Term Sheet: Drop-Ship Truck Parts Store

SüRJ (Recherché Merchant Solutions, Inc.) and Reed Williamson · Draft dated October 27, 2026

Draft for discussion. Not a binding agreement. Final terms will be set in a signed agreement reviewed by counsel.

The parties

Builder	Recherché Merchant Solutions, Inc., doing business as SüRJ ("SüRJ")
Owner	Reed Williamson, or a new business entity he forms for the store ("Owner")
The Store	An online, 100% drop-ship store selling truck wheels, tires, lift kits and electrical parts, on a new domain separate from RAW Concepts

Design and build of the Store: year/make/model fitment search, saved vehicle, wheel and tire packages, product pages, cart and checkout
Catalog, photos and fitment loaded and kept current from ASAP Network
Distributor stock and cost sync (Meyer, Keystone and others Owner adds), with out-of-stock items hidden automatically
Automatic order placement with the distributor and tracking sent to the customer
Pricing rules set by Owner, including MAP compliance
Hosting, security, updates, monitoring and repairs for the length of the agreement
Payments through DropTheFee: dual pricing for cards (cash price and card price), plus ACH
A monthly gross profit report, generated from Store order data, that both parties can see at any time

Upfront cost	None. SüRJ builds the Store at no upfront cost to Owner.
Profit share	SüRJ receives 30% of the Store's monthly Gross Profit. Owner keeps 70%.
Gross Profit	Amounts customers paid for orders in the month, minus distributor cost of the parts, minus distributor shipping and freight charges, minus refunds and chargebacks, minus ACH processing costs, if any. With dual pricing, the card price covers card processing, so it is not deducted. Sales tax is excluded. Advertising, Owner's time and other overhead are not deducted.
Monthly minimum	Starting in month 4 after launch, SüRJ receives the greater of its 30% share or $148.
Payment	Monthly statement by the 5th; payment to SüRJ by ACH by the 15th for the prior month.
Third-party costs	Owner pays domain registration, distributor charges and any paid data subscriptions directly. SüRJ covers hosting and its own tools.

Term	24 months from launch, then month to month.
Ending early	Before month 12, Owner may end the agreement only through the buyout. After month 12, either party may end it with 60 days written notice.
Buyout	After month 12, Owner may buy the Store outright for 12 times SüRJ's average monthly share over the prior 6 months. On buyout, SüRJ transfers the Store's code and data to Owner and provides 30 days of handoff support.
If SüRJ ends it	SüRJ gives Owner a full export of products, customers and orders.

Owner owns	Brand, domain, customer list, order history and distributor accounts.
SüRJ owns	The Store's code and platform, licensed to Owner for the term, until a buyout.
Card data	Neither party stores card numbers. Payments are handled by the processor.

Owner completes the scoping questionnaire at reed.surj.app
SüRJ confirms distributor drop-ship and data access
Both parties agree on final terms; SüRJ prepares the agreement for counsel review and signature

SüRJ / Recherché Merchant Solutions, Inc.
Steve Wilson, President · Date

Owner
Reed Williamson · Date