Deed Analysis - YBMT CFO Services Deed

AI Legal Advisory - Full Deed Analysis Complete

I have now read every word of all 13 clauses, 4 Schedules and Schedule A of the YBMT Fixed Term CFO Services Deed. Here is my complete, honest assessment from Carla's perspective.

Overall Verdict

_{Carla Oliver's perspective}

7.2out of 10

Good deed, not perfect, fixable before signing

This is a genuinely well-structured AI-drafted deed. The performance-only pay model, the $250K cap, your working arrangements, the dual-signature controls, and the KPI framework are all correctly captured. However there are 6 specific issues that must be addressed before Carla signs.

Correctly Captured

14 items

Your model is already in this deed

Needs Completion

6 items

Blanks that must be filled before signing

Negotiate / Fix

3 clauses

Material risks to Carla in current form

What the Deed Gets Right - For Carla

Performance-only pay model - correctly draftedClause 7 is clear: "The fee is not a guaranteed salary, retainer or minimum payment." This is exactly your model.
$250,000 annual cap - fair and well-structured40% revenue tranche ($100K) + 60% net profit tranche ($150K). Logical weighting for a CFO role.
Working from Sippy Downs already in the deedClause 4: "Services may be delivered from the Contractor's own offices." Your address is already validated.
On-site executive presence already includedClause 4 and Schedule 1 clause 9 both explicitly require on-site attendance. Already covered.
Dual sign-off authority — significant protection for CarlaClause 6: Joint sign-off on payroll AND supplier runs. Protects you from being blamed for unauthorised payments.
Wall of Truth — inherited jobs included in KPIsCritical: your KPIs include the existing job portfolio. You get credit (and risk) for sorting out what's already in flight.
34% blended GPM — gateway not a KPISmart structure: GPM is a payment gateway condition, not a separate paid metric. Keeps the fee structure clean.
Quarterly measurement with annual true-upYou get interim payments quarterly — you don't have to wait 12 months to see any money.
Pro-rata bonus on terminationClause 10: If YBMT terminates, your earned fees are assessed and paid pro-rata to the termination date. Fair.
15% holdback — golden handcuffs — actually protects you tooClause 7: YBMT holds back 15%. Released at year end if deed is on foot. If YBMT exits for convenience — holdback is released to you pro-rata.
Pre-existing IP retained by CosaiClause 9: Your background IP stays yours. Sinbau gets a licence to use tools embedded in deliverables. Fair.
Dispute resolution — mediation firstClause 12: Good faith meeting within 5 days, then mediation. Avoids expensive litigation first.
Restraint is reasonable — 12 months onlyClause 9: Non-solicit of staff and clients for 12 months only. No geographic or sector-wide trading ban. Acceptable.
Insurance requirements are explicitClause 11: $5M PI, $20M public liability. Confirm your CPA Australia cover meets this minimum.

What Needs Fixing — Before Carla Signs

🔴 Termination notice — 30 days is too short for CarlaClause 10: YBMT can exit for convenience on just 30 days notice. For a 3-year full-time deed, this is unacceptable. Push for 90 days minimum.
🔴 No minimum floor — you could earn $0 in a bad yearClause 7 explicitly says no minimum payment. If YBMT has a terrible year through NO fault of yours, you get nothing for 12 months' full-time work. A floor is essential.
🔴 Schedule 4 is entirely blank — deed cannot be signedEffective date, Sinbau registered office, Cosai ACN, Cosai registered office, governing law, notice details — ALL blank. Must be completed.
🟡 Schedule 2 baselines are blank — no targets yetThe KPI framework is well-designed but revenue baseline, net profit baseline and annual targets are all "[insert]". These must be agreed with real numbers from YBMT's accounts before signing.
🟡 Schedule A — Wall of Truth is blankThe entire inherited job register is empty. Without it, your KPI baseline is undefined and you take on unknown liability for jobs you can't yet see. This must be completed before you sign.
🟡 Liability cap — not explicitly statedClause 11 indemnity runs broadly. There is no cap on Cosai's total liability under the deed. Best practice is to cap at 12 months' earned fees. Request this be added.
🟡 Sinbau's PI obligation — one-sidedClause 11 requires Cosai to hold $5M PI but places no insurance requirement on Sinbau. Request mutual insurance obligations or at minimum confirm Sinbau holds adequate cover.
🟡 KPI dispute process — not detailed enoughClause 7 says Sinbau "reviews in good faith" but doesn't define a deadline for raising disputes or a deemed-approved mechanism if Sinbau doesn't respond. This could stall your payments indefinitely.

