Legal & Engagement Structure · Delaware SPV

Structure
that protects you.

Non-recourse. Fixed price. Take-or-pay. A dedicated Delaware SPV for every engagement — legally isolated from day one.

One cluster. One contract. Verde is last — by contractual design, not by policy.
Non-RecourseDelaware SPVTake-or-Pay3rd-Party EscrowVerde Receives Last
Delaware SPVNon-RecourseTake-or-PayFixed Price3rd-Party Escrow7-Tier WaterfallIE-Certified MilestonesSurety Bond Backed21-Policy Insurance
Capital Flow Architecture

Client funds enter escrow and flow through seven contractually fixed tiers. Verde receives distributions last — by design.

Client Monthly Fee→ Account A · Independent Trustee
Verde is structurally lastVerde receives distributions only after all engagement obligations are fully met — by contractual design, not policy.
Your funds never enter Verde's accountsAll payments flow into a segregated escrow held by an independent institutional trustee. No Verde unilateral access.
One engagement. One legal entity.A dedicated Delaware SPV is formed for each engagement — legally isolated from Verde's corporate balance sheet and every other client.
Corporate Guarantee backs every SPVVerde Compute, Inc. provides a full corporate guarantee to each engagement SPV — your contract has institutional backing at the parent level.
Corporate Guarantee

Full capital protection architecture and waterfall mechanics are detailed in the Executive Brief — available under NDA.

Each engagement is structured on a non-recourse basis.

Your exposure is ring-fenced to your engagement SPV only. Verde Compute, Inc.'s other obligations, creditors, and engagements have no reach into your legal entity.

The SPV is not a policy commitment. It is a separately incorporated Delaware LLC — your hardware, your contract, your named engineering team, your legal boundary.

1:1Client-to-SPV ratio — always
0Cross-collateral with other engagements
15Bankruptcy-remote ring-fences — contractually defined
~120Days from Financial Close to Go-Live — contractually committed
97%IE certification pass threshold — factory benchmark performance

Four pillars of a
sovereign engagement.

Every Verde engagement is built on four structural pillars — each defined before signing, each enforceable by contract, each protecting a distinct dimension of your exposure.

Engagement Model

Fixed Price. Take-or-Pay. Zero Variable Costs.

Your monthly commitment is fixed at signing — no variable billing, no compute metering, no surprise invoices.

  • Fixed Monthly Fee -- Defined at Signing

    Your engagement fee is fixed in the MSA. No compute metering, no usage tiers, no variable billing. The same number appears on every invoice for the duration of your engagement.

  • Take-or-Pay Structure

    Whether you use 10% or 100% of cluster capacity, the fee does not change. You pay for dedicated access -- not for consumption. This eliminates forecast risk and budget volatility.

  • No Capital Commitment Required

    Verde's engagement model is OpEx -- not CapEx. No upfront hardware purchase, no depreciation schedule, no balance sheet impact. One line item: your monthly managed compute fee.

  • Emergency Cloud Backup -- at Verde's Cost

    If primary cluster availability falls below SLA, Verde activates emergency cloud compute automatically. The cost is Verde's -- covered by Business Interruption insurance. Not yours.

SPV Structure

Delaware SPV. One Client. Zero Cross-Collateral.

A dedicated Special Purpose Vehicle is incorporated for your engagement — your assets, your contract, your team, legally ring-fenced from day one.

  • 1:1 Client-to-SPV Ratio -- Always

    Each engagement creates exactly one SPV for exactly one client. Verde never pools two clients inside a single legal entity. Your hardware and your contract are never shared.

  • Isolated Liability -- Non-Recourse to You

    The SPV structure is non-recourse to the client. Your exposure is ring-fenced to the SPV only. Verde's corporate obligations and other engagements do not reach you.

  • Corporate Guarantee -- Verde Compute, Inc.

    No personal guarantee required. Verde Compute, Inc. backs every SPV with its full corporate guarantee. Every engagement. Your counterparty is the parent company -- not a shell entity.

