Confidential Term Sheet V1.4 Dual-Foot
Bea18llc × MachineSense / Opteev — November 8, 2026 — Game Changer: 2 Cavities Per Pair
Confidential — Non-Binding Except Confidentiality — V1.4 Dual-Foot — Do Not Distribute
Bea18llc × MachineSense — Dual-Foot GPS + Vitals Insole Platform
November 8, 2026 — Game changer: both feet have cavity — GPS in one foot, medical in other
One-Page Term Sheet V1.4
Dual-Foot GPS + Vitals Platform
This V1.4 term sheet adds explicit dual-cavity architecture: every insole (yellow adult, blue kids) molded with round cavity under arch, bottom side, gait-neutral, validated tooling. Each pair = 2 cavities = 2 slots. No need to cram GPS + medical into single 32mm disc Day 1. Ship GPS in one foot, medical in the other from day one. Same habit, future-proof hardware. Patient wears pair, caregiver gets location + vitals, both cavities bill separately.
Parties
Licensor A — Dual-Cavity Holder Owner
Bea18llc LLC — d/b/a One Step Above
Owner of patented holder cavity architecture — dual-cavity per pair — yellow $24.99 + blue $29.99 validated tooling round cavity under arch bottom side gait-neutral. landlord.bb@gmail.com / 631-275-3811
Licensor B — Vitals Board
Biplab Pal — Individually and on behalf of MachineSense Inc / Opteev Systems
BCG/IPG HR/RR, FallSense accel, HeatSense, EdgeSense AI, FDA playbook. Board that fits either left or right cavity — same disc 32mm interchangeable.
Background IP — What Each Side Owns
Bea18llc Background IP (retained)
- DUAL-CAVITY Holder Architecture — Game Changer: Every insole yellow adult + blue kids molded with round cavity under arch bottom side gait-neutral validated tooling. Cavity dims, tolerance stack, insertion method trade secret + patent family. Each pair = 2 cavities = 2 slots per paid pair.
- Slanted Toe: Issued US patent — reduces turf drag — cleats.
- Brand & Distribution: One Step Above™, Bea18 Inside ingredient mark, $99/yr Where R You, senior/VA pipeline.
MachineSense / Opteev Background IP (retained)
- Vitals Sensors: BCG/IPG HR/RR, FallSense, HeatSense, edge AI, power/battery — fits either Left or Right cavity same 32mm disc.
- Regulatory & AI: FDA pathway (510k/De Novo), gait variability, cardiac anomaly detection, cloud.
- Manufacturing Network: PCB fab India+US.
Future IP — NOT included — for transparency:
Interchangeable Stud System NOT yet filed. Broad provisional planned after funding. 90-day option to add post-filing. Slanted toe IS issued, holder DUAL-CAVITY IS existing validated Yellow/Blue tooling.
3. Proposed Combined Product — DUAL-CAVITY ARCHITECTURE — GAME CHANGER
V1.4 New — Both Feet Have CavityDual-Cavity Architecture — Game Changer
- •Every insole (yellow adult, blue kids) molded with round cavity under arch — bottom side, gait-neutral, validated tooling — no feel under foot — <18g per side.
- •Each pair = 2 cavities = 2 slots. Left foot can house Device #1, right foot Device #2 — no need to cram both sensors into single 32mm disc Day 1.
- •Path A FAST PILOT (30 days): Left foot Apple Find My GPS iTag (live, $99/yr Where R You monitoring) + Right foot MachineSense vitals board (BCG/IPG HR/RR, FallSense, HeatSense). Ships same day, proves compliance, bills two streams.
- •Path B COMBINED BOARD (60-90 days): Single board GPS + vitals fits either cavity — either foot interchangeable, spare cavity for battery expansion.
- •Dominance: Senior, athlete with cardiac history, workforce lone worker gets location + vitals on same person simultaneously — no wristband to remove, shoe habit solves compliance. Two royalties per pair possible (Bea18 Inside $2.50-$5 each side if both cavities used).
- •Comfort: Both round cavities under arch, bottom side — no feel under foot — <18g per side. Validated with yellow/blue in market.
