From e4b281a193abff141266a88322d219db5884ed19 Mon Sep 17 00:00:00 2001 From: hazardj Date: Mon, 11 Oct 2021 16:40:50 -0700 Subject: [PATCH 1/7] Init conversion of DAO-Contributor-Agreement.md into ProseObject format. --- .gitignore | 1 + PO/DAO-Contributor-Agreement/Form/0.md | 157 ++++++++++++++++++ ...cme-Ang_ContributorAgreement_2021-10-11.md | 13 ++ 3 files changed, 171 insertions(+) create mode 100644 .gitignore create mode 100644 PO/DAO-Contributor-Agreement/Form/0.md create mode 100644 PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md diff --git a/.gitignore b/.gitignore new file mode 100644 index 0000000..496ee2c --- /dev/null +++ b/.gitignore @@ -0,0 +1 @@ +.DS_Store \ No newline at end of file diff --git a/PO/DAO-Contributor-Agreement/Form/0.md b/PO/DAO-Contributor-Agreement/Form/0.md new file mode 100644 index 0000000..f40d8a6 --- /dev/null +++ b/PO/DAO-Contributor-Agreement/Form/0.md @@ -0,0 +1,157 @@ +Doc.Ti=DAO Contributor Agreement + +CodersNote=We use the default Agt-Form-CmA format: + +/=This DAO Contributor Agreement (the “**_Agreement_**”) is entered into between the organization known as [Name of DAO] (the “**_DAO_**”) and the contributor named on the signature page hereto (the “**_Contributor_**”) as of [Date of Agreement] (“**_Effective Date_**”). The DAO and the Contributor agree as follows: + + +1.Ti=Services + +1.sec=The {_Contributor} agrees to consult with and provide such services to the {_DAO} from time to time as are mutually agreed by the parties (the “{Def.Services.Target}”). + + +2.Ti=Consideration + +2.1.sec=As the sole consideration due to the {_Contributor} for the {_Services}, the {_DAO} will provide such stablecoins or other cryptocurrency or asset as the {_DAO} and {_Contributor} shall separately agree (the “{Def.Payment.Target}”), provided, however, that {_Contributor} acknowledges and agrees that the amount, form and timing of the {_Payment} is subject at all times to modification pursuant to the {_DAO}’s governance framework. In no event shall the {_DAO} be responsible for any fees or other payments to the {_Contributor} except as expressly set forth in this {_Agreement}. + +CodersNote=Optional: + +2.2.sec=The {_Contributor} shall also be entitled to reimbursement for reasonable, documented expenses for which the {_Contributor} receives prior written approval from the {_DAO}. + +2.=[G/Z/para/s2] + + +3.Ti=Ownership + +3.sec=The {_Contributor} shall own all intellectual property and related rights throughout the world that arise in whole or part out of, or in connection with, the {_Services} or any {_Proprietary_Information} (“{Def.Inventions.Target}”). Notwithstanding the foregoing, the {_Contributor} shall grant the {_DAO} a free, nonexclusive license to use the Inventions. + + +4.Ti=Proprietary Information + +4.sec=The {_Contributor} agrees that all Inventions and other business, technical and financial information (including, without limitation, the identity of and information relating to {_DAO}’s members, contributors or grant applicants) the {_Contributor} obtains from or assigns to the {_DAO}, or learns in connection with the {_Services}, constitute “{Def.Proprietary_Information.Target}.” The {_Contributor} will hold in confidence and not disclose or, except in performing the {_Services} or as otherwise permitted by the {_DAO}, use any {_Proprietary_Information}. However, the {_Contributor} shall not be so obligated with respect to information that (i) the {_Contributor} can document is or becomes readily publicly available without restriction through no fault of the {_Contributor}, or (ii) that the {_Contributor} knew without restriction prior to its disclosure by the {_DAO}. Upon termination or as otherwise requested by the {_DAO}, the {_Contributor} will promptly return to the {_DAO} all items and copies containing or embodying {_Proprietary_Information}. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), the {_Contributor} shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. + + +5.Ti=Termination + +5.sec=Either party may terminate this {_Agreement} at any time, for any reason, by giving the other written notice (including email). Notwithstanding any such termination, Sections {2.Xnum} through {8.Xnum} of this {_Agreement} and any remedies for breach of this {_Agreement} shall survive any termination or expiration. + + +6.Ti=Relationship of the Parties; Promotional Rights + +6.sec=Notwithstanding any provision hereof, for all purposes of this {_Agreement}, each party shall be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and shall not bind nor attempt to bind the other to any contract. The {_Contributor} shall