An architect we brought on in February 2026 needed part of his fee structured as deferred compensation, because the equity raise was moving slow. The deal included a seventy five thousand dollar promissory note plus a match payment tied to future investor distributions.
I didn't sign it. Counsel had already flagged compounding payment language in an early redline, and when I ran my own economic analysis, the match payment on investor distributions was written to continue forever, even after the note itself was fully paid off. An open ended revenue share hiding inside what looked like a capped, one time deferred fee.
The point was protecting the business from an unbounded future obligation that was never actually proportional to a one time fee. Same review pass caught blank insurance limit sections, blank representations, deleted payment schedule language. All signs the contract wasn't safe to sign as drafted.
The contract sat unsigned for roughly eleven weeks while I worked the concern through counsel. In that same window the architect pulled a piece of scope out of his own contract that I ended up running myself. We filled the architect seat with someone else eventually, and the perpetual match payment is on record as the reason the original deal didn't move forward as drafted.
A deferred payment that never actually ends isn't a deferred payment, it's a permanent one wearing a disguise. Worth the eleven weeks it takes to see that clearly.
The original terms weren't written in bad faith. They were the kind of clause that reads fine until someone actually runs the math to the end of its own logic.