Mutual NDA + data-room protocol
Discovery access, permitted use, retention, representatives and clean exit.
Phase 0 / pilot coreContract architecture
Family trust is not a substitute for transaction design.
CONTROL THESIS
Money does not create unstated governance rights. Every priority, guarantee, licence, capacity allocation, veto, step-in right and exit obligation is explicit, priced and time-bounded.
01
Document system
Twelve instruments, staged by actual exposure.
The early documents buy clarity. Asset finance, guarantees, collateral and project-company governance appear only when the business case and counterparties have earned that complexity.
Phase 0 fixed-fee SOW
Questions, inputs, deliverables, exclusions, acceptance and a hard spend ceiling.
Phase 0 / pilot coreMaster services agreement
Commercial baseline for implementation, operations, liability, IP and change control.
Phase 0 / pilot coreData processing + security schedules
Roles, subprocessors, residency, access, incidents, deletion and audit evidence.
Phase 0 / pilot coreSite / host / colocation agreement
Space, power, cooling, network, access, metering, insurance and removal rights.
Triggered by physical deploymentEquipment purchase or lease
Title, warranty, acceptance, maintenance, serials, liens and end-of-term treatment.
Triggered by physical deploymentEnergy EPC / O&M / supply instrument
Generation, storage, metering, curtailment, maintenance and tariff logic.
Triggered by physical deploymentCapacity / offtake / managed service
Reserved capacity, usage, service levels, minimums, priority and suspension.
Triggered by physical deploymentSoftware and skill licence
Reusable platform IP, client-specific artefacts, updates, portability and escrow questions.
Triggered by physical deploymentOperations, incident and exit schedule
Runbooks, approvals, recovery, step-in, transition support and data export.
Triggered by physical deploymentFinance and security documents
Only after underwriting: loan, lease, guarantees, collateral and covenants.
Expansion-only specialist reviewRelated-party / tax memorandum
Where relevant: arm's-length rationale, VAT, cross-border services and ownership.
Expansion-only specialist review02
Delegated authority
Observe broadly. Act narrowly. Bind never by accident.
The authority matrix is attached to identities, workflows and contracts. The same task may be permitted in shadow mode and prohibited in production.
| Action class | Agent | Workflow | Required evidence |
|---|---|---|---|
| Research, classify and draft | Permitted | Permitted | Versioned source and output receipt |
| Read approved operational systems | Conditional | Conditional | Named system owner + scoped credential |
| Change catalogue, price or inventory | No | Approval-gated | Commercial owner acceptance + rollback |
| Commit customer terms or service levels | No | No | Authorised human signature |
| Purchase equipment or software | Prepare only | No | Budget owner + procurement authority |
| Move money, borrow or grant security | No | No | Directors, bank and counsel as required |
| Execute reversible runbook action | Conditional | Conditional | Accepted runbook + logged outcome |
| Suspend unsafe automation | Permitted | Permitted | Incident receipt + human escalation |
03
Ownership ledger
Separate assets, data, capability and output.
“We built it together” is not an ownership regime. Every class receives an owner, licence, portability treatment and post-termination state.
| Object | Default owner | Required clarification | Evidence |
|---|---|---|---|
| Business data and customer relationships | Client organisation | Export and deletion rights remain explicit. | Contract version + asset / data record |
| Physical equipment purchased by client | Client organisation | Serials, warranties, liens and removal rights recorded. | Contract version + asset / data record |
| Client-specific accepted workflows | As stated in SOW | Licence or assignment is priced and named, never implied. | Contract version + asset / data record |
| Reusable runtime, methods and general skills | Starlight / operator | Client receives bounded use rights and portability artefacts. | Contract version + asset / data record |
| Agent outputs | Contract-defined by output class | Drafts, code, decisions and generated content may require different treatment. | Contract version + asset / data record |
| Operational evidence ledger | Client-controlled record with operator access | Retention and post-exit access are part of the exit schedule. | Contract version + asset / data record |
Electronic signatures and validation should use the parties' accepted qualified providers and jurisdiction-specific counsel. EU trust-service context: European Commission eIDAS policy.