not be eligible to participate in any of the {_DAO}’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. The {_DAO} may use and authorize the use of the {_Contributor}’s name (as represented to the {_DAO} by the {_Contributor}) in promotional materials, websites and the like. The {_DAO} will confirm in writing with the {_Contributor} should the {_Contributor}’s name be shared “publicly”, publicly defined as available to anybody via the world wide web without any direct sharing or password protections on pages. The {_Contributor} will also follow protocol for online social media posting and sharing that the {_DAO} shares and may update from time to time. + + +7.Ti=No Conflicts; Enforcement of Policies + +7.1.sec=The {_Contributor} represents and warrants that neither this {_Agreement} nor the performance thereof will conflict with or violate any obligation of the {_Contributor} or right of any third party. + +CodersNote=Optional: + +7.2.sec=The {_Contributor} acknowledges and agrees that all members of and contributors to this Community are responsible for ensuring that every other member and contributor follows the {_DAO}’s Code of Conduct (the “{Def.Code.Target}”), as available on the {_DAO}’s Notion page and previously made available to the {_Contributor}. The {_Contributor} agrees that if they witness a violation of the {_Code}, they will report it to an administrator or similar authority designated by the {_DAO}, which may include a registry or other protocol for automating disclosures and dispute resolution ("{Def.Administrators.Target}"). The {_Contributor} further acknowledges that if they do not follow the {_Code}, the {_Administrators} may edit the {_Contributor}’s posts and remove them from the {_DAO} and/or the {_DAO}’s online coordination system(s). Whether to take any enforcement action is in the complete discretion of the {_Administrators}. + +7.=[G/Z/para/s2] + +8.Ti=Waiver of Claims; Limitation of Liability + +8.sec=Notwithstanding anything to the contrary in this {_Agreement}, each party (the “{Def.Indemnifying_Party.Target}”) shall indemnify the other party and such other party’s affiliates (each such person an “{Def.Indemnified_Party.Target}”), against, and hold them harmless from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) suffered or incurred by any such {_Indemnified_Party} arising from or relating to any failure by the {_Indemnifying_Party} to comply with any applicable agreement or obligation under this {_Agreement} or the breach of any representation or warranty given herein. In addition, the {_Contributor} acknowledges and agrees that it shall not directly or indirectly take any action against a {_DAO} member or contributor under a general partnership theory of liability. + + +9.Ti=Miscellaneous + +9.sec=This {_Agreement} and the {_Services} performed hereunder are personal to the {_Contributor} and the {_Contributor} shall not have the right or ability to assign, transfer or subcontract any obligations under this {_Agreement} without the written consent of the {_DAO}. Any attempt to do so shall make the {_Agreement} void. The {_DAO} shall be free to transfer any of its rights under this {_Agreement} to a third party. Any breach of Sections 3 or 4 will cause irreparable harm to the {_DAO} for which damages would not be an adequate remedy, and therefore, the {_DAO} shall be entitled to injunctive relief with respect thereto in addition to any other remedies. This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this {_Agreement} shall be effective unless in writing and signed by both parties. This {_Agreement} may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. In the event that any provision of this {_Agreement} is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this {_Agreement} shall otherwise remain in full force and effect and enforceable. This {_Agreement} shall be governed by and construed in accordance with the laws of {Law.State.the} without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under this {_Agreement}, the prevailing party shall be entitled to recover costs and attorneys’ fees. Any notice shall be given in writing by electronic mail or posting to the {_DAO}’s online coordination systems (including, but not limited to, Discord or Telegram) and addressed to the party to be notified at the e-mail address or username as the party may designate by 10 days’ advance written notice to the other party. + + +=[G/Agt-Form-CmA/US/0.md] + +=[G/Z/ol/9] + +CodersNote=No Annex. (Nulling it out.) + +Annex.Div= + +CodersNote=Supporting snippets: + +Def.Services.Target={_Services} + +Def.Payment.Target={_Payment} + +Def.Inventions.Target={_Inventions} + +Def.Proprietary_Information.Target={_Proprietary_Information} + +Def.Code.Target={_Code} + +Def.Administrators.Target={_Administrators} + +Def.Indemnifying_Party.Target={_Indemnifying_Party} + +Def.Indemnified_Party.Target={_Indemnified_Party} + +_P1={Def.DAO.Target} + +_P2={Def.Contributor.Target} + +Def.DAO.Target={_DAO} + +Def.Contributor.Target={_Contributor} + + +_DAO=DAO + +_Contributor=Contributor + + +_Services=Services + +_Inventions=Inventions + +_Payment=Payment + +_Proprietary_Information=Proprietary Information + +_Code=Code + +_Administrators=Administrators + +_Indemnifying_Party=Indemnifying Party + +_Indemnified_Party=Indemnified Party + +2.Xnum=2 + +8.Xnum=8 + +CodersNote=The remaining signature part is also defaulted to Agt-Form-CmA + +**_[Remainder of page intentionally left blank]_** + +The undersigned have executed this DAOContributor Agreement as of the Effective Date. + +**DAO**: + +**[NAME OF DAO]** + +** By:** __________________________________ + +** Name:** __________________________________ + +** Title:** __________________________________ + +** Email:** __________________________________ + +** Discord Username:** _____________________ + + +**CONTRIBUTOR**: + +** By:** __________________________________ + +** Name:** __________________________________ + +** Title:** __________________________________ + +** Email:** __________________________________ + +** Discord Username:** _____________________ + +** [Chain Used for Payments] Wallet Address:** __________________________________ diff --git a/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md b/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md new file mode 100644 index 0000000..885bb12 --- /dev/null +++ b/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md @@ -0,0 +1,13 @@ +P1.=[G/U/Who/acme_incorporated.md] + +P2.=[G/U/Who/andrea_ang.md] + +Law.=[G/U/Place/US/MA/Suffolk/Boston/Geo] + +Doc.GUID=Acme-Ang-1234543 + +EffectiveDate.YMD=2021-10-11 + +Why.sec=To promote the idea of transparent law. + +=[G/LegalForms/PO/DAO-Contributor-Agreement/Form/0.md] \ No newline at end of file From 26378b66255492fa4c7c5aebe0c9187b3a025db4 Mon Sep 17 00:00:00 2001 From: hazardj Date: Mon, 11 Oct 2021 17:55:33 -0700 Subject: [PATCH 2/7] Aerating some of the longer sections with subsection numbering. Tweaking the demo to eliminate the optional expense reimbursement. --- PO/DAO-Contributor-Agreement/Form/0.md | 36 ++++++++++++++++--- ...cme-Ang_ContributorAgreement_2021-10-11.md | 4 +++ 2 files changed, 36 insertions(+), 4 deletions(-) diff --git a/PO/DAO-Contributor-Agreement/Form/0.md b/PO/DAO-Contributor-Agreement/Form/0.md index f40d8a6..29537c8 100644 --- a/PO/DAO-Contributor-Agreement/Form/0.md +++ b/PO/DAO-Contributor-Agreement/Form/0.md @@ -18,7 +18,7 @@ CodersNote=Optional: 2.2.sec=The {_Contributor} shall also be entitled to reimbursement for reasonable, documented expenses for which the {_Contributor} receives prior written approval from the {_DAO}. -2.=[G/Z/para/s2] +2.=[G/Z/ol/s2] 3.Ti=Ownership @@ -28,7 +28,15 @@ CodersNote=Optional: 4.Ti=Proprietary Information -4.sec=The {_Contributor} agrees that all Inventions and other business, technical and financial information (including, without limitation, the identity of and information relating to {_DAO}’s members, contributors or grant applicants) the {_Contributor} obtains from or assigns to the {_DAO}, or learns in connection with the {_Services}, constitute “{Def.Proprietary_Information.Target}.” The {_Contributor} will hold in confidence and not disclose or, except in performing the {_Services} or as otherwise permitted by the {_DAO}, use any {_Proprietary_Information}. However, the {_Contributor} shall not be so obligated with respect to information that (i) the {_Contributor} can document is or becomes readily publicly available without restriction through no fault of the {_Contributor}, or (ii) that the {_Contributor} knew without restriction prior to its disclosure by the {_DAO}. Upon termination or as otherwise requested by the {_DAO}, the {_Contributor} will promptly return to the {_DAO} all items and copies containing or embodying {_Proprietary_Information}. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), the {_Contributor} shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. +4.1.sec=The {_Contributor} agrees that all Inventions and other business, technical and financial information (including, without limitation, the identity of and information relating to {_DAO}’s members, contributors or grant applicants) the {_Contributor} obtains from or assigns to the {_DAO}, or learns in connection with the {_Services}, constitute “{Def.Proprietary_Information.Target}.” The {_Contributor} will hold in confidence and not disclose or, except in performing the {_Services} or as otherwise permitted by the {_DAO}, use any {_Proprietary_Information}. + +4.2.sec=However, the {_Contributor} shall not be so obligated with respect to information that (i) the {_Contributor} can document is or becomes readily publicly available without restriction through no fault of the {_Contributor}, or (ii) that the {_Contributor} knew without restriction prior to its disclosure by the {_DAO}. + +4.3.sec=Upon termination or as otherwise requested by the {_DAO}, the {_Contributor} will promptly return to the {_DAO} all items and copies containing or embodying {_Proprietary_Information}. + +4.4.sec=Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), the {_Contributor} shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. + +4.=[G/Z/ol/s4] 5.Ti=Termination @@ -38,7 +46,11 @@ CodersNote=Optional: 6.Ti=Relationship of the Parties; Promotional Rights -6.sec=Notwithstanding any provision hereof, for all purposes of this {_Agreement}, each party shall be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and shall not bind nor attempt to bind the other to any contract. The {_Contributor} shall not be eligible to participate in any of the {_DAO}’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. The {_DAO} may use and authorize the use of the {_Contributor}’s name (as represented to the {_DAO} by the {_Contributor}) in promotional materials, websites and the like. The {_DAO} will confirm in writing with the {_Contributor} should the {_Contributor}’s name be shared “publicly”, publicly defined as available to anybody via the world wide web without any direct sharing or password protections on pages. The {_Contributor} will also follow protocol for online social media posting and sharing that the {_DAO} shares and may update from time to time. +6.1.sec=Notwithstanding any provision hereof, for all purposes of this {_Agreement}, each party shall be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and shall not bind nor attempt to bind the other to any contract. The {_Contributor} shall not be eligible to participate in any of the {_DAO}’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. + +6.2.sec=The {_DAO} may use and authorize the use of the {_Contributor}’s name (as represented to the {_DAO} by the {_Contributor}) in promotional materials, websites and the like. The {_DAO} will confirm in writing with the {_Contributor} should the {_Contributor}’s name be shared “publicly”, publicly defined as available to anybody via the world wide web without any direct sharing or password protections on pages. The {_Contributor} will also follow protocol for online social media posting and sharing that the {_DAO} shares and may update from time to time. + +6.=[G/Z/ol/s2] 7.Ti=No Conflicts; Enforcement of Policies @@ -58,7 +70,23 @@ CodersNote=Optional: 9.Ti=Miscellaneous -9.sec=This {_Agreement} and the {_Services} performed hereunder are personal to the {_Contributor} and the {_Contributor} shall not have the right or ability to assign, transfer or subcontract any obligations under this {_Agreement} without the written consent of the {_DAO}. Any attempt to do so shall make the {_Agreement} void. The {_DAO} shall be free to transfer any of its rights under this {_Agreement} to a third party. Any breach of Sections 3 or 4 will cause irreparable harm to the {_DAO} for which damages would not be an adequate remedy, and therefore, the {_DAO} shall be entitled to injunctive relief with respect thereto in addition to any other remedies. This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this {_Agreement} shall be effective unless in writing and signed by both parties. This {_Agreement} may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. In the event that any provision of this {_Agreement} is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this {_Agreement} shall otherwise remain in full force and effect and enforceable. This {_Agreement} shall be governed by and construed in accordance with the laws of {Law.State.the} without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under this {_Agreement}, the prevailing party shall be entitled to recover costs and attorneys’ fees. Any notice shall be given in writing by electronic mail or posting to the {_DAO}’s online coordination systems (including, but not limited to, Discord or Telegram) and addressed to the party to be notified at the e-mail address or username as the party may designate by 10 days’ advance written notice to the other