Fields
1) Athletes medical — cardiac/heat/concussion gait 2) Senior wandering GPS+vitals+fall 3) Workforce/defense lone worker.
Co-Brand
“Bea18 Inside Dual — Vitals by MachineSense” — both logos bottom — ingredient model.
Gait Neutrality
Validated — round cavity under arch not forefoot — no biomechanics change.
License Grants — Cross-License — Left + Right Cavities Per Pair
Bea18llc → MachineSense
Non-exclusive, non-transferable license to holder cavity architecture, CAD, tolerances, insertion method, test data, for Medical & Athletic Vitals field only, to manufacture / have manufactured combined insole. Bea18 retains all rights outside field and right to license same holder to Nike, Wolverine, defense, etc. (field split). License covers left and right cavities per pair — either or both may be used for medical, GPS, or combined — royalty applies per cavity activation if both used.
MachineSense → Bea18llc
Non-exclusive, non-transferable license to vitals electronics, schematics (integration only), firmware IF spec, AI alert API, for Footwear field, to integrate into holder platform — board designed to fit either left or right cavity same 32mm disc. MachineSense retains standalone outside footwear.
Both sides retain background IP. No assignment. Each indemnifies for its BG IP. Dual-cavity clause: each pair has 2 cavities — activation of left only = 1 royalty, both = 2 royalties per pair — $2.50-$5 per activation.
Foreground IP — What You Build Together
Combined device designs including dual-cavity usage patterns (left GPS right vitals vs combined board either foot), joint test data on gait + thermal + power per foot, battery expansion using spare cavity, co-authored white papers, pilot results same-person location+vitals compliance — jointly owned 50/50. Either party may file joint patents with other party's written consent; costs shared 50/50. Either party may commercialize foreground IP in its field with accounting: 5% net sales attributable to joint claims for 3 years, capped at $50k/yr, then royalty-free in-field.
Compensation — How Bobby Gets Paid — Dual-Cavity = 2X Attach
Per Cavity Activation| Stream | Amount | When | Notes — Dual-Foot |
|---|---|---|---|
| A. Engineering Integration Fee | $25k one-time 30/60-DAY DEFERRAL OPTION | Due Net30 (or Net60 if requested) — Bea18 may defer to pilot invoice to accelerate prototypes. | Bea delivers holder CAD, tolerances, mold files, 20× yellow/blue dual-cavity samples for board fit — both feet validated. |
| B. Pilot — Cust Funded — Dual-Foot Fast Path | 50–100u @ cost + fee — can be 25–50 pairs dual-cavity = 50–100 cavities | Month 2–3 after CAD handshake — Day0-30 left GPS right vitals fastest | VA/senior/athletic funds pilot. Path A: Left GPS + Right vitals same person day one — no need cram both in 32mm. Validates gait+thermal+battery+compliance dominance. |
| C. Per-Unit Royalty — Bea18 Inside Dual — Per Cavity Activation | $2.50 – $5.00 / cavity — $5–$10 per pair if both used | Quarterly | Per cavity activation — if GPS in left + vitals in right = 2 royalties per pair possibility — $2.50-$5 per activation. Each foot has cavity <18g no feel. Intel Inside. Toe+holder stack $5 if slanted toe used. License covers left + right per pair. |
| D. Subscription Share | 30% of $99/yr | Monthly | When bundle via Bea network — $29.70/u/yr — same person location+vitals — no wristband compliance win. |
| E. Royalty Advance Option Day1 | $5k advance DUE DAY1 — back on feet | On NDA Day1 wire | Non-refundable credited against C+D. Medical field option 12mo. $5k moves us today $25k Net30 or Net60. |
Dual-Cavity Upside
100u pilot can be 50 pairs dual-cavity = 100 cavities activated = $350 royalty if 1 side, $700 if both sides
2 royalties per pair possibility de-risks $5k — fastest demo off-shelf iTag + board.
You stop selling foam
You sell permission to put a hole in each shoe — 2 holes per pair = 2X attach.
Day 1 money?
