|We're a team of 2 building a SaaS service for a niche industry. The product/service is subscription-based SaaS -- we have hopes of charging $10k-$20k per year. (We've validated this price-range). We've not taken any funding from anyone, but both have savings to last for a while.|
We have been working with company X to develop our beta. So far, it has been very productive, but no money has exchanged hands and only NDA's have been signed. There was a handshake-level agreement that our product would be tailor made to their exact situation, and they'd be our first customer.
Now that we're closing in on an initial beta release, company X suggests out of the blue that, in order for us to keep working together, they'd want a piece of our company. (No specifics yet, but we're expecting the discussion to be 5-10 points). The equity would be vesting over a few years, and would have no 'privileges' like voting/etc (only value will be at exit). In exchange, they'd continue working with us to develop our core product, be our first paying customers, and also work as our sales team. And, in their, words, "align our interests".
The last part, helping us sell, is compelling to us because we don't have many connections in the industry, whereas the company is multifaceted and deals with many of our potential customers.
The crux of the matter is: if we do go through with such an arrangement, how do we structure such a contract? Company X has assured us that if they don't meet certain 'benchmarks', they'd return our shares. What would these benchmarks look like? For example, is it appropriate to ask that they help us sell to, say, X leads per year? agree to commit to purchase Y licenses per year directly? Help us launch ancillary services? Provide us with access to certain sensitive data?
And, in exchange, what do we offer them, besides developing the services to their needs?
Sorry for rambling on, but all of this is new to us and any insight is appreciated.