Part A — Master Services Agreement

1. Purpose and structure

1.1 This MSA sets general terms for products, software, professional services, technical support, customer support, training, and related materials GP provides to COTA.

1.2 Work is authorized only by a signed Order Form, Statement of Work (SOW), or Change Order (each an “Order”). First Order: SOW-01 — Secure Entry (Part B).

1.3 Purchasing. COTA may issue a Purchase Order (“PO”) referencing this MSA and the applicable Order. PO terms that conflict with this MSA or Order are void unless both parties sign a Change Order adopting them. No verbal purchase is binding.

1.4 Public product docs describe capability; price, SLAs, acceptance, refunds, and duties are controlled only by this MSA + signed Orders.

2. Definitions

3. Services; standards; collaboration

3.1 GP will perform Services in a professional, workmanlike manner consistent with industry practice for edge AI / VMS integrations of similar scope.

3.2 Standards policy (contractual hard rules).

3.3 Out of scope without Change Order: extra buses beyond Order, CAD/AVL deep write-back, multi-depot expansion, continuous custom retrain ops, courtroom expert testimony, public-records drafting, full fleet NVR rip-and-replace, on-site emergency dispatch as a fire/medical agency, or guaranteed human engineer live voice within minutes outside L4/L5 purchased coverage (AI Agent plane remains available 24×7 per §5.0).

3.4 Integration for stability. SOW-01 coexists with COTA camera assets where VAPIX/RTSP access is provided. Day-one fleet rip-and-replace is out of scope.

3.5 Partnership / collaboration duties (both parties).

4. Fees, purchasing, payment acceptance, proof of documents

4.1 Fees. Stated on each Order (fixed, T&M, or hybrid). SOW-01 default: fixed USD $24,900 unless Order Form states otherwise.

4.2 Payment schedule (SOW-01 default).

4.3 Invoices. GP invoices to COTA bill-to on Order Form. Late undisputed amounts: lower of 1.5%/month or maximum lawful rate.

4.4 Title / license. Hardware title transfers to COTA upon full payment of hardware line items (or as public procurement requires). Software is licensed, not sold (§6).

4.5 Taxes. COTA pays applicable sales/use taxes unless valid exemption certificate is on file with GP.

4.6 Payment acceptance & proof of documents.

A payment is accepted when COTA’s payment is received in GP’s designated account and (if required by COTA procurement) matched to PO number.

Document package GP provides with invoices (as applicable):

Document package COTA provides:

4.7 Disputed invoices. COTA must notify GP in writing within fifteen (15) Business Days of invoice receipt with specific basis. Undisputed portion remains payable when due. Parties escalate via Representatives within ten (10) Business Days.

5. Technical support, customer support, and AI Agent Support Plane — tiers, channels, timeframes

5.0 AI Agent Support Plane (included — 24×7×365)

GP operates a multi-channel AI Agent Support Plane available twenty-four hours a day, seven days a week, including holidays, for the duration of each active Order (and for a commercially reasonable wind-down after Order end). This plane is included in SOW-01 and is not the same as human L5 Platinum coverage.

Purpose. First-line intake, triage, status, runbook guidance, ticket creation, and authenticated voice support so COTA operators are never “dark” outside Business Hours — while human engineers deliver depth under L0–L5 commitments.

5.0.1 Channels (device- and agent-broad)

GP’s agent company is multi-modal and multi-device: support is not limited to voice calls. Email, SMS/text, in-product alerts, and collaborative chat are first-class intake paths. Voice is one surface among several.

5.0.2 Voice authentication (Grok voice ID / enrolled identity)

• COTA enrolls named operators as Authenticated Callers (Exhibit E roster or written addendum: name, role, work email, optional mobile, voice enrollment per GP process).
• On inbound voice, the AI voice agent attempts voice biometric / voice-ID matching against enrolled Grok (or GP-equivalent) voice profiles and/or multi-factor fallback (one-time code to enrolled email/SMS, shared secret challenge, or Representative callback verification).
• Authenticated sessions may receive: account-linked status, open-ticket detail, runbook steps for in-scope surfaces, and escalation to human queue.
• Unauthenticated sessions receive only general guidance, ticket-open with callback number, and directions to enroll — no secrets, no remote-access actions, no PII dumps.
• Voice-ID is support authentication only — not COTA passenger biometric policy, not production facial ID, and not a substitute for COTA SSO for systems COTA owns.
• COTA may disable voice-ID for any user on written notice; GP will fall back to OTP / Representative verification within one (1) Business Day.

5.0.3 What AI Agents may / may not do

AI Agent outputs are decision-support (§11). Human engineers remain accountable for material configuration and Acceptance-affecting changes.

