IN THIS GUIDE · The planned enterprise uses a long-term software platform contract
Start with the E-2 eligibility and application overview
Read the term and termination clauses first
Find the initial term, the renewal mechanism, and who may terminate for convenience and on what notice. Note suspension rights for late payment, price escalation, and whether the licence survives a change of control of your company. These terms decide whether a payment is genuinely committed or can be unwound, and whether the enterprise can keep operating if the vendor exits. Have counsel read the actual wording. Mark every refund trigger, termination election and cure period on the payment map. A reviewer needs to know whether the investor can simply recover the money, whether a vendor controls the result, and what commercial loss remains if the plan changes.
Confirm what access and data you actually hold
A licence is not ownership. Write down what the enterprise may do with the software, what customer and operational data it can export, in what format, and how quickly after termination. Ask about interface access for integrations, service commitments, security obligations, and any assistance during transition to another vendor. Connect these rights to how the enterprise actually serves customers and can continue delivering its services. Decide before launch who owns customer records, source materials and credentials needed to move systems. That decision affects continuity of operations and the credibility of projections; it is not resolved by calling an account administrator an owner of the platform.
Check the whole system stack, not just the platform
The platform is one part of an operating enterprise. List the other systems the business needs to serve customers: payment processing, hosting, telephony, accounting, insurance, and any licence or permit for the activity in the state where it operates. Note which are contracted, which are quoted, and which are still assumptions. Credible prelaunch commitments can matter; a first sale is not universally required before filing. Sequence missing commercial commitments by their effect on the opening date and budget. A useful file distinguishes executed contracts from estimates and explains what happens if a required provider declines service, rather than treating every vendor name as an operating asset.
Tie the spending to the investment analysis
Capital must be substantial relative to the total cost of the enterprise, genuinely committed, and at risk. Whether a prepaid subscription, an implementation payment, or an escrowed deposit qualifies depends on the contract's refund, escrow and revocation terms, which need fact-specific review. Separately, describe how the business will move beyond minimal living for the family, through capacity to grow or a significant economic contribution. Test the forecast against the contract’s real cost, renewal date and replacement expense. The decision is whether the proposal can support the enterprise beyond the investor’s and family’s needs or demonstrate a meaningful economic contribution without assuming revenue the records do not support.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.