. Experienced operators need to know their work is protected. This system ties payment to outcomes, ownership to payment, and equity to actual issuance — so both sides can engage with real confidence, not just good intentions.
Capstacker is free until a deal closes. No platform fees, no subscriptions — you only pay when the engagement does.
Ready to structure your first outcome-based deal?
Still have questions? Here's where to start:
- Check your Project Assignment (Exhibit A) — it's the most specific document and takes precedence on the details that matter most to your situation.
- Review the relevant section above.
- Consult a legal or tax advisor for anything requiring professional judgment.
- Contact the Capstacker team for platform-related questions.