Between: ML Systems LLC (“ML Systems”), a Rhode Island limited liability company, NAICS 236115, acting through its Custodian, Salman Parvez (“Sal”);
And: [Investor Name] (“Investor”), whether an individual, entity, family office, fund, or syndicate as indicated in the signature block below.
Effective Date: ___________________________________________________________________
Most early-stage investor conversations are gated by Non-Disclosure Agreements. An NDA is asymmetric: one party discloses, the other party promises silence. It optimizes for secrecy.
ML Systems does not use NDAs for investor conversations. This Transparency Trust Agreement (the “Agreement” or “TTA”) replaces the NDA. It is symmetric: both parties commit to openness, and both parties retain the right to discuss the terms of this engagement with other capital sources so that valuation conversations across the investor universe remain on equal footing.
The TTA exists because the Custodian principle — Sal’s fiduciary duty to serve the people and institutions ML Systems was built to help — is incompatible with secrecy-gated negotiations. Investors should know what other investors have offered. ML Systems should know what each investor is prepared to commit. Transparency is the operating principle.
This Agreement is the contractual expression of ML Systems’ Transparency Trust Protocol (“TTP”) — the trust architecture that governs every interaction inside the ML Systems ecosystem.
Whereas ML Systems is a Rhode Island construction company operating under a custodial equity model — meaning no individual, including Sal, treats equity as personal reward; equity is a stewardship responsibility owed to the beneficiaries of the company’s work;
Whereas ML Systems has adopted a public-before-private ordering principle: public institutions receive equity ownership before any private entity, creating permanent institutional accountability at the foundation of the cap table;
Whereas ML Systems operates under the Lucent Lens — “glow within to help humans” — which requires that every decision, including valuation and capital decisions, be measured against the question: does this serve the people the company was built to help?;
Whereas Investor is considering a capital commitment to ML Systems and wishes to discuss valuation, structure, and terms;
Whereas ML Systems believes that the integrity of any capital conversation depends on all parties having equal access to the relevant facts — including what other capital sources have offered, are offering, or may offer;
Now, Therefore, in consideration of the mutual commitments below, the parties agree as follows.
1.1 “Custodian” means Salman Parvez (Sal), in his fiduciary capacity as Financial Architect of ML Systems. The Custodian does not act as a private owner seeking to maximize personal return; the Custodian acts as a steward of the equity and operations of ML Systems on behalf of its Beneficiaries.
1.2 “Beneficiaries” means the homeowners, workers, communities, public institutions, and investors whose interests the Custodian is structurally obligated to serve.
1.3 “Ecosystem Information” means non-public information about ML Systems’ strategy, finances, operations, technology, cap table, agent orchestration, or Transparency Trust Protocol disclosed by ML Systems in the course of the discussions contemplated by this Agreement.
1.4 “Valuation Information” means any proposed valuation, term sheet, preferred price, investment amount, discount, or structural term offered, negotiated, or agreed between ML Systems and any capital source, including this Investor.
1.5 “Other Investor” means any third-party individual, entity, family office, fund, syndicate, or institution that has engaged, is engaging, or may engage with ML Systems on capital terms.
1.6 “Confidential Information” means the limited categories of information identified in Section 5 that remain confidential even under this Agreement.
Each party commits, in good faith, to transparency in the capital-related discussions governed by this Agreement.
2.1 ML Systems agrees to:
2.2 Investor agrees to:
Transparency is the default. Selective disclosure is the exception, and must be justified under Sections 4 and 5.
3.1 Either party may discuss Valuation Information with any Other Investor, provided that:
3.2 The effect of this clause is that the Custodian may tell Investor B that Investor A offered $X at $Y valuation, and may tell Investor A what Investor B counter-offered — provided the purpose is to reach a valuation that reflects the true market, not to extract leverage from any party. Similarly, Investor may discuss with peer investors the terms of this engagement, provided the purpose serves market integrity.
3.3 Traditional NDA-style secrecy is structurally incompatible with a custodial equity model. This Section 3 preserves the Custodian’s fiduciary duty to all Beneficiaries — present and future — by ensuring that no investor obtains an unfair information advantage from the absence of cross-disclosure.
The Mutual Transparency Covenant (Section 2) and the Valuation Cross-Disclosure clause (Section 3) operate within a capital tier, not across tiers. This preserves transparency where it produces market integrity and preserves discretion where cross-tier disclosure would distort conversations at either end.
4.1 The Tier Architecture. ML Systems recognizes three primary capital tiers for the purpose of this Agreement:
4.2 Within-Tier Transparency. Valuation Information may be cross-disclosed freely among counterparties operating at the same tier, subject to Sections 2 and 3 of this Agreement. A $20M-tier investor may know what another $20M-tier investor has offered. A $1B-tier investor may know what another $1B-tier investor has offered.