  • Delaware Jurisdiction -- US Law

    All SPVs are Delaware LLCs governed by Delaware law and US federal law. No offshore entities, no jurisdiction ambiguity. Delaware's legal framework is the institutional standard for structured finance.

Escrow & Legal

5-Account Escrow. 7-Tier Waterfall. Independent Trustee.

Client funds flow through a structured escrow with institutional trustee -- your money is never commingled with Verde corporate cash.

  • Five Segregated Accounts

    Account A: Revenue Collection Account. Account B: Senior Reserve Account — structural reserve for senior engagement obligations. Account C: Supplemental Reserve Account — second structural buffer before Verde distributions. Account D: Operational Reserve Account — funds operational continuity and emergency cloud activation. Account E: Contingency Reserve Account — a portion of Verde's net position retained under independent trustee control before any Verde equity distribution. Client funds never touch Verde corporate accounts.

  • 7-Tier Priority Waterfall

    Payment priority is contractually fixed at signing: senior obligations, operating costs, structural reserves, contingency reserve, Verde distributions. Verde is last in the waterfall — by design. The Contingency Reserve retains a portion of Verde's net position under independent trustee control before any Verde equity distribution — a structural buffer for unforeseen costs without recourse to client funds.

  • Independent Trustee -- Not Verde

    The escrow is managed by an independent institutional trustee. Verde has no unilateral access to escrow accounts. Trustee oversight is active for the full duration of your engagement.

  • Legal Architecture Stack

    MSA, SPV Operating Agreement, Escrow Agreement, SLA Schedule, IP Ownership Clause. Each layer has a defined prerequisite. The full stack is delivered to you before signing.

Delivery Process

~120 Days from Financial Close to Go-Live.

A structured, phase-gated onboarding process with independent milestone certification at every phase gate. Full timeline is approximately 120 days from Financial Close to independent Go-Live Certificate — hardware pro…

  • Week 0: NDA Execution

    Non-Disclosure Agreement executed. Full engagement documentation package -- MSA, SLA Schedule, IP Ownership Clause, DPA -- delivered for your legal review within 5 business days.

  • Weeks 1-2: MSA Signing & SPV Formation

    MSA negotiation completed and signed. Delaware LLC SPV incorporated. SPV Operating Agreement and Corporate Guarantee executed. Escrow accounts opened with independent institutional trustee.

  • Weeks 2-8: Hardware Procurement & Logistics

    Hardware Conditional Purchase Order (CPO) to the OEM vendor becomes unconditional at Financial Close — payment triggered, delivery queue position confirmed. Factory allocation, quality inspection, and logistics to Pacific Northwest colocation facility. Verde manages full procurement and delivery chain — no client action required.

  • Weeks 8-10: Facility & Power Onboarding

    Rack installation, CDU liquid cooling commissioning, and dedicated power circuit energisation. Data centre colocation agreement finalized. Cage access credentials provisioned for Verde engineering team.

  • Weeks 10-14: Technical Onboarding

    Network architecture provisioned. Private VLAN, Zero Trust firewall, and dedicated fabric configured. BYOK key setup and access control implementation. Client security team review window.

  • Weeks 14-15: 72-Hour Burn-In Test

    Full cluster capacity stress test over 72 continuous hours. GPU health, thermal, and power metrics recorded. Workload simulation at peak utilisation.

  • Weeks 15-16: Go-Live Certification

    Independent third-party engineer reviews burn-in results and issues Go-Live Certificate. Not Verde self-certification. Cluster is contractually available from certificate date.

  • Day 30+ Post Go-Live: Hypercare & Steady State

    30-day hypercare period. Verde NOC on heightened monitoring. Weekly status reports. Transition to steady-state monthly SLA reporting and quarterly security posture reviews.

One cluster. One team. One contract.
Zero shared tenancy.

A dedicated Delaware LLC is incorporated for your engagement — and only your engagement. The diagram below shows every contractual relationship. Your entity is isolated from all others.

Every line in this diagram represents a separate, enforceable contract. Your relationship is with the SPV — not with Verde's corporate balance sheet, other clients, or other engagements. That isolation is the architecture.

