This Grant Agreement (“Agreement”) is entered into between The Graph AdvocatesDAO Foundation, having its registered office at c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands; (“AdvocatesDAO”), and any individual or team confirming consent (“Grant Recipient”) in the forum of the AdvocatesDAO (“Forum”), in response to a recommendation made by an AdvocatesDAO member on behalf of the Advocates DAO grant committee to support the Grant Recipient’s grant proposal.
The AdvocatesDAO and Grant Recipient desire to have Grant Recipient make specific contributions to The Graph ecosystem, subject to and in accordance with the terms and conditions of this Agreement, including making all Grant Recipient Work Product (as defined below) available to the AdvocatesDAO and general public under Apache License 2.0.
The transactions contemplated by this Agreement will be subject to AdvocatesDAO’s on-chain vote. With the exception of Section 5 - Confidentiality, all provisions of this Agreement are contingent on the Grant proposal passing on DAOHaus and shall be null and void otherwise. The Agreement will be effective on the date that the on-chain vote has been executed by the AdvocatesDAO **(the "Effective Date").
THEREFORE, the parties agree as follows:
From time to time, AdvocatesDAO and Grant Recipient may execute one or more grants, substantially in the form described by the Grant Recipient in the Forum post consenting to the Agreement, that describe the specific services to be performed by Grant Recipient (as executed, a “Grant”). Each Grant will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein. A Grant may be amended only by written agreement of the parties.
1.2 Performance of Services
Grant Recipient will perform the services described in each Grant (the “Services”) in accordance with the terms and conditions set forth in each such Grant and this Agreement.
Grant Recipient will deliver to AdvocatesDAO the deliverables, designs, modules, software, products, documentation and other materials specified in the Grant (individually or collectively, “Deliverables”) in accordance with the delivery schedule and other terms and conditions set forth in the Grant.
As Grant Recipient’s sole compensation for the delivery of Services, AdvocatesDAO will pay Grant Recipient the award amount specified in each Grant in accordance with the terms set forth therein. Without limiting the generality of the foregoing Grant Recipient acknowledges and agrees that, as specified in the Grant, AdvocatesDAO’s payment obligation will be expressly subject to Grant Recipient’s completion or achievement of certain milestones to AdvocatesDAO’s reasonable satisfaction.
2.2 Payment Schedule
The total amount of the grant shall be set forth in the Grant and is stated in U.S. Dollars and are payable in GRT. The USD-GRT conversion rate (the “Conversion Rate”) provided to Grant Recipient will be the monthly Conversion Rate determined by the AdvocatesDAO. Unless otherwise provided in a Grant, AdvocatesDAO will deliver payment to Grant Recipient in two tranches: (i) 20% of the total grant award will be delivered within ten (10) days of the Effective Date and (ii) the remaining 80% will be delivered within thirty (30) days of Grant Recipient’s completion of the Services and AdvocatesDAO receipt of the Deliverables, except for any amounts that AdvocatesDAO disputes in good faith for unsatisfactory Work Product. The parties will use their respective commercially reasonable efforts to promptly resolve any such payment disputes.
3.1 Independent Contractor
Grant Recipient is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between AdvocatesDAO and Grant Recipient. Grant Recipient has no authority to bind the AdvocatesDAO by contract or otherwise. Grant Recipient will perform Services under the general direction of AdvocatesDAO, but Grant Recipient will determine the manner and means by which Services are accomplished, subject to the requirement that Grant Recipient will at all times comply with any applicable laws.
3.2 Taxes and Employee Benefits
Grant Recipient will report to all applicable government agencies as income all compensation received by Grant Recipient pursuant to this Agreement. Grant Recipient will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency. Grant Recipient will not be entitled to any benefits paid or made available by AdvocatesDAO to its members, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by AdvocatesDAO pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. Grant Recipient will indemnify and hold AdvocatesDAO harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on AdvocatesDAO to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Grant Recipient pursuant to this Agreement.
3.3 Liability Insurance
Grant Recipient acknowledges that AdvocatesDAO will not carry any liability insurance on behalf of Grant Recipient. Grant Recipient will maintain in force adequate liability insurance to protect Grant Recipient from claims of personal injury (or death) or tangible or intangible property damage (including loss of use) that arise out of any act or omission of Grant Recipient.
3.4 Trademark License
Subject to the terms of this Section 3 and this Agreement generally, AdvocatesDAO hereby grants to Grant Recipient a worldwide, non-exclusive, royalty-free, fully paid-up, license during the term of this Agreement, to use the Graph AdvocatesDAO and AdvocatesDAO’s name and the then-current logo(s) (the “Foundation Mark(s)”) for purposes of publicizing the activities contemplated by this Agreement. Any use of a Foundation Mark by the Grant Recipient must: (i) correctly attribute ownership of such mark to AdvocatesDAO; (ii) be pre-approved, in advance, and in writing, by the AdvocatesDAO; and (iii) be in accordance with AdvocatesDAO’s then-current trademark usage guidelines provided by AdvocatesDAO in writing from time to time. Grant Recipient acknowledges and agrees that AdvocatesDAO owns the Foundation Marks and that any and all goodwill and other proprietary rights that are created by or that result from the Grant Recipient’s use of a Foundation Mark hereunder inure solely to the benefit of AdvocatesDAO. Grant Recipient shall not use or allow use of, or attempt to register any asset that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to, or that disparages, the Foundation Marks (or any element thereof).