The Commercial Terms — What the Deed Actually Says in Plain English

This is the core of the deal. The deed structures your pay as a performance pool, not a salary. Here is every commercial term explained.

How You Get Paid — Plain English

Maximum You Can Earn

$250,000

Per year + GST — absolute cap, cannot be exceeded

Revenue Tranche (40%)

$100,000

Earned on hitting revenue targets

Net Profit Tranche (60%)

$150,000

Earned on hitting net profit targets

Commercial Term	What the Deed Says	Plain English	Verdict
Fee type	KPI-conditional services fee pool	You earn nothing just by showing up — you only get paid when YBMT hits targets	Your model
Annual cap	AUD $250,000 + GST per Contract Year	Best case scenario every year is $250K. You cannot earn more, even if YBMT smashes targets.	Review cap
Revenue tranche	40% of cap = $100K, measured against annual approved target	Hit 100%+ of revenue target = $100K. Below 90% = $0. Between 90–99.99% = $50K–$75K.	Fair
Net profit tranche	60% of cap = $150K, measured against annual approved target	Hit 100%+ of net profit target = $150K. Below 85% = $0. Between 85–99.99% = $75K–$112.5K.	Fair
GPM gateway	34% blended GPM must be maintained across all Active Jobs	Even if revenue and profit targets are hit, if the gross margin falls below 34%, Sinbau can defer payment. This is a quality gate, not a pay metric.	Watchlist
Measurement timing	Quarterly YTD + annual true-up within 20 business days	You get paid 4 times a year based on year-to-date performance, then a final reconciliation after year-end accounts are done.	Good
Payment timing	14 days after certification	Once Sinbau certifies your KPI achievement, they have 14 days to pay. No late payment interest specified — request this be added.	Add interest
Holdback	15% of each payment held, released at year end	For every $10 earned, YBMT holds back $1.50. You get it at year end if no material breach. If they exit for convenience — you get it pro-rata.	Fair
Minimum floor	None — explicitly excluded	In a year where YBMT performs poorly, you earn NOTHING. This is the biggest commercial risk to you.	Negotiate
GST	All fees + GST where applicable	You charge GST on top of your earned fees. Make sure Cosai Construction is GST registered.	OK

Revenue Achievement Table — What You Earn at Each Level

Revenue vs Target	Revenue Tranche Earned	Dollar Amount	Comment
Below 90%	0%	$0	No revenue milestone payment earned
90% – 94.99%	50%	$50,000	Partial achievement threshold
95% – 99.99%	75%	$75,000	Strong but below target
100% or more	100%	$100,000	Full revenue milestone earned

Net Profit vs Target	Net Profit Tranche Earned	Dollar Amount	Comment
Below 85%	0%	$0	No net profit milestone payment earned
85% – 89.99%	50%	$75,000	Minimum profitability threshold
90% – 99.99%	75%	$112,500	Material profit improvement
100% or more	100%	$150,000	Full net profit milestone earned

Complete Clause-by-Clause Analysis

Every operative provision reviewed from Carla's perspective. Green = good for you. Amber = watch. Red = negotiate.

Clause 1 — Definitions

✅ Good — Definitions are precise and protect you

"Net Profit" is calculated before payment of your fees and after normal accounting treatment. Critically, the "Wall of Truth" is defined as a fixed register — YBMT can't quietly add more inherited problem jobs to your KPI scope after signing. "Revenue" includes Wall of Truth — you get credit for revenue from inherited jobs too.

Verdict: Well drafted. No changes needed.

Clause 2 — Nature of Engagement

✅ Good — Contractor status clearly confirmed

You are an independent contractor. No employment, no equity, no partnership. YBMT is responsible for their own tax, payroll and workers comp — not yours for your own business. Your key person status is confirmed — Sinbau can't swap you out without written consent.

Verdict: Correct. Preserves your business structure.

Clause 3 — Term and Exclusivity

✅ Good — But read the exclusivity carefully

3-year fixed term. Full-time professional basis. You CAN operate your own business from your own offices. You CANNOT take on external engagements that "materially conflict with or compete with" the YBMT services. This is reasonable — you just can't run another full-time CFO role simultaneously.

