Purpose of this document: This is not an advocacy piece for any single party. It is an honest, structured breakdown of what each party brings to the table, what the risks are, and what fair deal structures look like based on actual contribution — not framing, not emotion, not leverage plays. The goal is to help all parties reach an agreement that reflects reality and is durable enough to build on.
1 The Parties & What They Bring
CastNET Founder Technology & Operations
- Creator, architect, and sole developer of the entire CastNet livestreaming production system
- System design, software, hardware integration, field testing, failure recovery, deployment methodology
- $10,000+ personally invested in equipment, software, networking, and Starlinks
- Multiple working demo units deployed in the field today — not prototypes, operational nodes
- Ingest points tested and operational on all major operating systems (Windows, macOS, Linux/Raspberry Pi)
- Protocol-agnostic architecture: HDMI, USB, NDI, SRT, RTMP — any digital signal into a unified network
- Direct manufacturer relationships for cameras and hardware with bulk pricing quotes
- Hundreds of hours of R&D, field testing, and real-world iteration
- Redundant processing across multiple systems — not single point of failure
- Multiple Starlink connections provisioned and integrated
- Existing client relationships that predate this partnership discussion
Tom Brewbaker / Fishing Chaos Distribution & Brand
- Fishing Chaos brand — established name in competitive fishing with existing audience
- Tournament infrastructure and customer relationships
- ~$30,000 in reported costs (itemization needed for full clarity)
- Business development — client introductions and relationship management
- Helped retain and stabilize some of Brody's existing client relationships
- Tournament scoring and bracket technology (separate category from livestreaming)
- Industry network and credibility in the fishing vertical
- Potential distribution channel for scaling CastNet services to new clients
Mac Hoover Role To Be Defined
Mac's specific role, contribution, and stake in this partnership need clear definition. This document is intended to help Mac — and all parties — understand the full picture so fair terms can be established. If Mac is being asked to participate, the core questions are: in what capacity, with what contribution, and for what consideration? This should be answered explicitly before any equity or economics are discussed.
2 Value Contribution Analysis
There are three layers of value in this business. A fair deal must recognize all three without letting any one party quietly capture another's core contribution.
| Value Layer |
What It Includes |
Primary Contributor |
Status Today |
| Technology |
Streaming architecture, ingest software, node hardware, control systems, automation, overlays, monitoring, remote management, redundancy logic |
Brody — 100% |
Built & Deployed |
| Infrastructure |
Starlinks, cameras, encoders, networking gear, mini PCs, deployment kits, Raspberry Pi nodes, connectivity |
Brody — majority funded & configured |
Operational |
| Distribution |
Client relationships, brand, tournament network, sales pipeline, industry credibility, angler recruitment |
Shared — Tom/FC brings industry reach, Brody has existing clients |
In Progress |
Key Insight: The technology and infrastructure layers are built, tested, and deployed. They represent completed work with durable value. The distribution layer is the growth opportunity — it's where the partnership creates new value. A fair deal should invest in growing distribution without transferring ownership of the technology and infrastructure that make it all possible.
3 What CastNet Actually Is (Technical Reality)
This section exists because the technical scope of what has been built is often under-communicated. People hear "streaming" and think "a camera and OBS." That fundamentally misrepresents the scale and complexity of the system. Here is what CastNet actually is:
A Protocol-Agnostic Production Network
CastNet accepts any digital video signal — HDMI, USB, NDI, SRT, RTMP — from any source, on any operating system, routes it through a unified ingest layer, processes it with overlays and production logic, and distributes it to any output destination. This is not a single piece of software. It is a complete production pipeline from camera lens to viewer screen, including remote monitoring, control, and failure recovery.
What's Working Right Now
- Multiple deployed field nodes in anglers' boats — operational, not theoretical
- Ingest points running on Windows, macOS, and Linux (Raspberry Pi)
- Multiple Starlink satellite connections provisioned and integrated
- Redundant processing across multiple systems
- Remote monitoring and control dashboard
- OBS integration with automated scene management
- Overlay system for branding, sponsors, and data display
- Multi-angler simultaneous production capability
What's Ready to Scale Tomorrow
- Raspberry Pi node configurations — sub-$200 per boat for a connected production node
- Camera hardware sourced with direct manufacturer quotes for bulk pricing
- Deployment kits replicable to new anglers without redesign
- System architecture supports adding new nodes with zero core changes
- Processing layer handles additional streams without bottleneck
- Any new signal protocol can plug into the existing ingest layer
The Scalability Test: If 10 new anglers signed up tomorrow, could each party deliver their piece?