The parties intend for all Grant Recipient Work Product (as defined below) to be available to the general public, including in particular the users of The Graph protocol or network (together, the “The Graph Users”), for the furtherance of The Graph Network, but with due regard for any Intellectual Property Rights (defined below) consisting of issued patents, copyrights, or trademarks existing as of the Effective Date reflecting any bona fide established proprietary interest resulting from a significant investment of time, capital, or both made independently of this Agreement or dealings with the AdvocatesDAO (“Established Interest”). This Section 4 will be read and construed with such purpose in mind.
4.2 Disclosure of Work Product
Grant Recipient will, as an integral part of the performance of Services, disclose in writing to AdvocatesDAO all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications, biological or chemical specimens or samples, hardware, circuits, computer programs, databases, user interfaces, encoding techniques, and other materials of any kind that Grant Recipient may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing Services, or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, “Grant Recipient Work Product”). Grant Recipient Work Product includes without limitation any Deliverables that Grant Recipient delivers to AdvocatesDAO pursuant to Section 1.3.
4.3 Ownership of Grant Recipient Work Product
Grant Recipient and AdvocatesDAO agree that, to the fullest extent permitted by applicable law, each item of Grant Recipient Work Product will be owned by Grant Recipient; provided, however, that Grant Recipient shall, and hereby does, irrevocably and perpetually grant to the general public, including in particular The Graph Users, all rights and licenses in and to the Grant Recipient Work Product pursuant to the terms and conditions of the Apache License 2.0 open source license (such grant, the “Open Source License Grant”). Subject to the Open Source License Grant, AdvocatesDAO hereby irrevocably transfers and assigns to Grant Recipient all right, title and interest in and to the Grant Recipient Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein that AdvocatesDAO may have. For clarity, AdvocatesDAO reserves all of its Intellectual Property Rights that came into effect prior to the Effective Date, independently of this Agreement, or any modifications of either such category of Intellectual Property, and no such rights are assigned to Grant Recipient.
4.4 Moral Rights
To the fullest extent permitted by applicable law, Grant Recipient irrevocably waives and agrees never to assert, any and all Moral Rights (as defined below) that Grant Recipient may have in or with respect to any Grant Recipient Work Product, during and after the term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right as called or generally referred to as a “moral right.”
4.5 Related Rights
To the extent that Grant Recipient owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that are necessary for the exercise by the general public, including in particular The Graph Users, of the Open Source License Grant (collectively, “Related Rights”), Grant Recipient hereby grants to all licensees of the Grant Recipient Work Product a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, fully transferable and sub-licensable right and license, under all intellectual property rights in and to the Related Rights, to use, reproduce, prepare derivative works of, publicly display, publicly perform, distribute, make, have made, offer to sell, sell, and import all Related Rights to the extent required for the use of the Grant Recipient Work Product pursuant to the Open Source License Grant, and will cause such rights to be granted. If Grant Recipient reasonably believes in good faith that the grant of Related Rights set forth in this Section will unduly compromise an Established Interest, Grant Recipient will promptly provide notice to AdvocatesDAO no later than five (5) business days of entering into the relevant Grant. AdvocatesDAO will then discuss in good faith with Grant Recipient for a period of ten (10) business days means by which the Established Interest might be accounted for in a manner consistent with the purpose set forth in Section 4.1. Grant Recipient will suspend Services under the relevant Grant pending such discussions. If such discussions are fruitful, the parties will agree to amend this Agreement accordingly. If they are not, Grant Recipient will either: (a) recommence Services as provided for in this Agreement or (b) exercise its right to terminate this Agreement pursuant to Section 8.3.
4.6 Further Acts
At AdvocatesDAO’s request and expense, during and after the term of this Agreement, Grant Recipient will assist and cooperate with AdvocatesDAO in all respects, and will execute documents, and will take such further acts reasonably requested by AdvocatesDAO to effect the intent of this Section 4, in particular to make the Grant Recipient Work Product available to the general public for the furtherance of the Graph Network pursuant to the Open Source License Grant. Grant Recipient hereby appoints the officers of AdvocatesDAO as Grant Recipient’s attorney-in-fact to execute documents on behalf of Grant Recipient for this purpose.
For purposes of this Agreement, “Confidential Information” means and will include: (i) any information, materials or knowledge regarding AdvocatesDAO and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to Grant Recipient or to which Grant Recipient has access in connection with performing Services; and (ii) the terms and conditions of this Agreement. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of Grant Recipient; (b) was rightfully in Grant Recipient’s possession at the time of disclosure, without restriction as to use or disclosure; or (c) Grant Recipient rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. At all times, both during Grant Recipient’s engagement by AdvocatesDAO as an independent contractor and after its termination, and to the fullest extent permitted by law, Grant Recipient agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing Services, and not to disclose it to others. Grant Recipient further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information.