Yes — $5k royalty advance at signing back on feet. $25k Net30/60 PAL Consulting cash flow. Can defer $25k to pilot invoice to accelerate dual-foot prototypes.
6C. Where Does The Other 70% Go? — Explained For Both Sides
OLD MODEL — Where R You Resale (Ending)
You buy insole $15, sell $29.99, PickOShip ships
- •Customer pays $99/yr monitoring to Where R You — 70% = $69.30 stays with them for cell service, servers, alerts, SMS geo-fence.
- •You get 0% of monitoring unless you negotiate referral cut.
- •No cavity royalty — you have to restock foam, grind resale.
Why we are winding down PickOShip
Low margin, no royalty, no dual-cavity attach. New model is platform licensing, not foam resale.
NEW MODEL — Bea18 Inside Dual-Cavity Platform (Your $5k + $25k Deal)
Each pair = 2 slots that bill. Facility pays cost-plus — Bea does not pay OOP.
| Item | Who Pays / Keeps | To Bobby |
|---|---|---|
| Hardware — PAL shell ~$6 + iTag GPS ~$29 + MachineSense vitals board Facility pays say $250/pair pilot — covers everything | Facility pays cost-plus | Bea does not pay OOP — foam + electronics covered |
| BEABea18 Inside Royalty $2.50-$5.00 per cavity If only GPS: 1 cavity = $3.50 · If GPS left + vitals right = 2 royalties = $7.00 | Biplab / customer triggers activation | $5-$10 per pair if both cavities used → to Bobby |
| WHERE R YOUGPS Monitoring $99/yr — 30% / 70% split 30% $29.70 to Bea · 70% $69.30 to platform doing cell + alerts | Today: Where R You keeps 70% for GPS cloud · If migrated: MachineSense keeps 70% | 30% = $29.70/yr recurring to Bea |
| MACHINESENSEVitals Monitoring — separate fee ~$20-$40/mo TBD HR/RR, FallSense, HeatSense cloud — referral share to be defined in definitive license | MachineSense cloud — keeps vitals fee minus referral to Bea | Negotiate referral share (definitive license) |
Example Year 1 — 1,000 Users, Both Cavities Used — Bobby Math
After $5k credit, PAL still gets built, you keep restocking 0. Facility pays hardware cost-plus — you never pay OOP. Dual-cavity = 2× royalty per pair — Where R You never paid you that.
What Biplab Is Entitled To — Pays vs Keeps
BIPLAB PAYS
- • $5k Day 1 license to use dual-cavity for Medical field (received)
- • $25k Net30/60 integration — his license to medical field
- • $2.50-$5 per cavity every time his board goes into your cavity
- • $29.70/yr if GPS monitoring bundled via Where R You network
BIPLAB KEEPS
- • Manufacturing margin on his vitals board (PCB + assembly)
- • Vitals monitoring revenue $20-$40/mo per user (his cloud)
- • FDA pathway ownership, IP on vitals, fallback to non-exclusive if MG missed
- • Right to put combined board in either cavity — spare cavity for battery
Where the $99 70% never was yours — it goes to platform that does cell + alerts. Your new leverage is the 2× royalty per pair — Where R You old model never paid you that. Game changer: both feet have cavity.
Year 1 Economics — $5k Start + Dual-Foot Math — 50 Pairs = 100 Cavities
2 Cavities Per PairGame Changer MathUpfront — At Signing — Dual-Foot Rights Included
$5,000 Royalty Advance
- •Non-refundable, credited against future Bea18 Inside royalties Year1 — unlocks left + right cavities per pair.
- •Gets Bobby operational: yellow/blue dual-cavity CAD cleanup, both feet fit-check with Biplab board + iTag.
- •Due on NDA Day1 wire — Email “I agree” + W9 — no free prototypes rule.
Talk track: “$5k gets me back on my feet and moving on your board today. You get rights to both feet — 2 cavities per pair — GPS left vitals right same day.”
Deferred — Flexible 30/60 Option — PAL Consulting
$25,000 Integration Fee — Dual Validated
- •What it covers: dual-cavity holder CAD ±0.15mm both feet, mold delta round cavity, 20 samples each foot, 5 protos per foot left GPS right vitals + combined board, gait video both feet, thermal.