Brody: Yes. Ship a hardware kit, configure the node, connect to the network. The architecture already supports it. This has been tested with multiple configurations.
Tom/FC: Can they sign the anglers? Probably, with effort. But the technology delivery depends entirely on the CastNet system Brody built.
The technology is not the bottleneck. It is ready today. Any delay in scaling is a business development and sales question, not a technology question.
For context: Fishing Chaos's existing technology is tournament bracket/scoring servers — essentially a database and a scoreboard. CastNet is a live video production network with hardware deployment, multi-protocol ingest, satellite connectivity, remote control, and real-time monitoring. These are fundamentally different categories of technology. One shows scores. The other shows the actual fishing. Both have value, but they are not interchangeable and one does not replace the other.
4 Replaceability Analysis
This is the question that must be answered honestly: How hard is it to replace each party's contribution? This isn't about ego — it's about understanding where the leverage naturally sits so the deal can reflect reality.
| Contribution |
Difficulty |
Estimated Cost to Replace |
Time to Replace |
| CastNet technology + architecture |
Very Hard |
$150K-$300K+ in development costs, plus hardware R&D |
12-24 months (if you could find someone who knows both streaming systems AND fishing production environments) |
| Field-tested deployment knowledge |
Very Hard |
Cannot be purchased — requires real-world trial and error |
6-12 months minimum of field work and failure iteration |
| Deployed hardware + Starlinks + demo units |
Moderate |
$10K-$20K in equipment |
2-4 weeks to procure, months to configure and test to the same level |
| Manufacturer relationships + bulk pricing |
Moderate |
Time investment to establish new contacts |
1-3 months |
| Business development / sales capability |
Achievable |
$60-$100K/yr for an experienced BD hire |
Immediate hire, 3-6 months to build pipeline |
| Fishing Chaos brand name |
Moderate |
Build a competing brand or partner with another org |
6-12 months |
| Tournament client relationships |
Moderate |
Relationships follow demonstrated product value |
3-6 months of direct outreach with working product demos |
What This Means: The technology is the hardest and most expensive contribution to replace. Distribution and relationships are genuinely valuable but exist in a competitive market — there are other fishing organizations, other sales professionals, and other paths to market. There is currently only one working CastNet system, and one person who built it, operates it, and knows how to scale it. This should be reflected in the economics.
5 Investment & Cost Comparison
Brody's Investment
| Equipment & hardware (nodes, encoders, mini PCs) | $5,000+ |
| Software licenses & subscriptions | $2,000+ |
| Starlink hardware & service | $2,000+ |
| Networking, adapters, cables, testing gear | $1,000+ |
| Hard cost subtotal | $10,000+ |
|---|
| Time invested (hundreds of hours @ $50-$150/hr market rate for specialized streaming systems engineering) | $30,000 - $75,000+ equivalent |
| Total value contributed | $40,000 - $85,000+ |
|---|
Note: The time value is based on market rates for engineers who can do streaming infrastructure, hardware integration, field deployment, and production operations. This is a rare skillset. The lower end ($50/hr) is conservative.
Tom / Fishing Chaos Investment
| Reported costs | ~$30,000 |
| Detailed breakdown | Not Yet Itemized |
| Time invested (calls, meetings, client management) | Meaningful but not quantified |
| Total value contributed | $30,000 + time |
|---|
The $30K needs line-item transparency for fair evaluation. Equipment (retains value and can be liquidated) is different from operational costs (spent and gone). Both are legitimate investments but carry different weight when calculating ownership stakes.
Note on "sweat equity": Both parties have invested significant time. The outputs of that time are different. Brody's time produced a working, deployed, scalable technology system — a compounding asset that grows more valuable with each new client. Tom's time produced business relationships and stabilized client situations — valuable, but requiring continuous renewal. Technology compounds. Relationships require maintenance. Both matter, but they appreciate differently over time.