Verdict: Fair. The exclusivity is limited to conflicting work — not a blanket ban on your business.

Clause 4 — Scope of Services and Working Arrangements

✅ Good — Your working model is exactly as described here

Work from Sippy Downs ✓. Executive presence on-site when reasonably required ✓. The scope is comprehensive — 11 specific bullet points covering everything from budgets and cash flow to job costing, tax compliance and board reporting. This is a full CFO role as described.

Verdict: This is what you proposed. It's in the deed. Well done.

Clause 5 — Delegated CFO Authority

✅ Strong — Gives you real power to do your job

You get full access to all financial systems, authority to direct staff, authority to place payment holds on suspicious transactions, authority to lead commercial reviews. This is genuine CFO authority — not a figurehead role. Reserved matters (new debt, equity, acquisitions) correctly stay with the Board.

Verdict: Excellent. This clause protects you by giving you the authority you need to deliver the KPIs.

Clause 6 — Dual Signature Controls

✅ Very Good — Protects you from being set up

Every payroll run and every supplier payment requires BOTH Gerry and Carla to sign off. If Gerry tries to push through a dodgy payment without you, it's his breach — not yours. This is a critical governance protection. An unauthorised payment is deemed a material breach by YBMT if done without your sign-off.

Verdict: This clause significantly protects Carla from liability for financial irregularities she didn't approve.

Clause 7 — Fee Structure and Payment

🟡 Mostly Good — But two serious gaps

Good: Performance-only model, quarterly payments, 15% holdback with fair release conditions, targets must be set with genuine commercial assumptions, Wall of Truth explicitly included in measurement, pro-rata on early exit, undisputed amounts must be paid even during disputes.

Problem 1 — No minimum floor: In a catastrophic year for YBMT (market crash, major client failure, project disaster), you earn $0 despite working full time. This is unacceptable for a 3-year commitment. Request: "In any Contract Year where Carla Oliver has been available and performing services throughout the year, a minimum of $X is payable regardless of KPI achievement."

Problem 2 — No late payment interest: 14 days to pay after certification but no consequence for late payment. Request: add interest at RBA cash rate + 4% on overdue amounts.

Verdict: Negotiate a floor and late payment interest. Otherwise well structured.

Clause 8 — No Equity Rights

✅ Fine — Standard and expected

No equity, no profit share, no options. This is exactly as agreed — you are a paid CFO not a business partner. Clear and unambiguous.

Verdict: No issue. As expected.

Clause 9 — Confidentiality, IP, Restraint

🟡 Mostly Good — IP carve-out is there, restraint is reasonable

IP: Work product for YBMT goes to YBMT. Your background IP stays yours. Sinbau gets a licence to use your tools embedded in deliverables. This is fair and correctly drafted.

Restraint: 12 months post-term — non-solicit of staff and clients only. No trading ban, no sector ban, no geographic ban. This is well within what Australian courts enforce.

Minor gap: Confidentiality is one-way (you keep YBMT's secrets) but there is no explicit obligation on YBMT to keep your fee arrangements, methodologies and commercial terms confidential. Request a mutual confidentiality obligation.

Verdict: Good. Request mutual confidentiality. IP and restraint are fair.

Clause 10 — Termination

🔴 Biggest Problem in the Deed — Fix This Before Signing

The issue: Sinbau can terminate for convenience on just 30 days notice. You must give 60 days. For a 3-year full-time deed where you have no guaranteed income — 30 days is completely inadequate.

Scenario: You restructure YBMT's finances, clean up the Wall of Truth, implement all systems in Year 1, and then Gerry decides he doesn't need you anymore. He exits you on 30 days notice in Month 13. You've devoted full-time effort for over a year, earned potentially $250K in Year 1, and then get 30 days to find your next role.

What is fair: For a full-time 3-year deed — YBMT convenience termination should require minimum 90 days notice or 90 days fees in lieu — whichever is greater. This is industry standard for senior fixed-term executive service arrangements in Australia.

The good news: Pro-rata fee assessment on termination is fair and well-drafted. Holdback release on convenience termination is also fair. Just fix the notice period.

🔴 Non-negotiable. Push back on this. Change 30 days to 90 days minimum.

Clause 11 — GST, Tax, Insurance, Indemnity

✅ Mostly Good — One gap on liability cap

GST correctly handled. Tax obligations clearly on Cosai. Insurance requirements explicit ($5M PI, $20M public liability). The indemnity is mutual — Cosai indemnifies Sinbau for Cosai's fault; neither party can exclude fraud liability. Good.