5.0.4 AI plane service levels (always-on)

Failure of AI plane alone is not a failed Acceptance under §B-6 if human L0/L1 paths remain available in Business Hours and GP restores AI plane within 4 hours of GP detection or COTA notice (best effort outside force majeure). Chronic AI plane failure (> 8 hours cumulative unplanned downtime in a rolling 30 days after notice) entitles COTA to a service credit of 2% of that month’s pro-rata support-bearing fees (SOW-01: treat as 2% of fixed fee / 30 per event day, cap 10% of Order fees) — sole remedy for AI plane SLA unless parties agree otherwise.

5.1 Support tracks (three planes)

5.2 Human support tiers (commitment timeframes)

Human engineer coverage sits on top of the always-on AI plane. L0–L3 are included in SOW-01. L4–L5 are optional paid upgrades.

Clarification. “AI Agents available 24×7” is included. “Human engineer answers the phone within minutes at 03:00” requires L5 (or L4 weekend windows) on a Change Order / production Order — unless a Sev-1 is already open and GP elects best-effort goodwill response.

5.3 Severity definitions and targets

Clock start (human SLA): When (a) COTA opens an issue on an agreed channel with severity, contact name, and minimum repro description, or (b) AI Agent escalates with that package, or (c) GP detects Sev-1 in hypercare monitoring.

Clock pause: Waiting on COTA access, credentials, bus/HIL availability, Authenticated Caller enrollment for privileged actions, or third-party Axis hardware failure outside GP supply.

5.4 Support intake and escalation

• Preferred first touch (any hour): AI voice (Authenticated Caller), SMS, email, in-product alert reply, or shared technical channel — AI Agent acknowledges and opens/updates ticket.
• Business Hours human path: Technical Support / Customer Support Representatives work the queue per L0–L3.
• Escalation: If not mitigated within two (2) human response targets, either Representative may escalate to Management Contacts on Exhibit E.
• Voice → human handoff: AI Agent may warm-transfer or schedule callback; L4/L5 may guarantee live human voice windows.
• Security incidents: Escalate immediately to GP Security contact + COTA Security contact; do not paste secrets into AI chat, SMS, or tickets. Use private handoff (S3).
• Channel down: If AI plane is impaired, COTA uses backup email on Exhibit E; human L0 clock still applies in Business Hours.

5.5 What support includes / excludes

Included in SOW-01: AI Agent Support Plane (§5.0); L0 + L1 + L2 + L3 human tiers; stability patches; config help; playbook rehearsal help; one Demo Day technical presence (remote or as logistics allow); docs hub access for deployed build; multi-channel alerts for enrolled contacts.

Excluded unless Change Order / L4–L5 Order line: continuous model retrain campaigns; multi-depot rollout; human 24×7 NOC / minute-level engineer on-call (distinct from AI plane); custom CAD write-back; unlimited on-site revisits beyond Order; legal/public-records work; guaranteed sub-hour human voice outside purchased coverage.

5.6 Overage rates (approved Change Order or written approval)

Travel expenses for out-of-scope on-site: pre-approved actuals or per diem on Change Order.

6. Responsibilities

6.1 Ghost Protocol responsibilities

6.2 COTA responsibilities

6.3 Shared partnership responsibilities

6.4 RACI (summary)

R=Responsible, A=Accountable, C=Consulted, I=Informed.

7. Change Orders — purchasing changes, timelines, forms

7.1 No informal amendments. Scope, price, schedule, support tier, or Acceptance Criteria change only via signed Change Order (Exhibit F) or fully replaced Order Form.

7.2 Who may request. Either party’s Representative may request a Change Order in writing (email sufficient to start the clock).

7.3 Timeline.

7.4 Forms. Preferred: Exhibit F Change Order form. Equivalent signed PDF/email counter-signed by both Authorized Signatories is valid if it states: Order reference, description, price delta, schedule delta, effect on Acceptance, effective date.

7.5 Purchase Orders. COTA PO amendments must still be accompanied by Change Order for scope/price/SLA changes. A PO alone does not amend Acceptance or AI standards.

7.6 Standby / demobilization. If COTA cannot provide access for five (5) consecutive Business Days after a confirmed window without GP fault, GP may invoice standby at $1,200/day (or demobilize and re-mobilize under Change Order).

8. Representatives and points of contact

8.1 Each party designates Representatives in Exhibit E (and Order Form). Categories:

8.2 Notices under this MSA are effective when delivered by email to the relevant Representative addresses on Exhibit E (and to Authorized Signatory for termination, liability claims, or IP claims). AI Agent chat or SMS alone is not formal legal notice under this §8.2.

8.3 Either party may update Representatives by email to the other party’s Commercial Representative; update is effective when acknowledged or after 3 Business Days. Authenticated Caller deprovisioning should be requested promptly (CO-13).