6 Risk Each Party is Taking
Brody's Risks
- Giving away IP or broad rights before the business generates meaningful revenue
- Losing control of his own client pricing and relationships
- Knowledge transfer without finalized deal protection
- Cash flow gap — significant capital invested with no guaranteed return timeline
- Exclusivity clauses locking him out of other opportunities
- Being diluted out of economic benefit if new investors are brought in on unfavorable terms
- Reputation risk if the partnership underperforms and clients blame the technology
Tom / FC's Risks
- $30K invested with no guaranteed return
- Reputation staked on technology he doesn't directly control
- Dependency on Brody for technical delivery and daily operations
- If the partnership dissolves, existing customer commitments could be disrupted
- Brand damage if deployed systems underperform in high-visibility environments
- Market timing — if competitors emerge with similar solutions
- Brody could theoretically take the technology to a competitor
The Honest Truth: Both sides have real, legitimate risks. The question isn't "who's risking more" — it's "how do we structure the deal so both sides' risks are mitigated by clear obligations, defined terms, and fair economics?" A well-structured deal makes both parties feel secure, not trapped.
7 Three Fair Deal Structures
Below are three realistic structures, ranging from most independent to most integrated. None are "the answer" — they are starting frameworks for negotiation. The right choice depends on how deeply the parties want to integrate their businesses.
Recommended Starting Point
Scenario A: License + Revenue Share (Least Integration)
How it works: Brody retains 100% ownership of CastNet IP. The partnership entity gets a commercial license to use CastNet for fishing/tournament streaming. Everyone keeps what they built, and they share the revenue from working together.
| Term | Detail |
|---|
| IP Ownership | Brody retains full ownership of CastNet technology, code, architecture, and all derivatives. No transfer. |
| License Scope | Non-exclusive (or limited exclusive) commercial license for competitive fishing livestreaming — defined field of use only |
| Exclusivity (if any) | Time-limited (2-3 years max), milestone-gated (must hit agreed revenue targets), reverts to non-exclusive automatically if milestones missed |
| Cost Recovery | First $30K of net revenue goes to Tom/FC. Next $10K goes to Brody. Accelerated — off the top, before split. |
| Revenue Split (after payback) | 60% Brody / 40% Tom-FC — reflecting technology creation vs. distribution contribution |
| Brody Compensation | If working full-time on CastNet operations: monthly salary or guaranteed draw against revenue share |
| Governance | Major decisions (sublicensing, new partnerships, exclusivity changes, pricing) require mutual agreement |
| Exit | Either party can exit with 6-12 months written notice. License terminates on exit. Hardware ownership follows who paid for it. |
Why this is fair to everyone: Tom recovers his money first — that's generous and addresses his immediate concern. Brody keeps his IP — which he built entirely. The license creates clear boundaries. If it doesn't work out, both sides walk away with what they brought. Nobody is trapped.
Moderate Integration
Scenario B: NewCo with Protected Equity
How it works: Form a new entity. Both parties contribute defined assets. Equity reflects actual, measurable contribution. Governance protections prevent either side from being steamrolled.
| Term | Detail |
|---|
| Entity | New LLC formed jointly — clean start, not folded into Fishing Chaos |
| Brody's Contribution | Technology license to NewCo (NOT ownership transfer), operational expertise, deployed hardware, ongoing technical development |
| Tom/FC Contribution | $30K investment, Fishing Chaos brand license, client relationships, ongoing business development |
| Equity Split | Brody 60% / Tom-FC 30% / Reserve 10% (for actual future investors with defined terms — not pre-allocated to unnamed parties) |
| IP Ownership | CastNet IP stays with Brody permanently. NewCo gets a commercial license. If NewCo dissolves, license terminates and IP reverts fully to Brody. |
| Cost Recovery | Both parties' documented costs repaid from NewCo revenue before profit distribution begins |
| Governance | Board seats proportional to equity, BUT: IP decisions, dilution above 20%, sale of company, sublicensing, and business model changes require Brody's approval (supermajority or veto right) |
| Anti-Dilution | Neither party can be diluted below a defined floor (e.g., Brody no lower than 40%, Tom no lower than 20%) without explicit written consent |
| Vesting | All equity vests over 3-4 years with a 1-year cliff. Early departure = unvested equity returns to pool. |
Why this works: Shared upside with real protection. Brody's IP never leaves his hands. Equity reflects contribution honestly. Governance prevents either party from making unilateral moves. The reserve pool exists for real future investment, not phantom promises. Vesting keeps everyone committed.