What the SPV model
actually gives you.

Most providers have no dedicated legal vehicle per client. Verde's SPV model is not a feature — it is a structural difference that changes your risk profile at every dimension.

DimensionIndustry StandardWhat other providers give youVerde ComputeWhat the SPV model gives you
Legal Structure

No dedicated legal entity. Client contracts directly with provider. Liability is pooled.

Dedicated Delaware SPV per engagement. Isolated liability. One client. One entity. One contract.

Recourse to Client

Full recourse. Provider insolvency or failure may reach the client balance sheet.

Non-recourse structure. Your exposure is ring-fenced to the engagement SPV. Verde Inc. corporate guarantee backs the SPV.

Client Capital Requirement

Build-your-own: significant CapEx. Cloud/rental: none, but no ownership path.

No capital commitment required -- OpEx engagement model. Ownership path available at term end.

Price Stability

Variable or tiered pricing. Usage-based billing introduces forecast uncertainty.

Fixed take-or-pay monthly fee defined at MSA signing. No variable billing. No compute metering.

Balance Sheet Impact

Build-your-own: asset on balance sheet. Cloud: OpEx, no ownership.

Single OpEx line item. No asset on client balance sheet. Ownership transfer available at term end -- client elects at signing.

IP Ownership

Cloud providers' ToS reserve rights to usage telemetry and service improvement data. Platform license carve-outs may affect model IP. Consult your legal team. Build-your-own: 100% yours, but you manage everything.

100% client — models, training data, inference outputs. Guaranteed in MSA. Verde has zero access to workload content.

SLA Type

Availability SLA only. Performance degradation under contention is not an SLA event. 'Best efforts' and 'commercially reasonable efforts' clauses are standard in GPU infrastructure contracts.

Dual-dimension SLA: (1) availability and (2) p99 inference latency under your production load, independently certified at Go-Live. No best-efforts clauses. Performance degradation is treated as an SLA event.

GPU Utilisation Reporting

Shared infrastructure providers report compute usage at an aggregate level. Per-client utilisation data is rarely disclosed — providers have a structural conflict of interest in revealing idle capacity.

Monthly FinOps report delivered to client: GPU cluster utilisation by cost centre in CFO-ready format. Verde discloses utilisation because Take-or-Pay eliminates the conflict of interest — Verde earns the same fee regardless of utilisation level.

Hardware Generation Disclosure

Most dedicated infrastructure providers do not disclose hardware generation or planned refresh cycles at any point in the engagement. Clients discover hardware generation at deployment, not at signing.

Hardware generation and procurement date are documented in the MSA Hardware Schedule at signing. Term-end upgrade path (Option 3) is defined contractually at signing — not negotiated under time pressure at term-end.

ESG / Carbon Reporting

Infrastructure providers rarely deliver client-ready Scope 2 carbon reports. ESG data must be self-assembled by the client from general grid emission factors — not facility-specific, not audit-ready.

Quarterly Scope 2 carbon report delivered to client — WREGIS certified, audit-ready for CSRD, ISSB S1/S2, and equivalent frameworks. Includes facility PUE disclosure and renewable energy certificate verification. 100% hydroelectric baseload — not offset credits.

Institutional Investment Grade

AI infrastructure is treated as an operating cost — not as an auditable, insurable asset class. No standard mechanism for institutional review, insurance committee sign-off, or independent certification exists in shared cloud or standard managed GPU offerings.

Verde's engagement architecture is designed for institutional review: Delaware SPV, contractually fixed escrow waterfall, 21-policy insurance consortium, Independent Engineer certification at every milestone, and a surety bond sized per engagement value. Every structural element is independently documented.

Engagement Security Terms: Disclosed in Escrow Term Sheet at NDA execution.

Indicative Comparison: Final commercial and legal terms subject to executed MSA.

5-Account Escrow.
7-Tier Waterfall. Independent Trustee.

Client funds flow through a structured escrow with an independent institutional trustee. Verde is last in the waterfall — by design. Your money is never commingled with Verde corporate cash.