4.3 Cross-Tier Discretion. Valuation Information generated within one tier is not automatically disclosable to counterparties operating at a different tier. Specifically:
4.4 Rationale. Forcing cross-tier disclosure would:
4.5 Operational Implementation. The Custodian and each Investor acknowledge that:
4.6 Tier isolation is not a re-introduction of NDA-style secrecy. Within each tier, Section 3’s Valuation Cross-Disclosure operates at full strength. Across tiers, the Custodian retains discretion — always subject to the Custodian’s fiduciary commitments under Section 6, including the commitment not to operate any investor at an unfair informational disadvantage relative to their tier peers.
4.7 Where the Valuation Information of a counterparty at one tier falls within ±15% of the boundary with an adjacent tier, the Custodian and the parties may treat the conversation as cross-tier disclosable. For example, a Million-Tier conversation at $950,000,000 and a Billion-Tier conversation at $1,100,000,000 are economically adjacent; rigid tier isolation between them would be artificial. The adjacency exception permits cross-disclosure in these border cases, reinforcing the Custodian’s discretionary authority under Section 4.3(c) and the explicit-marker override available under Section 5(e). The Custodian may disclose whether adjacency treatment is in effect to any party to the conversation.
Not all information is subject to cross-disclosure. The following remain Confidential Information and are not disclosable under Sections 2 or 3:
All other Ecosystem Information and Valuation Information is, by default, transparent under Section 2 and cross-disclosable under Section 3, subject to Section 4’s tier isolation.
Sal, as Custodian, commits:
6.1 to treat every investor conversation with the same good-faith transparency, regardless of check size, strategic importance, or personal relationship;
6.2 to maintain the public-before-private equity ordering described in ML Systems’ Fiduciary Equity Structure — that is, no private equity issuance occurs until institutional equity (such as the URI partnership anchor) has been established, except with express written acknowledgment by Investor;
6.3 to make Valuation Information available across the investor universe within each tier, so that no investor operates at an informational disadvantage relative to their tier peers, subject to Section 4’s tier isolation framework;
6.4 to apply the Lucent Lens to every material decision, including decisions about valuation and allocation, and to explain the application of the lens to Investor upon request; and
6.5 to notify Investor promptly if any material change occurs to the fiduciary structure, cap table architecture, tier classification of this conversation, or custodial commitments referenced above.
7.1 This Agreement becomes effective upon execution by both parties and remains in effect until the earliest of:
7.2 Termination does not relieve either party of obligations accrued during the term. The Custodian commits to fulfilling such accrued obligations at Minimum Viable Expense (MVE) capacity — survival-level operational expense where every dollar spent is measured against the MVE gate (three of four returns required: material value, ontology data, robot training, or market intelligence). Post-termination fiduciary obligations persist even without investor capital; they are executed within what the Custodian can reasonably afford under the MVE discipline. This commitment is a practical honesty, not an evasion — the obligations do not expire, but their fulfillment pace is bounded by the Custodian’s actual capacity.
The parties acknowledge that the purpose of this Agreement is to preserve market integrity and fiduciary alignment, not to create a basis for litigation.
8.1 In the event of a material breach, the non-breaching party’s primary remedies are:
8.2 Monetary damages remain available as a fallback only where actual financial harm can be proven and transparency-based remediation is inadequate. Where damages are awarded, they are capped at the amount of principal harm actually proven plus interest at the maximum usury rate lawfully permitted by the municipality in which the harm occurred. This ceiling reflects ML Systems’ view that remedies should restore, not punish — punitive stacking is inconsistent with the Custodian principle.
8.3 This remedies structure reflects the Custodian principle: conflicts are resolved through more sunlight, not more secrecy.
This Agreement is governed by and construed under the laws of the State of Rhode Island, without regard to conflict-of-law principles. Any dispute arising under this Agreement is subject to the exclusive jurisdiction of the state and federal courts located in Rhode Island.
Nothing in this Agreement obligates either party to enter into an investment, partnership, or any other commitment. This Agreement governs only the conduct of the conversation until such time as the parties determine that formation of a C-Corporation (or the transition of ML Systems LLC into corporate form) is appropriate. At that point, the parties will transition to the document framework set forth in the LLC-to-C-Corp Conversion Playbook, with progress tracked in the Transparency Trust Tracker. This Agreement remains in effect during the transition and is superseded only by a definitive investment agreement as set forth in Section 7.1(a).
11.1 Each discussion session held under this Agreement carries a nominal Conversation Fee of $1 USD per party. The Custodian contributes $1 per session on behalf of ML Systems; Investor contributes $1 per session. Total per session: $2.
11.2 "Sessions" are understood as distinct, scheduled meetings, video calls, or structured calls-to-order under this Agreement. Casual exchanges, emails, and informal communications do not constitute Sessions for purposes of this Fee.
11.3 The Fee is symbolic in amount but economically significant in structure. It:
11.4 Unpaid Fees do not constitute breach of this Agreement but are noted in the Transparency Trust Tracker. Either party may settle accrued Fees at any time during or after the term.
11.5 The parties acknowledge that this Fee is consideration for this Agreement and confirms mutual intent to engage under its terms.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, understandings, or agreements on the same subject matter. Amendments must be in writing and signed by both parties.