8.4 Default GP contacts (replace on Exhibit E at signature):

9. Confidentiality; public records; security engagement

9.1 Each party protects the other’s non-public information with reasonable care; use only to perform under this MSA.

9.2 COTA may disclose as required by Ohio public records law; COTA will give GP reasonable notice where lawful so GP may seek protective treatment of trade secrets.

9.3 Security working agreements: one channel; escalate security via GP routing; never paste secrets in chat; deliberate OTA windows.

9.4 Browser access is proxy-only.

10. Intellectual property; data

10.1 Pre-existing IP remains with its owner. GP retains firmware, Phantom Vision software, models (except third-party open weights), tools, playbooks, documentation.

10.2 Upon payment of applicable fees, COTA receives non-exclusive, non-transferable license for internal transit operations for the Order term.

10.3 COTA data remains COTA’s. After termination, GP returns or destroys GP-held COTA data within 30 days of written request (legal hold / backup purge cycle excepted).

10.4 Non-confidential feedback: perpetual royalty-free license to GP to improve products (no COTA video/PII without separate consent).

11. AI systems — performance nature

11.1 AI is probabilistic — not warranted 100% accurate in all conditions.

11.2 POC design intent: architecture + workflows + usefulness under agreed scenarios — not unsupervised life-safety certification.

11.3 Human-in-the-loop. COTA is solely responsible for operational decisions, dispatch, LE referrals, passenger safety. AI Output is decision support.

11.4 Failure to hit an arbitrary accuracy % is not alone material breach unless a written KPI Order defines protocol + threshold, provided GP delivers contracted functions and remediates under the support tier.

11.5 Models may be updated for stability during POC; material capability removals require COTA notice.

11.6 Third-party open weights / optional cloud paths: subject to their licenses; GP may substitute commercially reasonably.

12. Warranties; standards policies

12.1 GP warrants: (a) professional Services; (b) GP-supplied hardware free from material defects 90 days after delivery (or longer assignable OEM); (c) software substantially conforms to Acceptance Criteria for 30 days after Acceptance when used as documented.

12.2 EXCEPT AS STATED, GP DISCLAIMS MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI OUTPUT IS “AS IS” WITHIN §11.

12.3 Standards policy in §3.2 is contractual. Breach of S1–S4 by GP that creates a Sev-1 security exposure is material if not cured within 5 Business Days after notice (or sooner if actively exploited).

13. Refunds and credits policy

13.1 No general “satisfaction” refund. Refunds/credits only as this §13 and §14 (termination) provide.

13.2 Refund / credit matrix.

13.3 How to claim. Written notice to GP Commercial Representative with Order/PO #, amount, basis, and bank/remit instructions for refunds. GP confirms or disputes within 10 Business Days.

13.4 Earned vs unearned. “Earned” includes completed milestones, delivered hardware accepted or put into use, and professional days already performed. “Unearned” means prepaid amounts for Services not yet performed.

14. Term; termination; reverse go-back

14.1 MSA term from Effective Date until terminated. Survival: §§4.6–4.7, 5–7, 9–16, 14.4–14.7.

14.2 Either party may terminate MSA for convenience on 30 days written notice if no active Order remains.

14.3 For cause: material breach uncured 15 Business Days after written notice (5 Business Days for undisputed non-payment).

14.4 POC abort table — same commercial effects as §13.2 rows A–F; operational unwind:

• Disable GP remote paths; rotate secrets COTA retains
• Export COTA data COTA requests (reasonable format/volume)
• Delete GP-held COTA media ≤ 30 days after request
• Leave paid HW with COTA (default) or process return
• Software POC license ends unless new Order
• No hostage data

14.5 Abort does not waive future Orders under this MSA.

15. Indemnity; liability

15.1 GP IP indemnity for GP software as delivered (U.S.), with prompt notice and control of defense; GP may replace, modify, or refund affected fees.

15.2 COTA responsible (to extent permitted by Ohio law) for vehicle operation, misuse of AI Output as sole basis for adverse action without human review, and COTA-provided materials.

15.3 Aggregate liability per Order: fees paid/payable under that Order in prior 12 months, except willful misconduct, GP IP indemnity, confidentiality exfiltration by breaching party. No consequential damages except as unenforceable against public agency under Ohio law.

15.4 Life-safety exclusion: not sold as certified sole emergency system; no liability for injury/property damage from reliance on AI Output without human judgment and COTA SOPs.

16. Insurance; compliance; general

16.1 GP maintains commercially reasonable insurance for on-site work; COI on request. Limits: [COTA vendor requirements].

16.2 Parties comply with applicable law. NDAA-conscious positioning is not federal certification of this POC. COTA owns privacy/procurement compliance.

16.3 Notices: email to Exhibit E contacts (and Authorized Signatory for termination/claims). Assignment only with consent except successor. Waiver in writing. Severability. Entire agreement on subject. E-signatures OK. Independent contractors. No third-party beneficiaries except COTA-required riders.