Revenue Collection Account

All client monthly fees received here first. No Verde corporate access. Independent trustee-controlled.

Controlled byIndependent Trustee

Senior Reserve Account

Structural reserve for senior engagement obligations. Maintained at a defined reserve level throughout the engagement. Full mechanics provided under NDA during engagement.

Controlled byInstitutional Trustee

Supplemental Reserve Account

Pre-funded supplemental reserve — second structural buffer before Verde distributions. Maintained throughout the engagement term. Full mechanics provided under NDA during engagement.

Controlled byInstitutional Trustee

Operational Reserve Account (ORA)

Operational continuity reserve. Funds NOC, maintenance, and emergency cloud activation costs -- Verde's obligation, not yours.

Controlled byVerde Operations

Contingency Reserve Account (CRA)

A portion of Verde's net position is retained here before any Verde equity distribution. Held under independent trustee control. Provides a structural buffer for unforeseen operational costs throughout the engagement term.

Controlled byIndependent Trustee

7-Tier Priority Waterfall

Payment priority is contractually fixed. Verde distributions occur only after all senior obligations are satisfied in full.

  1. Senior Obligations

    First priority. All senior engagement obligations met before any other distribution. Disbursed automatically by independent trustee on scheduled dates.

  2. Operating Costs

    Data centre colocation, power, dedicated engineering team, hardware maintenance, insurance premiums, and Verde management allocation. Every Verde operating expenditure flows through the waterfall. Nothing is settled outside escrow.

  3. Structural Reserve

    Account B restored to target reserve level before proceeding further down the waterfall.

  4. Supplemental Reserve

    Account C restored to target level. Second structural buffer maintained throughout engagement.

  5. Operational Reserve (ORA)

    Account D funded for operational continuity and emergency cloud activation. Verde's obligation, not yours.

  6. Contingency Reserve (CRA)

    A defined portion of Verde's net position is retained in Account E before any Verde equity distribution. Held under independent trustee control throughout the engagement. Provides a structural buffer for unforeseen operational costs.

  7. Verde Equity Distribution

    Verde receives equity distributions last — only after all senior obligations, operating costs, structural reserves, and the Contingency Reserve are satisfied in full.

15 structural ring-fences.
Your hardware and your contract — isolated.

Bankruptcy remoteness is not a single mechanism. It is a stack of fifteen independent structural protections — each one closing a different gap that a single protection would leave open.

Separate Legal Entity

The SPV is a standalone Delaware LLC. Verde's corporate liabilities, debts, and obligations do not reach your engagement entity.

Non-Recourse Debt Structure

Recourse is limited to SPV assets only. No recourse to Verde Compute, Inc. corporate assets or to the client. You are not a guarantor.

Dedicated Escrow -- No Commingling

Client fees flow through a segregated 5-account escrow. Your funds never touch Verde corporate cash at any point in the waterfall.

Independent Trustee Control

Verde has no unilateral access to escrow accounts. The trustee holds and releases funds per the escrow agreement -- not per Verde's instructions.

Hardware Title in SPV

All cluster hardware is titled in the SPV -- not in Verde Compute, Inc. In insolvency, hardware is an SPV asset, not a Verde corporate asset reachable by Verde creditors.

No Cross-Default Provisions

A default by another Verde engagement SPV does not trigger default in your SPV. Each engagement is legally and financially isolated from all others.

Client IP Outside SPV

Your models, training data, and inference outputs are your property -- they never enter the SPV's legal estate. No Verde creditor can reach your intellectual property.

Surety Bond -- Client Recovery Guarantee

A surety bond sized per engagement provides a direct client recovery mechanism if Verde fails to deliver. This is a financial guarantee -- not a contractual penalty clause.

Model Access Documentation in Independent Escrow

A client-controlled copy of all AI workload access credentials, API configurations, network architecture documentation, and BYOK key recovery procedures is deposited with the independent trustee at go-live. If Verde becomes unable to operate, the client's access to their own infrastructure and data is not dependent on Verde's cooperation. This is a structural protection — not a contractual promise.