6.1 No Pre-existing Obligations
Grant Recipient represents and warrants that Grant Recipient has full authority to enter into this Agreement and has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Grant Recipient’s performance of its obligations under this Agreement.
6.2 Performance Standard
Grant Recipient represents and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Services.
Grant Recipient represents and warrants that the Grant Recipient Work Product will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, except to the extent any portion of the Grant Recipient Work Product is created, developed or supplied by AdvocatesDAO or by a third party on behalf of AdvocatesDAO.
6.4 Harm to the Network or Users
Grant Recipient will not participate in: (i) any attacks on The Graph protocol or network (together, “The Graph Network”) or AdvocatesDAO, or SubgraphDAO or The Graph Users, including but not limited to technical attacks, hacking, theft of The Graph Users’ funds, conduct that intentionally misleads or confuses The Graph Users, or fraud, (ii) conduct reasonably anticipated to cause harm to The Graph Network or The Graph Users, or (iii) any other activity that AdvocatesDAO considers to be malicious activity, in its sole discretion.
Grant Recipient will defend, indemnify and hold AdvocatesDAO harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from:
(a) any action by a third party against AdvocatesDAO that is based on a claim that any Services performed under this Agreement, or the results of such Services (including any Grant Recipient Work Product), or AdvocatesDAO’s use thereof, infringe, misappropriate or violate such third party’s Intellectual Property Rights; and
(b) any action by a third party against AdvocatesDAO that is based on any act or omission of Grant Recipient and that results in: (i) personal injury (or death) or tangible or intangible property damage (including loss of use); or (ii) the violation of any statute, ordinance, or regulation.
This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Grant Recipient is eligible to receive the grant award described in the Grant.
8.2 Termination for Breach
Either party may terminate this Agreement (including all Grants) if the other party breaches any material term of this Agreement and fails to cure such breach within five (5) days following written notice thereof from the non-breaching party, except that AdvocatesDAO may immediately terminate this Agreement upon written notice following Grant Recipient’s breach of Section 6 or failure to execute or perfect the Open Source License Grant.
8.3 Termination for Convenience
Either party may terminate this Agreement (including all Grants) at any time, for any reason or no reason, upon at least ten (10) days written notice to the other party. Either party may also terminate an individual Grant at any time, for any reason or no reason, upon at least ten (10) days written notice to the other party.
8.4 Effect of Termination
Upon the expiration or termination of this Agreement for any reason: (i) Grant Recipient will promptly deliver to AdvocatesDAO all Grant Recipient Work Product, including all work in progress on any Grant Recipient Work Product not previously delivered to AdvocatesDAO, if any; (ii) Grant Recipient will promptly deliver to AdvocatesDAO all Confidential Information in Grant Recipient’s possession or control; and (iii) Grant Recipient will no longer be eligible for payment for the completion of milestones described in the Grant.
The rights and obligations of the parties under Sections 3.2, 3.3, 4, 5, 6, 7, 8.4, 8.5, 9 and 10 will survive the expiration or termination of this Agreement.
IN NO EVENT WILL AdvocatesDAO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF AdvocatesDAO HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
Grant Recipient may not assign or transfer this Agreement, in whole or in part, without AdvocatesDAO’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.
10.2 No Election of Remedies
Except as expressly set forth in this Agreement, the exercise by AdvocatesDAO of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.
10.3 Equitable Remedies
Because the Services are personal and unique and because Grant Recipient will have access to Confidential Information of AdvocatesDAO, AdvocatesDAO will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies that AdvocatesDAO may have for a breach of this Agreement at law or otherwise.
10.4 Attorneys’ Fees
If any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.
10.5 Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Cayman Islands, excluding its body of law controlling conflict of laws.
Any controversy, dispute or claim between the parties arising out of or relating to this Agreement (including, without limitation, the breach, termination or validity thereof), shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the "Rules"). The arbitration shall be seated in San Francisco, California, and shall be heard in the English language and determined by a sole arbitrator to be appointed in accordance with the Rules. Any award or decision made by the arbitrator shall be in writing and shall be final and binding on the parties, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or related to this Agreement shall be instituted in any court by Grant Recipient.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given and delivered by email. All notices will be sent to the email addresses set forth below or to such other addresses as may be specified clearly in writing by either party to the other party in accordance with this Section.
10.10 Entire Agreement
This Agreement, together with all Grants, constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. In the event of a conflict, the terms and conditions of each Grant will take precedence over the terms and conditions of this Agreement.** **Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
10.12 Effective Date
Notwithstanding the dates of execution of this Agreement, each of the parties agrees that their respective rights, duties and obligations pursuant to this Agreement shall have effect from the Effective Date, as between the parties and the parties agree to account to each other accordingly