- •Standard: Since PAL Consulting MD/WV cash flow $5k Day1 + $25k Net30, or Net60 at Bea18 discretion to show partnership flexibility not desperation.
- •Flex: Bea18 may defer $25k to pilot invoice to accelerate dual-foot prototypes — shows partnership flexibility.
Dual-Foot Path: Day 0 $5k Both Feet Rights → Day 30 Left GPS Right Vitals Split → Day 60 Combined Board
GAME CHANGER: BOTH FEET HAVE CAVITYDay 0 — At Signing — Dual Rights
Bea Gets: $5,000 — Back On Feet — Both Cavities
- • NDA + $5k wire operational both feet
- • Bea delivers: STEP CAD yellow/blue both feet cavities round cavity bottom side
- • Biplab: board outline that fits either foot same 32mm disc
- • Outcome: $5k now + momentum — rights to left + right per pair
Day 30 — Fast Pilot — GPS Left Vitals Right — Game Changer Split
Bea Gets: $15k or Defer — No Cram Needed
- • Left cavity Apple iTag GPS $99/yr live + Right cavity MachineSense vitals board
- • No need to cram GPS + medical in one 32mm disc Day 1 — we have two feet
- • Comfort: both round cavities under arch bottom side <18g per side no feel
- • Shows compliance win: same person location+vitals no wristband
Day 60 — Pilot 100u = 50 Pairs Dual = 100 Cavities + Combined Board
Bea Gets: $10k + Royalty $350 Single $700 Dual
- • 100 units can be 50 pairs dual-cavity = 100 cavities activated
- • Royalty: 100 cavities × $3.5 = $350 single side — dual attach = $700
- • Plus $29.70/yr monitoring share starts + foam cost
- • Day 60+ single combined board fits either cavity — spare cavity battery expansion
Year 1 Math — 1k Users + Dual-Cavity Upside — $58k-$63k Single / $61k-$70k Dual
| Line — Dual-Foot Explained | Amount to Bobby |
|---|---|
| Royalty Advance Day0 credited — both feet rights — back on feet immediate | $5,000 Day1 |
| Integration Fee Net30/60 PAL Consulting MD/WV cash flow — dual-cavity validated | $25,000 Net30/60 |
| Per-unit single-side 1k × $3.5 = 1k cavities activated | $3,500 (net $0 til 1,429 with credit) |
| Dual-cavity upside: if both feet used 1k users = 500 pairs = 1,000 cavities single side actually 2,000 cavities dual = $3.5k-$7k — 2 royalties per pair possible | $3,500-$7,000 |
| Monitoring share 1k × $29.70/yr Where R You $99 — same person GPS+vitals | $29,700/yr |
| Year1 Cash 1k users — Dual attach: 100u pilot = 50 pairs = 100 cavities = $350 single $700 dual — Comfort of both on same person game changer | $58.2k-$63.2k single / $61.7k-$70k dual |
$25k Pilot = X Formula — Dual-Foot
100u pilot can be 50 pairs dual-cavity = 100 cavities activated = $350 royalty if 1 side, $700 if both sides — Comfort of both on same person
Customer pays $25,000 (100 × $250)
→ 50 pairs = 100 cavities activated
→ Single-side royalty: 100 × $3.5 = $350
→ Dual-side royalty: 100 × $7 = $700 — 2 royalties/pair
→ + $600 foam @ $6 cost if you supply shells
→ + $2,970/yr monitoring Where R You
→ You net ~$25,950 single / $26,300 dual + recurring
After pilot every 500-unit reorder = 250 pairs = 500 cavities = $1,750 single $3,500 dual + $14,850 annual monitoring.
Positioning Line — Game Changer — Say This
“Game changer: both feet have cavity — GPS in one foot, medical in other — same person covered location + vitals, no compliance fight. No need to cram GPS + medical in one 32mm disc Day 1 — we have two feet. Put GPS in left, medical in right, prove compliance, then combine later. Comfort — both round cavities under arch bottom side <18g per side no feel under foot. That makes your pitch to PAL Consulting stronger. $5k now back on my feet $25k Net30 or Net60 shows partnership flexibility not desperation.”