Infrastructure Succession Plan -- IE-Certified

Verde maintains a documented, IE-certified Infrastructure Succession Plan specifying the designated succession manager for each SPV in the event Verde Compute, Inc. becomes unable to fulfil its obligations. The succession plan is reviewed annually by the Independent Engineer and filed with the escrow trustee. Clients are notified of any material change to the succession designee.

Change-of-Control Protection

If Verde Inc.'s ownership transfers to a non-approved counterparty, the client retains the right to exit the engagement without remaining financial obligation. Counterparty approval criteria are defined in the MSA at signing — not at the time of any future ownership event.

Pre-Start Price Lock (Compute Option)

For clients with AI deployments planned 12–18 months ahead, a signed capacity reservation at current infrastructure pricing locks in your engagement budget before GPU infrastructure prices rise. A structural financial protection against pre-engagement market price risk.

MSA Audit Rights

The client may commission an independent infrastructure audit at any time during the engagement term. Verde is contractually obligated to provide full access to relevant systems, telemetry, and documentation within 10 business days of written request. Verde cannot withhold access.

Competitive Exclusivity

Verde contractually agrees not to engage directly-named competitors within the agreed sector perimeter during the engagement term. The competitor list is defined at signing in a sealed schedule. Violation is a material MSA breach — enforceable independently of Verde's co-operation.

Bilateral Technical Arbitration

SLA and performance disputes are resolved by a structured Technical Arbitration Panel — Verde representatives, client designees, and an independent expert agreed by both parties at MSA signing. No Verde unilateral determination of SLA compliance is possible.

Standard commercial terms.
No bespoke negotiation required.

Verde's core commercial terms are standard across all engagements. Your legal team reviews what every Verde client receives — not a custom arrangement assembled under time pressure.

Pricing

Fixed Monthly Fee

Defined at MSA signing. No renegotiation during engagement. No usage-based adjustment. Fixed for the full duration of your engagement — no inflation adjustments unless explicitly agreed and documented in the MSA at signing.

Obligation

Take-or-Pay

The client's monthly fee obligation is unconditional once cluster capacity is certified available. Capacity use does not affect the fee.

Duration

Multi-Year MSA

Engagement term defined at signing. Both evergreen renewal and ownership transfer paths are written into the MSA -- not negotiated later.

Legal Vehicle

Delaware LLC SPV

A dedicated Delaware LLC is formed per engagement. Delaware jurisdiction. US federal law. No offshore entities. Standard institutional structure.

Governing Law

Delaware / US Law

All agreements governed by Delaware law and US federal law. Dispute resolution: binding arbitration under institutional rules. No foreign jurisdiction provisions.

Fund Control

3rd-Party Escrow

Client funds held in escrow with independent institutional trustee throughout the engagement. Verde's access to client funds is subject to the waterfall -- not discretionary.

Competitive Protection

Competitive Exclusivity Covenant

Verde agrees not to engage a client's directly-named competitors within a mutually defined sector during the engagement term without the client's written consent. The sector definition, exclusivity perimeter, and any agreed carve-outs are documented in the MSA at signing. This is a binding contractual commitment — not an operational policy. Violation constitutes a material MSA breach.

Dispute Resolution

Technical Arbitration Panel

SLA interpretation disputes and technical performance disagreements are resolved by a structured Technical Arbitration Panel — comprising Verde representatives, client designees, and an independent technical expert agreed by both parties at MSA signing. Technical disputes are resolved by independent expert determination, not by Verde unilaterally. Panel composition, cost allocation, and decision timelines are defined contractually at signing.

No bespoke negotiation required on core commercial terms. Your legal team may propose client-specific addenda — core structure does not change.

~120 days from MSA to Go-Live.
Week by week.

A structured onboarding process with independent milestone certification at every phase gate. Nothing is self-certified by Verde — third-party validation at burn-in and go-live.

  1. Week 0

    NDA Execution

    Mutual NDA executed. Full engagement documentation package -- MSA, SLA Schedule, IP Ownership Clause, DPA, and escrow term sheet -- delivered to your legal team.