Gap: No liability cap for Cosai. In theory, a professional indemnity claim against you under this deed is unlimited. Best practice is to cap total liability at 12 months' earned fees. Request this addition.

Verdict: Good structure. Add a liability cap of 12 months' earned fees for Cosai.

Clause 12 — Dispute Resolution

✅ Good — Mediation first, sensible process

Senior reps meet within 5 days. If unresolved — Resolution Institute mediation. Urgent injunctive relief still available. This is fair, cost-effective and industry standard. You can still protect confidential information or stop dissipation of funds urgently if needed.

Verdict: Well drafted. No changes needed.

Clause 13 — General Provisions

✅ Good — Standard and protective

Entire agreement clause (previous discussions don't count), variation must be in writing, Cosai can't assign without consent, electronic signing allowed. All standard and appropriate.

Verdict: Fine. No issues.

YBMT Performance Pay Calculator

Enter YBMT's baseline figures and annual targets to model exactly what Carla earns under the deed's Schedule 2 KPI framework. All figures are AUD excluding GST.

Enter the Numbers

YBMT Annual Revenue Target ($)

Actual Revenue Achieved ($)

YBMT Annual Net Profit Target ($)

Actual Net Profit Achieved ($)

Blended GPM Achieved (%)

Your Earnings Result

Enter figures on the left to calculate

Revenue achievement—

Revenue tranche earned—

Net profit achievement—

Net profit tranche earned—

GPM gateway status—

Gross fees earned—

Less: 15% holdback—

Paid during year—

Holdback released at year end—

TOTAL ANNUAL EARNINGS —

Plus GST (10%)—

Total invoice value inc. GST—

Key Risks to Carla — And How to Protect Against Each One

Specific to the YBMT deed as drafted. Risk rated High / Medium / Low from Carla's perspective.

High Risks

Risk	What Could Happen	Your Protection
30-day termination notice	Gerry exits you after Year 1 once you've done the hard work — 30 days to find new income with a non-solicitation clause running	Negotiate to 90 days minimum. Also ensure the holdback release and pro-rata fee are clearly payable on convenience exit — they are, under current clause 10.
Zero earnings in a bad year	Major client defaults, market downturn, or project disaster hits YBMT revenue and profit hard. You worked full time all year for nothing.	Negotiate a minimum floor — suggest $60,000–$80,000 p.a. minimum payable if you were available and performing throughout the year. Frame it as "business continuity" not "guaranteed salary."
Wall of Truth — unknown inherited problems	You sign without seeing the job register. You then discover the inherited jobs are in terrible shape — losses, disputes, bad margins — and your KPIs are unachievable before you've even started.	Do NOT sign until Schedule A is populated with every active job. Negotiate agreed written exclusions for known legacy loss-making jobs before the deed is executed.
YBMT sets unachievable KPI targets	Clause 7 requires targets to be set by agreement before each year starts. But if you can't agree, the deed doesn't say what happens.	Request a clause: "If the parties cannot agree on annual targets within 20 Business Days of the Contract Year start, the targets shall be set by an independent expert agreed by both parties or appointed by the Resolution Institute."

Medium Risks

Risk	What Could Happen	Your Protection
GPM gateway used to stall payments	Even if revenue and profit targets are smashed, Sinbau defers payment because GPM fell to 33.5% on one inherited job. Deferral could be indefinite.	The deed says deferral, not forfeiture. Request: "Deferral under the GPM gateway must be lifted within 60 days of remediation being verified or the deferred amount is deemed certified and payable."
Certification silence = indefinite delay	You submit your KPI statement. Sinbau doesn't respond within the 10-business-day review window. There is no deemed-approved mechanism.	Request: "If Sinbau fails to certify, certify a lesser amount, or raise a specific dispute within 15 Business Days of receiving a properly completed KPI statement, the full claimed amount is deemed certified and payable."
No liability cap	A financial advice claim is made against Cosai under the deed's broad indemnity. Without a cap, your total exposure is theoretically unlimited.	Request: "Cosai's total aggregate liability under or in connection with this deed is capped at 12 months of fees actually paid to Cosai in the 12 months preceding the event giving rise to the claim."
Insurance shortfall	The deed requires $5M PI. Check that your CPA Australia PI policy covers outsourced CFO services and construction-sector engagements specifically.	Call your PI insurer before signing. Confirm the policy covers this engagement type. Get it in writing.

