Executive summary
You can pursue COTA on non-compete timing. The commercial package is drafted at v1.5.1 (local + Drive DOCX). Legal ops tooling is built. Your remaining work is practical: bind business insurance + COI, then a short counsel pass. Do not send the full MSA to COTA until those are ready.
Best way to get up to speed (fast path)
- 10 min — Listen to the Executive summary on this page (button above).
- 15 min — Read STATUS on disk: ~/gp-legal/STATUS.md
- 15 min — Open Drive package (folder link below). Skim Term Sheet first, then MSA cover table only.
- 20 min — Insurance: email broker (template below). Goal = bind GL + E&O, then COI PDF.
- 15 min — Counsel: email lawyer with intake packet; ask for 2–6 hour “OK to negotiate” memo.
- 15 min — Rehearse fair-exit line for Jason: Acceptance → make-good → no hostage data.
What to open first (priority order)
- This page (exec + open items)
- ~/gp-legal/STATUS.md
- Drive COTA folder
- ~/gp-legal/handoffs/2026-07-22-cota-counsel-intake.md
- ~/gp-legal/references/vendor-kit-checklist.md
- Full MSA only when you have 30 quiet minutes: local COTA_Master_Agreement_POC_SOW.md v1.5.1
Where we are
| Track | Status | Notes |
|---|---|---|
| Safety Vision non-compete | Done / GREEN | Limitation ended ~Nov 1, 2025 |
| Residual duties | Ongoing | No SV secrets; non-disparagement; don’t publish separation terms |
| COTA MSA package | v1.5.1 draft | Local MD + DOCX; Drive DOCX uploaded |
| Soft AI SLA (POC) | Applied | Commercially reasonable 24×7; no auto credits on SOW-01 |
| Entity address / title | Filled | 14327 Acorn Ridge Way, Cypress TX 77429; Managing Member |
| Business insurance + COI | HITL open | Bind GL + E&O; request COI |
| Ohio / public counsel | HITL open | 2–6 hr review; intake ready |
| HTML Pages old site | Removed | gp-cota-msa deleted |
| Send full MSA to COTA | Blocked | Until you open the gate |
What we accomplished
- Reviewed Safety Vision non-compete + separation: time-limited covenants expired; lifetime confidentiality remains.
- Built ~/gp-legal with 10 agent skills (review, draft, pre-send, hygiene, counsel brief).
- COTA commercial package: MSA+SOW, term sheet, cover letter, order form; trust-preserving refunds/abort.
- Legal gap scorecard + risk memo + counsel intake + Path E survivals + responsibilities one-pager.
- Post-restart: reinstalled skills; formation address; MSA v1.5.1 soft SLA + insurance language; Drive DOCX upload.
Your three open items — what to get & how to answer
1) Business insurance
Get: Policy for Ghost Protocol LLC — at minimum General Liability + Professional Liability (E&O). Ask broker about cyber, commercial auto, workers’ comp if employees.
How to answer broker:
- Legal name: Ghost Protocol LLC (Texas LLC, formed 05/15/2024, SOS 805553326)
- Address: 14327 Acorn Ridge Way, Cypress, TX 77429
- Work: edge AI / VMS software, integration, light on-site install — not construction contractor
- AI is decision support; customer owns dispatch/safety
- Possible public-agency / transit customer (COTA)
Watch for: policy in personal name only; homeowners only; E&O missing for software; expired dates.
2) COI (Certificate of Insurance)
Get: One-page PDF after policy is bound. Save to ~/gp-legal/vendor-kit/COI/.
How to request: “Issue COI for Ghost Protocol LLC; include GL + E&O; later reissue with COTA as certificate holder if they require.”
Check: Insured = LLC name; current dates; limits match form answers (copy from COI — never invent).
3) Counsel (short review)
Get: 2–6 hour “OK to negotiate” memo — not a full rewrite.
Send them: MSA v1.5.1, risk memo, counsel intake under ~/gp-legal/handoffs/, Drive folder.
Ask focus: Ohio public entity; AI support language; indemnity/liability; insurance clause; Path E if they force COTA paper.
How to answer counsel: Not sent to COTA yet; high-trust relationship; fixed $24,900 POC; soft AI plane on SOW-01; Managing Member signs.