    NDA + Documentation Package
  2. Weeks 1-2

    MSA & SPV Formation

    MSA negotiation completed. Delaware LLC SPV incorporated. SPV Operating Agreement and Corporate Guarantee executed. Escrow accounts opened with independent institutional trustee.

    Signed MSA + SPV Certificate of Formation
  3. Weeks 2-8

    Hardware Procurement & Logistics

    Hardware order placed and confirmed at MSA signing. Factory allocation, quality inspection, and logistics coordinated to Pacific Northwest colocation facility. Verde manages full procurement and delivery chain -- no client action required.

    Hardware Delivery Confirmation
  4. Weeks 8-10Independent Certification

    Facility & Power Onboarding

    Rack installation, CDU liquid cooling commissioning, and dedicated power circuit energisation. Colocation agreement finalized. Cage access credentials provisioned for Verde engineering team.

    Facility Readiness Certificate
  5. Weeks 10-14

    Technical Onboarding

    Network architecture provisioned. Private VLAN, Zero Trust firewall, and dedicated fabric configured. BYOK key setup and access control implementation. Client security team review window.

    Network Architecture Sign-Off
  6. Weeks 14-15Independent Certification

    72-Hour Burn-In Test

    Full cluster capacity stress test over 72 continuous hours. GPU health, thermal, and power metrics recorded. Workload simulation at peak utilisation.

    Burn-In Test Report
  7. Weeks 15-16Independent Certification

    Go-Live Certification

    Independent third-party engineer reviews burn-in results and issues Go-Live Certificate. Not Verde self-certification. Pass threshold: 97% of factory benchmark performance — a contractually defined standard. Industry norm: self-certification or no defined performance threshold. The Independent Engineer also validates p99 inference latency under your production load profile before certifying. Cluster is contractually available from certificate date.

    Independent Go-Live Certificate
  8. Day 30+ Post Go-Live

    30-Day Hypercare Period

    Verde NOC on heightened monitoring cadence. Dedicated point of contact. Weekly status reports. Escalation paths defined and active.

    Weekly Status Reports
  9. Ongoing

    Steady State

    24/7 NOC monitoring. Monthly SLA report. Quarterly security posture review. Annual penetration test. Monthly independent CFO review of escrow waterfall.

    Monthly SLA Report + Quarterly Security Review

Independent Milestone Certification — Go-live is certified by a third-party engineer, not by Verde. Cluster is contractually "available" only from the date of independent certificate issuance.

Four paths at term end.
All defined at signing.

Your preferred exit path is elected and documented in the MSA when you sign — not negotiated under duress at renewal. All four paths are contractually defined from day one. Full process detail for each path in How It Works.

A
Path A

Renewal

Same team. New MSA. Updated commercial terms. Continuity by design.

  • New MSA on Updated Terms

    A fresh Master Services Agreement is negotiated reflecting current market conditions. The same legal structure, the same SPV framework — updated commercial terms agreed by both parties.

  • Same Named Engineering Team

    The team listed in your MSA Exhibit A continues into the renewal term. No re-onboarding. Institutional knowledge of your workload architecture is fully retained.

  • Independent Hardware Valuation Delivered First

    At 180 days before expiry, Verde commissions an independent hardware valuation at Verde's cost. The appraiser is mutually agreed at MSA signing — not chosen by Verde at renewal. The report is delivered to you before any renewal negotiation begins.

  • No Lock-In

    You are never compelled to renew. The renewal is a bilateral negotiation. If terms are not agreed, you elect one of the other three paths.

B
Path B

Hardware Acquisition

Independently assessed fair market value. Clean title. Verde continues full operational handover support at no charge for 3 months.

  • Independent Valuation -- Not Verde's Price

    Cluster is valued at independently assessed fair market value by a third-party appraiser mutually agreed at MSA signing. Verde does not set the purchase price. The appraiser's independence is structural — agreed before the engagement begins.

  • Clean Title Transfer -- Free of All Liens

    Hardware title transfers free and clear of all liens. You receive clean title — no residual encumbrances.

