A retainer offer with 30% of the fee tied to student completion I don't control

An operator with about 400 people in his paid community wants me to build and run the onboarding curriculum for new members. Terms as sent: $2,500 a month for 12 months, six modules plus a weekly live intake call, he owns the recordings outright, and 30% of each month's fee is held back if 60 day completion falls under 60%.

The part I keep rereading is that his sales page promises pretty aggressive stuff and the people who buy off that page are the same people I'd be measured on. He picks them. I get scored on them. He also wants a 25 mile non-compete on any education product for 18 months after we're done, which covers the market I actually live in.

My math on the work: 90 to 110 hours to build, then maybe 20 hours a month to run. So year one is roughly $30,000 for around 340 hours if the holdback never triggers, and $25,500 if it triggers every month. Call it $75 to $88 an hour, and I hand over the asset at the end.

What I can't decide is whether to counter on the holdback, the ownership, or the non-compete. Push on all three and I think he walks. Which one costs me the most if I let it stand?

Answer

4gregpowell66AG4BPRO8

Take the holdback out first, or redefine what it measures.

On a job site I don't accept a completion penalty on work I didn't scope and materials I didn't pick. Same shape here. His page sets expectations, his sales process picks buyers, and 60 day completion for a cohort sold on big promises is mostly a function of who walked in the door. You can be excellent and still land at 45%.

If you want to keep a performance element because it makes him comfortable, tie it to something inside your control. Call attendance for people who booked, response time on your feedback, modules delivered on schedule. Those you can hit every month. Completion you can only influence.

Ownership I'd let go. He's paying for it, and honestly a curriculum built for his audience and his promises isn't the thing you'd sell to yours anyway. The non-compete is the one I'd narrow rather than kill, because 25 miles for 18 months in your own market is where you eat. Try narrowing it to his named product and audience instead of the whole category, and see whether he cares more about the words or the map.

Counter on two, concede one, and you look like someone who has done this before rather than someone negotiating for sport.

3 replies

2stephen_ok9CO2CPRO6

Your hourly is fine and irrelevant. The build hours are front-loaded, so if he cancels at month four you've done 110 hours of build for $10,000 and he keeps the recordings. Ask for a build fee separate from the monthly, payable on delivery, and the rest of the terms get much less scary.

1mikeoconnell7SP2APRO6

girder has the order right but I'd flip which one you concede. That curriculum is your proof of work. If he owns the recordings and you're barred from teaching nearby, you finish 12 months with a bank deposit and nothing to show anyone. Ask to keep a non-exclusive right to use your own materials with your own clients.