Source: founding team meeting notes. Unresolved — needs careful legal/ethical review before any customer outreach that touches VTNZ. Carried here rather than in decisions/log.md because nothing has actually been decided or actioned yet — see that file’s own note that it’s a log of decisions made, not open items.

The conflict

Clarified: Josh is Benchmarq’s implementation lead/owner. Kelvin Hylton — the LMS/domain-expert co-founder — is currently employed by VTNZ. The conflict sits with Kelvin’s employment, not Josh’s: the QMS prototype that informed this work was developed in the context of that employment, and VTNZ is also named elsewhere in the notes as a potential sales or partnership target. That sharpens the conflict, since the same person (Kelvin) would be simultaneously a VTNZ employee and a commercial beneficiary of a product that could sell to, compete with, or be perceived as using VTNZ-derived knowledge against VTNZ.

Proposed framing (not yet actioned)

Structure the arrangement so Josh, as an independent developer/owner, engages Kelvin as a paid SME consultant — separating Kelvin’s employment (at VTNZ) from IP creation (the QMS product). This is close to what the meeting proposed, just with roles correctly assigned.

Explicit caveat from the meeting

“This needs to be thought through carefully before approaching other customers.” No legal advice has been sought. This is a real, named risk — not a hypothetical — and should block outbound sales activity involving VTNZ or VTNZ-adjacent contacts, and likely also shapes how much of Kelvin’s VTNZ-derived operational knowledge can safely inform product requirements, until resolved.

Action item

Consider how to structure the consulting arrangement to manage the potential conflict of interest with VTNZ (carried over from the meeting, unresolved).