Part B — SOW-01: Secure Entry (COTA POC 2026)

B-1. Objectives

Bounded lab → bus path proof of:

• On-device multi-class detection (RF-DETR precomp authority)
• Host-side VLM reasoning (Gemma-class on Host only)
• Secure operator workflows (proxy-only, NIST SP 800-207–aligned patterns)
• Axis VAPIX/RTSP coexistence without day-one SOC rip-and-replace

B-2. Architecture hard rules

Same as Standards S1–S8 (§3.2).

B-3. Fourteen (14) committed POC Items

Grade B = minimum for Acceptance (sovereign functional). Grade A = aspirational. Grade C = insufficient without written waiver.

B-4. Materials and fees (binding on Order Form)

Hardware remains COTA asset after payment (default). Options (Shadow 1, 1 TB edge storage, Gold L4) on Order Form only.

COTA-furnished (typical): HIL/bus access; network path; Axis credentials when needed; up to 8 trainees; biometric policy decision.

B-5. Timeline

B-6. Acceptance standards and criteria

B-6.1 How Acceptance occurs

Acceptance when any one of:

• COTA signs Exhibit C Acceptance Certificate; or
• Deemed Acceptance: productive use for ten (10) consecutive Business Days after GP Ready-for-Acceptance notice with no timely Rejection Notice; or
• Demo Day Acceptance: written COTA election after successful Demo Day shortlist and no open Sev-1.

B-6.2 Core Acceptance Criteria (must pass)

B-6.3 Demo Day shortlist

B-6.4 AI performance standard (honest)

B-6.5 Rejection and Remediation Sprint

• Rejection Notice within 5 Business Days of Ready-for-Acceptance: list failed AC/POC IDs + repro steps.
• GP Remediation Sprint: 10 Business Days to fix or propose workarounds.
• Then COTA may: extend once; accept with credit; or abort under refund policy §13 (GP non-performance for services).
• Subjective “AI feel” without failed AC → Remediation first; not automatic breach.

B-6.6 Acceptance does not mean

• Unsupervised life-safety certification
• 100% detection warranty
• Acceptance of fleet pricing
• Waiver of confidentiality/security

B-7. Security & NIST map

POC maps to NIST SP 800-207 tenets as described in docs hub NIST & engagement. Not a formal federal certification of this POC.

Exhibits

Exhibit A — Document references

Exhibit B — Severity and support channels (quick reference)

Severity targets: see §5.3.

AI Agent plane (24×7): voice (Grok voice-ID auth), email, SMS/text, in-product/channel alerts — §5.0.

Human tiers: L0–L3 included on SOW-01; L4/L5 optional — §5.2.

Escalation: §5.4 → Management contacts on Exhibit E.

Exhibit C — Acceptance Certificate

COTA SOW-01 Secure Entry — Acceptance Certificate
Date: ____________  Order / PO #: ____________
Build / version: ____________  Host ID: ____________  Shadow unit(s): ____________

AC-1 … AC-7:  ☐ Pass  ☐ Pass with punch-list  ☐ Fail
POC Items Grade B count: ____ / 14
Open punch-list attached: ☐ Yes ☐ No   Due date: ____________

Demo Day Acceptance elected: ☐ Yes ☐ No

COTA accepts the SOW-01 Deliverables subject to any attached punch-list.

COTA Technical Rep: ____________  Signature: ____________
COTA Authorized Signatory (if required): ____________  Signature: ____________
GP Technical Rep: ____________  Signature: ____________

Exhibit D — Ready-for-Acceptance notice (GP issues)

Must state: date host+edge path ready; AC-1…AC-4 status; known punch-list; start of 5-Business-Day rejection window; invoice milestone M2 eligibility upon Acceptance.

Exhibit E — Representatives and points of contact

AI Agent Support Plane endpoints (published / confirmed at kickoff; may update under §8.3):

Authenticated Caller enrollment roster (COTA completes; attach pages as needed):

*Update Representatives by email under §8.3. Deprovision leavers promptly (CO-13).*

Exhibit F — Change Order form (template)

CHANGE ORDER NO. ____  to Order / SOW: ____________  PO #: ____________
Requesting party: ☐ GP  ☐ COTA     Date requested: ____________
Description of change:
_________________________________________________________________
Price impact (USD): ____________   Schedule impact: ____________
Effect on Acceptance Criteria: ☐ None  ☐ See attached
Effective date: ____________

GP Authorized Signatory: ____________  Date: ____________
COTA Authorized Signatory: ____________  Date: ____________

Exhibit G — Order Form commercial block (SOW-01)

Exhibit H — Signature block

IN WITNESS WHEREOF, the parties execute this MSA and SOW-01 as of the Effective Date.

Revision history

*End of GP-COTA-MSA-SOW-2026-v1.5 — counsel review required before execution. Not legal advice. Do not send to COTA without authorized approval.*