Deepest Integration (Highest Risk, Highest Reward)
Scenario C: Full Partnership with Strong Safeguards
How it works: Deeper integration where technology is more tightly bound to the entity, but with significant compensating protections for the technology creator.
| Term | Detail |
|---|
| Equity Split | Brody 55% / Tom-FC 30% / Creator Pool 5% (performance-vested for anglers) / Investor Reserve 10% |
| IP Treatment | CastNet IP licensed to entity with automatic reversion rights. IP snaps back to Brody if: entity fails to meet milestones, Brody is terminated without cause, or entity is sold without his consent. |
| Salary | Brody receives market-rate CTO compensation ($8K-$12K/month) once revenue supports it, or a guaranteed minimum draw from day one |
| Royalty | 2-5% royalty on all revenue generated using CastNet technology, paid to Brody regardless of employment status — this survives departure |
| Continuity Protection for FC | If Brody exits: entity retains license for existing deployments only (maintenance mode). No new deployments. No code modifications. No sublicensing. 12-month transition period. |
| Source Code Escrow | Only triggered by Brody's death or total permanent incapacitation. NOT triggered by departure, termination, or disagreement. |
| Cost Recovery | All documented costs from both parties repaid first from revenue |
| Change of Control | If entity is acquired, Brody has right of first refusal on the IP license and can terminate the license if the acquisition is not approved by him |
Higher reward, higher risk: This structure only makes sense if the compensation (salary + royalty + equity) genuinely reflects the technology value being contributed. The royalty is the critical protection — it ensures Brody benefits from his creation even if the partnership dynamics change. Without it, this level of integration would be unfair to the technology creator.
8 Safeguards Every Party Needs
Regardless of which structure is chosen, these protections should be non-negotiable for a partnership that lasts:
Protections for Brody
- IP ownership retained — technology stays his unless explicitly transferred with clearly defined, substantial compensation
- Anti-dilution floor — equity cannot be diluted below a set minimum without written consent
- Reversion rights — if the company fails, stalls, or is sold, IP reverts cleanly to Brody
- Approval rights on major decisions — sublicensing, IP changes, new investors, sale of company all require his vote
- Revenue transparency — full audit rights on all income, expenses, and client billing
- Fair compensation — if working full-time, receives salary, not just equity promises
- Non-compete must be narrow — limited to the exact same clients served by the partnership, not the entire streaming industry
- Knowledge transfer boundaries — no obligation to document proprietary methods or train replacements until deal is fully signed
Protections for Tom / FC
- Cost recovery priority — documented costs repaid first from revenue, off the top
- Continuity protection — if Brody exits, existing deployed systems continue operating for a defined transition period
- Service level commitment — Brody commits to defined availability and response standards during the partnership
- Non-compete (narrow, mutual) — Brody won't take FC-sourced clients to a competing service during the partnership
- Adequate notice — 6-12 months notice before any party can exit, allowing transition planning
- Revenue transparency — visibility into technology costs and operational margins
- Brand protection — quality standards for anything carrying the Fishing Chaos name
- Regular reporting — agreed cadence of technical status updates and operational metrics
Protections for Mac (if participating)
- Clear, written definition of role and expected contribution before any equity is assigned
- Equity tied to actual, measurable deliverables — not just presence or title
- Same transparency, audit, and reporting rights as all other partners
- Clean exit rights if the partnership isn't working, with fair treatment of vested equity
- Anti-dilution protection matching other partners' terms
- Understanding of exactly what he's joining — technology ownership, revenue model, and governance structure
9 What Would Be Unfair
To keep this honest, here's what would be unfair to each party. If any of these appear in a final deal, it should be flagged and renegotiated.