party. +9.1.sec=This {_Agreement} and the {_Services} performed hereunder are personal to the {_Contributor} and the {_Contributor} shall not have the right or ability to assign, transfer or subcontract any obligations under this {_Agreement} without the written consent of the {_DAO}. Any attempt to do so shall make the {_Agreement} void. The {_DAO} shall be free to transfer any of its rights under this {_Agreement} to a third party. + +9.2.sec=Any breach of Sections 3 or 4 will cause irreparable harm to the {_DAO} for which damages would not be an adequate remedy, and therefore, the {_DAO} shall be entitled to injunctive relief with respect thereto in addition to any other remedies. + +9.3.sec=This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this {_Agreement} shall be effective unless in writing and signed by both parties. This {_Agreement} may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. + +9.4.sec=Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. + +9.5.sec=In the event that any provision of this {_Agreement} is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this {_Agreement} shall otherwise remain in full force and effect and enforceable. + +9.6.sec=This {_Agreement} shall be governed by and construed in accordance with the laws of {Law.State.the} without regard to the conflicts of law provisions thereof. + +9.7.sec=In any action or proceeding to enforce rights under this {_Agreement}, the prevailing party shall be entitled to recover costs and attorneys’ fees. + +9.8.sec=Any notice shall be given in writing by electronic mail or posting to the {_DAO}’s online coordination systems (including, but not limited to, Discord or Telegram) and addressed to the party to be notified at the e-mail address or username as the party may designate by 10 days’ advance written notice to the other party. + +9.=[G/Z/ol/s8] =[G/Agt-Form-CmA/US/0.md] diff --git a/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md b/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md index 885bb12..a431825 100644 --- a/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md +++ b/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md @@ -10,4 +10,8 @@ EffectiveDate.YMD=2021-10-11 Why.sec=To promote the idea of transparent law. +Note=Eliminating the optional expense reimbursement of 2.2.sec: + +2.sec={2.1.sec} + =[G/LegalForms/PO/DAO-Contributor-Agreement/Form/0.md] \ No newline at end of file From 6def80a8d51c00b1d0351851ef3e00113d5b2b2a Mon Sep 17 00:00:00 2001 From: hazardj Date: Mon, 11 Oct 2021 18:11:11 -0700 Subject: [PATCH 3/7] Changes intended to conform to https://github.com/LarryFlorio/LegalForms/commit/89b536591ea1ef897dfa87275a145ef2c8355f46 Many of the changes marked by GitHub seem not to be actual text changes. I'm not sure why they are marked as changed. --- PO/DAO-Contributor-Agreement/Form/0.md | 4 ++-- 1 file changed, 2 insertions(+), 2 deletions(-) diff --git a/PO/DAO-Contributor-Agreement/Form/0.md b/PO/DAO-Contributor-Agreement/Form/0.md index 29537c8..528402d 100644 --- a/PO/DAO-Contributor-Agreement/Form/0.md +++ b/PO/DAO-Contributor-Agreement/Form/0.md @@ -12,7 +12,7 @@ CodersNote=We use the default Agt-Form-CmA format: 2.Ti=Consideration -2.1.sec=As the sole consideration due to the {_Contributor} for the {_Services}, the {_DAO} will provide such stablecoins or other cryptocurrency or asset as the {_DAO} and {_Contributor} shall separately agree (the “{Def.Payment.Target}”), provided, however, that {_Contributor} acknowledges and agrees that the amount, form and timing of the {_Payment} is subject at all times to modification pursuant to the {_DAO}’s governance framework. In no event shall the {_DAO} be responsible for any fees or other payments to the {_Contributor} except as expressly set forth in this {_Agreement}. +2.1.sec=As the sole consideration due to the {_Contributor} for the {_Services}, the {_DAO} will provide such stablecoins or other cryptocurrency or assets as the {_DAO} and {_Contributor} shall separately agree (the “{Def.Payment.Target}”), provided, however, that {_Contributor} acknowledges and agrees that the amount, form and timing of the {_Payment} is subject at all times to modification pursuant to the {_DAO}’s governance framework. In no event shall the {_DAO} be responsible for any fees or other payments to the {_Contributor} except as expressly set forth in this {_Agreement}. CodersNote=Optional: @@ -153,7 +153,7 @@ CodersNote=The remaining signature part is also defaulted to Agt-Form-CmA **_[Remainder of page intentionally left blank]_** -The undersigned have executed this DAOContributor Agreement as of the Effective Date. +The