Complete Pre-Signing Action List — In Priority Order

Everything that must happen before either party signs this deed. Items marked 🔴 are blockers — the deed cannot be properly executed without them.

🔴 Blockers — Cannot Sign Without These

1. Complete Schedule 4 — All 9 Items

Item 1: Effective Date — insert the actual date both parties sign
Item 2: Sinbau registered office — Gerry to provide YBMT's registered office address
Item 3: Cosai ACN — 699 078 852 ✅ (confirmed from ASIC certificate)
Item 4: Cosai registered office — Ground Floor, 1/30 Chancellor Village Boulevard, Sippy Downs QLD 4556 ✅
Item 5: Carla Oliver authority — confirm "Director and CEO" ✅
Item 6: Gerry McGuire authority — confirm "CEO / Director" (Gerry to verify)
Item 7: Governing law — insert "Queensland"
Item 8: Notice details Sinbau — Gerry's email and postal address
Item 9: Notice details Cosai — Carla's email at Sippy Downs address

2. Populate Schedule A — Wall of Truth Job Register

Every active inherited YBMT job must be listed with: Job name/code, Client, Contract value, Committed cost, Forecast GPM, Stage/status, WIP, Debtors and notes. This is your KPI baseline. You cannot sign without knowing what you are inheriting. Request YBMT's current job list and WIP report before execution.

3. Insert Year 1 Financial Baselines in Schedule 2

The KPI framework is correct but all the "[insert]" boxes in Schedule 2 are blank. You and Gerry must agree and insert: prior year revenue, prior year net profit, opening blended GPM, approved Year 1 revenue target, and approved Year 1 net profit target. These come from YBMT's most recent financial statements.

4. Negotiate 30-Day Notice → 90-Day Notice (Clause 10)

Change: "Sinbau may also terminate for convenience on ~~30 days~~ 90 days written notice." This is the single most important negotiating point for Carla's financial protection.

🟡 Important — Negotiate Before Signing

5. Add Minimum Earnings Floor (Clause 7)

Add: "Notwithstanding the KPI-conditional structure, if Cosai and the Key Person have been available and performing services throughout the full Contract Year, a minimum annual fee of AUD [suggest $60,000–$80,000] plus GST shall be payable, which shall form part of and not be in addition to the Annual Fee Cap." This protects you from a total wipeout in a bad year.

6. Add Deemed Certification Mechanism (Clause 7 / Schedule 2)

Add: "If Sinbau fails to certify, partially certify or raise a written specific dispute within 15 Business Days of receiving a complete KPI achievement statement, the full amount claimed in that statement shall be deemed certified and a valid tax invoice may be rendered for immediate payment."

7. Add Liability Cap (Clause 11)

Add: "Subject to clause 11 [fraud carve-out], Cosai's total aggregate liability under or in connection with this deed is capped at an amount equal to 12 months of fees actually paid to Cosai in the 12 months immediately preceding the event giving rise to the claim."

8. Add Late Payment Interest (Clause 7)

Add: "Any amount not paid within 14 days of certification accrues interest at the RBA cash rate plus 4% per annum, calculated daily from the due date until payment in full."

9. Add Mutual Confidentiality (Clause 9)

Add: "Sinbau must keep confidential the commercial terms of this deed, including fee structures, KPI targets and Cosai's methodologies, and must not disclose them to third parties without Cosai's written consent, except as required by law."

10. Confirm Your PI Insurance Covers This Engagement

Call your CPA Australia PI insurer. Confirm: (a) outsourced CFO services to a construction company are covered, (b) the $5M minimum per-claim limit is met, (c) the policy covers on-site executive attendance at construction sites. Get written confirmation before signing.

11. Confirm Cosai Construction is GST Registered

Cosai was registered today (15 June 2026). GST registration requires an ABN and an election to register. If Cosai isn't GST registered yet, you cannot charge GST on your invoices. Register with the ATO immediately if not already done.

12. Both Parties Sign With a Witness Present

As a deed, both Gerry and Carla must sign in front of a witness. The witness must be an adult who is not a party to the deed. A Justice of the Peace or solicitor is ideal for certainty. Electronic signing is permitted under clause 13 — but the witness requirement still applies.