Commercial / legal posture (trust-preserving)
- Offer COTA: clear Acceptance, make-good remediation, unearned pro-rata refunds, no data hostage, honest AI.
- GP responsible for: deliverables, security hard rules, support as promised, IP indemnity on GP software, insurance, clean unwind.
- Not GP: bus operations, dispatch, 100% AI accuracy, free human 24×7 without L5.
- Avoid: aggressive liquidated damages, personal guarantees, competitor trash-talk.
Links & paths
- Drive folder: COTA MSA Package
- Local MSA: /Users/deanbarrett/gp-firmware/proposals/cota/COTA_Master_Agreement_POC_SOW.md
- Status: /Users/deanbarrett/gp-legal/STATUS.md
- Counsel intake: /Users/deanbarrett/gp-legal/handoffs/2026-07-22-cota-counsel-intake.md
- Risk memo: /Users/deanbarrett/gp-legal/handoffs/2026-07-22-cota-msa-legal-risk-memo.md
- Vendor kit / insurance: /Users/deanbarrett/gp-legal/references/vendor-kit-checklist.md
- Continuity: /Users/deanbarrett/gp-legal/handoffs/2026-07-22-post-restart-continuity.md
Copy-paste templates
Broker email
Subject: Quote – Ghost Protocol LLC business insurance (tech + light on-site) Hi, I need work-related business insurance for Ghost Protocol LLC (Texas). Business: edge AI / video analytics software, VMS integration, occasional on-site install for transit/commercial customers (possible Ohio facility access). Please quote: 1) Commercial General Liability 2) Professional Liability / E&O (software & integration) 3) Guidance on cyber, commercial auto, workers’ comp if employees Also: common COI limits for public-agency vendor onboarding? Thanks, Dean Barrett — Managing Member d.barrett@ghostprotocol.us 14327 Acorn Ridge Way, Cypress, TX 77429
Counsel email
Subject: Limited review – GP LLC / COTA POC MSA (Ohio public agency) Hi, I'm Dean Barrett, Managing Member of Ghost Protocol LLC. Fixed-price POC (~$24,900) with Central Ohio Transit Authority. Draft not sent to COTA. Request: 2–6 hours, short “OK to negotiate” memo focusing on Ohio public-entity issues, AI support language, indemnity/liability, insurance clause, Path E if they force COTA paper. Docs: GP-COTA-MSA-SOW-2026-v1.5.1 + intake/risk memo (Drive / attach). Thanks, Dean — d.barrett@ghostprotocol.us
Full narrative (for listening / deep read)
Ghost Protocol legal and COTA commercial work is in a strong draft state. The Safety Vision non-compete and customer non-solicit ran for two years after November 1, 2023 and ended around November 1, 2025. You can pursue COTA on timing. Lifetime residual duties remain: do not use Safety Vision confidential information, do not disparage them, and do not publish separation agreement terms.
The COTA package is a Master Services Agreement plus SOW-01 Secure Entry at a binding fixed price of twenty-four thousand nine hundred dollars for a roughly thirty to forty-five day proof of concept. Support includes an AI agent plane with human tiers L0 through L3 included; L4 and L5 are optional. Version 1.5.1 softens AI plane metrics for the POC to commercially reasonable efforts without automatic service credits, which protects trust and avoids overpromising.
Ghost Protocol notice address from Texas formation documents is 14327 Acorn Ridge Way, Cypress, Texas 77429. Signatory title is Managing Member. Insurance language requires commercially reasonable general liability and professional liability with a certificate of insurance on request; dollar limits come from the real COI or COTA’s vendor schedule.
Legal ops live under the home directory gp-legal with agent skills for covenant review, opportunity gate, hygiene, contract draft and review, pre-send, and counsel brief. Google Drive holds the package folder; HTML public pages for the old MSA site were deleted.
Your remaining work: bind business insurance, obtain a COI, book a short Ohio or public contracts counsel review using the written intake. Until then, do not email the full MSA to COTA. You may still discuss partnership narrative and fair exit: clear Acceptance, make-good remediation, no hostage data.
Fastest path to be effective: listen to this summary, open STATUS.md, skim the term sheet on Drive, email broker and counsel the same day, keep Jason conversations on trust and scope while vendor kit completes.