  • 3 Months Full Operational Handover Support at No Charge

    Following the acquisition close, Verde continues to provide full operational support — 24/7 NOC, engineering team, infrastructure monitoring — for three months at no additional charge. Operational continuity while your team stands up independent operations.

  • Full Technical Handover

    Complete documentation package: firmware configuration, network architecture, maintenance records, and vendor warranties transferred to you. All IP — models, training data, inference outputs — has always been yours by MSA contract. Wind-down does not alter this.

  • AI Workload Portability Certificate

    Issued at ownership transfer by the Independent Engineer: a certified document confirming that all AI workload components — model access credentials, API specifications, network configuration, BYOK key recovery procedures, and deployment documentation — have been delivered in a documented, vendor-neutral format. This creates an auditable chain of custody for your AI assets at the point of transfer — relevant for regulatory, M&A, and audit purposes.

C
Path C

Next-Generation Upgrade

New SPV. New hardware generation. Same institutional structure. Technology refresh without migration.

  • New SPV -- Clean Legal Structure

    A fresh Delaware LLC SPV is incorporated for the next engagement. The prior SPV is wound down cleanly. Same structural protections, new entity.

  • Next-Generation Hardware -- Disclosed and Scheduled

    Hardware refreshes to the current-generation architecture available at the time of renewal. The upgrade path is defined in the MSA from signing — not negotiated at term-end under time pressure. Independent certification on new hardware before any workload migration. Most providers offer no defined upgrade mechanism; clients face re-procurement from scratch.

  • Same Endpoints -- Zero Migration Work

    Your API endpoints, network configuration, and access credentials remain unchanged across the hardware refresh. Zero client-side migration work required.

  • Continuity Bridge

    A minimum 90-day overlap period between the prior engagement and the new SPV go-live ensures uninterrupted service. Billing gap: zero.

D
Path D

Orderly Wind-Down

Full data migration support. NIST SP 800-88 erasure certificate. Clean handover. No IP stranded.

  • Full Data Migration Support

    Verde provides structured data migration support — export tooling, transfer scheduling, and documentation — ensuring all model weights, training data, and outputs transfer cleanly to your destination infrastructure.

  • IP and Data Remain Entirely Yours

    All IP, model weights, and data have always been yours by MSA contract. Wind-down does not alter this. Verde retains nothing and has no right to retain anything.

  • NIST SP 800-88 Media Sanitization

    All storage media is cryptographically and physically sanitized per NIST SP 800-88 guidelines at engagement end. Certificate of destruction delivered within 30 business days. Certified third-party witness available on request.

  • Clean SPV Dissolution

    The Delaware LLC SPV is formally dissolved following wind-down completion. All financial obligations settled. Independent confirmation of dissolution provided.

All four paths defined in the MSA at signing — not negotiated under duress at renewal. Your exit is contractually defined from day one.

What you receive
before you sign anything.

Full documentation package delivered upon NDA execution. Your legal team receives every document listed below for review before any commercial discussion proceeds.

MSA

Master Services Agreement

Core commercial agreement. Fixed fee, take-or-pay structure, SLA commitments, IP ownership, data processing terms, and term-end elections.

SLA

SLA Schedule B

Service Level Agreement. Availability commitments, P1-P4 incident response times, performance targets, and escalation matrix.

IP

IP Ownership Clause

Explicit guarantee: all models, training data, and inference outputs belong entirely to the client. Verde has zero access rights -- not by policy but by contract.

DPA

Data Processing Agreement

GDPR and CCPA-aligned data processing terms. Defines Verde's role as data processor. Specifies retention limits, deletion obligations, and breach notification timelines.

BAAHealthcare

HIPAA Business Associate Agreement

Healthcare clients only. Verde acts as Business Associate. BAA executed before go-live. Infrastructure-level HIPAA technical safeguards confirmed.

Full documentation delivered upon NDA execution. No document is shared before the NDA is in place. All five layers of the legal architecture are included in the initial package.

Your structure is
ready to be built.

A mutual NDA comes first. Full documentation package delivered within five business days of the discovery call. Your legal team reviews everything before any commercial commitment.

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