Would Be Unfair to Brody
- 50/50 or minority equity when he created 100% of the technology and majority of the infrastructure
- Broad exclusive license with no time limits, no revenue milestones, and no reversion
- Source code escrow triggered by anything other than death or permanent incapacitation
- Working full-time without salary ("just for equity") while others have guaranteed income
- Non-compete that prevents him from using his own technology in other markets
- IP ownership transfer without massive, clearly defined, guaranteed compensation
- Having client pricing negotiated down without his involvement or approval
- "Step-in rights" that allow others to assume control of the entire system due to any disagreement
- Being positioned as both essential to the business AND easily replaceable — these cannot both be true
- Undefined "derivative works" language that could claim Brody's future innovations belong to the entity
Would Be Unfair to Tom / FC
- No cost recovery path — $30K in documented costs deserves a clear, prioritized repayment mechanism
- Zero continuity protection — existing customers shouldn't lose service overnight if the partnership dissolves
- No quality or reliability commitments for technology carrying the FC brand name
- Brody using FC-introduced clients to build a directly competing service
- Zero equity or revenue share for legitimate business development contribution
- No notice period — partnership ending with no transition time
Would Be Unfair to Everyone
- Vague terms that either side can reinterpret later when money is flowing
- Handshake agreements with no written documentation
- Reserved equity for investors who don't exist yet, with no defined investment terms
- Undefined roles, responsibilities, and performance expectations
- No exit mechanism — partners locked into a deal that isn't working with no way out
- Revenue splits decided before the actual revenue model is defined
- Decisions made in side conversations that aren't shared with all partners
10 Governing Principles for a Good Deal
1
Contribution-based, not leverage-based.
Equity and economics should reflect what each party actually built, invested, and will continue contributing — not who happens to have more negotiating leverage at this particular moment in time.
2
IP stays with the creator unless there is a very good, very well-compensated reason to transfer it.
This is standard practice in technology partnerships worldwide. Microsoft doesn't transfer Windows ownership to Dell because Dell sells computers. Qualcomm doesn't give chip designs to Samsung because Samsung manufactures phones. The technology creator licenses; the distributor distributes.
3
Costs should be recovered, not converted into permanent ownership claims.
$30K in costs deserves $30K back plus a reasonable return — not a permanent controlling stake in a technology platform. Similarly, $10K+ in equipment investment deserves recovery. Both sides get made whole before profits split.
4
Exclusivity is expensive and should be treated that way.
If one party wants exclusive access to the technology, they should provide guaranteed revenue minimums, milestone obligations, and clear automatic reversion if those targets aren't met. Exclusivity without obligations is a one-sided gift.
5
Everyone should be able to walk away with what they brought.
A good partnership is one where both sides stay because it's working and rewarding, not because they're contractually trapped. Clean exit terms actually make partnerships stronger because they remove resentment.
6
Write it down now, not "when we're bigger."
The time to define terms is when everyone is still friendly and motivated. Every business partnership that blows up does so because terms were left vague "until later." Later is always worse.
7
Transparency goes both ways.
If one party can see the other's costs, technology, and methods, the other should have equal visibility into revenue, client conversations, billing, and business development activities. Information asymmetry breeds distrust.
11 Recommended Next Steps
Step 1: Get the Facts on Paper (This Week)
- Cost itemization from all parties. Tom provides a line-item breakdown of the $30K. Brody provides a line-item breakdown of the $10K+. This is not adversarial — it's basic due diligence that any business partnership requires.
- Role definition. Each party writes a clear paragraph describing what they will contribute going forward — not what they've done, but what they will do and are committing to do.
- Agree on structure type. License deal, NewCo, or integrated partnership? Pick a direction before negotiating specific numbers.
Step 2: Draft Term Sheet (Within 2 Weeks)
- Define the revenue model. How does this business make money? Per-angler subscription? Per-event fee? Monthly retainer? Technology licensing? Hardware sales? The split is meaningless until you know what you're splitting.
- Draft key terms. IP ownership, equity split, cost recovery, governance, exit provisions, exclusivity scope, compensation structure.
- Define milestones. What does success look like at 6 months? 12 months? What happens if milestones aren't met?
Step 3: Formalize (Within 30 Days)
- Independent legal review. Each party should have their own attorney review the final terms. This protects everyone. A $500-$1,000 legal review can prevent a $500,000 mistake.
- Sign the agreement. Written, signed, dated. No handshakes. No "we'll figure it out later."
- Set up transparent reporting. Shared dashboard or regular meetings for revenue, costs, client status, and operational metrics.
The goal is not to "win" the negotiation. The goal is to build a structure where every party is motivated to do their best work because they know their contribution is protected, fairly valued, and properly compensated. That's how partnerships survive their first disagreement — and that's how businesses actually grow.