No free prototypes rule: Yellow/blue existing dual-cavity tooling ok to show. New round-cavity mold + board integration both feet starts after $5k advance. Each foot has cavity — gait-neutral validated yellow + blue insole both molded.
Manufacturing — Dual-Cavity Spec Locked
Each party manufactures its background component. Combined assembly by mutual or 3rd-party (Where R You / existing insole factory). No obligation Bea to warehouse/pick/pack/battery compliance. Spec lock: dual-cavity each pair — round cavity under arch bottom side both feet validated Yellow/Blue — diam depth tol ±0.15mm thermal gap 0.8mm weight <18g added per foot. Comfort: both round cavities under arch bottom side no feel under foot — gait-neutral.
Exclusivity & Fields — 2 Slots Per Paid Pair = 2X Attach
Non-exclusive by field default. Bea18 retains right to license holder dual-cavity to cleat/work boot/defense/senior — each pair = 2 cavities = 2× attach. If MachineSense wants 12-month medical exclusivity: requires $5k advance + $25k MG (500u Y1). Failure = auto non-exclusive. License covers left + right cavities per pair either/both may be used for medical GPS or combined — royalty per cavity activation if both used. Field = Medical Vitals HR/HRV/fall/heat.
Term
3-year initial auto-renew 1yr 90d notice audit quarterly per cavity activation — injunctive relief preserved for IP breach — dual-cavity counts per activation.
Regulatory — Dual-Foot
Bea = wellness insole (no FDA) dual-cavity comfort claim no feel. MS responsible if vitals triggers device — even when GPS left vitals right same person — FDA per board. Bea cooperates ISO.
Branding Dual
“Bea18 Inside Dual® — One Step Above — Left GPS Right Medical” + “Vitals by MachineSense” co-brand both logos — Press joint approval — ingredient model — both feet story sells compliance.
Next Steps — After NDA — Dual-Foot Demo Path De-Risks $5k
Fastest Path: Left GPS Right Vitals Ship Same DayYour Talk Track — V1.4 Game Changer
“Game changer: both feet have cavity — GPS in one foot, medical in other — same person covered location + vitals, no compliance fight. No need to cram GPS + medical in one 32mm disc Day 1 — we have two feet. Put GPS in left, medical in right, prove compliance, then combine later. That is dominant — senior athlete with cardiac history workforce lone worker gets both on same person. Two royalties per pair possible — Bea18 Inside $2.50-$5 each side.”
Dominance pitch for licensing:
Nike Wolverine defense get 2 slots per paid pair — 2x attach — left and right cavities per pair either or both may be used for medical GPS combined royalty per cavity activation. Comfort both round cavities under arch bottom side no feel <18g per side.
Non-Binding & Confidentiality — V1.4 Dual-Foot
Except for Confidentiality (Mutual NDA dated November 8, 2026) and Exclusivity negotiation clause, this term sheet V1.4 Dual-Foot is non-binding for discussion only and does not create partnership JV or obligation to close. Game changer language about both feet having cavity and GPS in one foot medical in other same person covered location+vitals no compliance fight is part of proposed product definition §3. No public announcement without mutual written approval. Either party may terminate discussions. Background IP ownership unchanged — dual-cavity per pair rights explicitly licensed per §4. Governing law NY without conflicts rules. This document supersedes prior oral parts-supply discussions — parties confirm intent platform cross-license not contract manufacturing. License covers left and right cavities per pair either or both may be used for medical GPS or combined royalty per cavity activation if both used.
For Bea18llc LLC — Discussion Only — V1.4 Dual
Bobby R. Beasley — Founder — Dual-Cavity Holder Platform
Date: November 8, 2026 — Initials: ______ — 2 cavities per pair licensed
For MachineSense / Opteev — Discussion Only
Biplab Pal — On behalf of MachineSense Inc / Opteev Systems — Vitals Board Fits Either Foot
Date: ___________ — Initials: ______ — left GPS right vitals path