undersigned have executed this DAO Contributor Agreement as of the Effective Date. **DAO**: From f08752b399e65521770853f070cdcc3909c846bb Mon Sep 17 00:00:00 2001 From: hazardj Date: Tue, 12 Oct 2021 09:42:13 -0700 Subject: [PATCH 4/7] Giving the Sections "semantic" names - Service, Comp, IP, Conf, etc. --- PO/DAO-Contributor-Agreement/Form/0.md | 87 ++++++++++--------- ...cme-Ang_ContributorAgreement_2021-10-11.md | 6 +- 2 files changed, 50 insertions(+), 43 deletions(-) diff --git a/PO/DAO-Contributor-Agreement/Form/0.md b/PO/DAO-Contributor-Agreement/Form/0.md index 528402d..e2229c5 100644 --- a/PO/DAO-Contributor-Agreement/Form/0.md +++ b/PO/DAO-Contributor-Agreement/Form/0.md @@ -5,94 +5,98 @@ CodersNote=We use the default Agt-Form-CmA format: /=This DAO Contributor Agreement (the “**_Agreement_**”) is entered into between the organization known as [Name of DAO] (the “**_DAO_**”) and the contributor named on the signature page hereto (the “**_Contributor_**”) as of [Date of Agreement] (“**_Effective Date_**”). The DAO and the Contributor agree as follows: -1.Ti=Services +Service.Ti=Services -1.sec=The {_Contributor} agrees to consult with and provide such services to the {_DAO} from time to time as are mutually agreed by the parties (the “{Def.Services.Target}”). +Service.sec=The {_Contributor} agrees to consult with and provide such services to the {_DAO} from time to time as are mutually agreed by the parties (the “{Def.Services.Target}”). +Service.=[G/Z/Base] -2.Ti=Consideration +Comp.Ti=Consideration -2.1.sec=As the sole consideration due to the {_Contributor} for the {_Services}, the {_DAO} will provide such stablecoins or other cryptocurrency or assets as the {_DAO} and {_Contributor} shall separately agree (the “{Def.Payment.Target}”), provided, however, that {_Contributor} acknowledges and agrees that the amount, form and timing of the {_Payment} is subject at all times to modification pursuant to the {_DAO}’s governance framework. In no event shall the {_DAO} be responsible for any fees or other payments to the {_Contributor} except as expressly set forth in this {_Agreement}. +Comp.Base.sec=As the sole consideration due to the {_Contributor} for the {_Services}, the {_DAO} will provide such stablecoins or other cryptocurrency or assets as the {_DAO} and {_Contributor} shall separately agree (the “{Def.Payment.Target}”), provided, however, that {_Contributor} acknowledges and agrees that the amount, form and timing of the {_Payment} is subject at all times to modification pursuant to the {_DAO}’s governance framework. In no event shall the {_DAO} be responsible for any fees or other payments to the {_Contributor} except as expressly set forth in this {_Agreement}. CodersNote=Optional: -2.2.sec=The {_Contributor} shall also be entitled to reimbursement for reasonable, documented expenses for which the {_Contributor} receives prior written approval from the {_DAO}. +Comp.ExpenseReimburse.sec=The {_Contributor} shall also be entitled to reimbursement for reasonable, documented expenses for which the {_Contributor} receives prior written approval from the {_DAO}. -2.=[G/Z/ol/s2] +Comp.sec=
  1. {Comp.Base.sec}
  2. {Comp.ExpenseReimburse.sec}
+Comp.=[G/Z/Base] -3.Ti=Ownership +IP.Ti=Ownership -3.sec=The {_Contributor} shall own all intellectual property and related rights throughout the world that arise in whole or part out of, or in connection with, the {_Services} or any {_Proprietary_Information} (“{Def.Inventions.Target}”). Notwithstanding the foregoing, the {_Contributor} shall grant the {_DAO} a free, nonexclusive license to use the Inventions. +IP.sec=The {_Contributor} shall own all intellectual property and related rights throughout the world that arise in whole or part out of, or in connection with, the {_Services} or any {_Proprietary_Information} (“{Def.Inventions.Target}”). Notwithstanding the foregoing, the {_Contributor} shall grant the {_DAO} a free, nonexclusive license to use the Inventions. +IP.=[G/Z/Base] -4.Ti=Proprietary Information +Conf.Ti=Proprietary Information -4.1.sec=The {_Contributor} agrees that all Inventions and other business, technical and financial information (including, without limitation, the identity of and information relating to {_DAO}’s members, contributors or grant applicants) the {_Contributor} obtains from or assigns to the {_DAO}, or learns in connection with the {_Services}, constitute “{Def.Proprietary_Information.Target}.” The {_Contributor} will hold in confidence and not disclose or, except in performing the {_Services} or as otherwise permitted by the {_DAO}, use any {_Proprietary_Information}. +Conf.1.sec=The {_Contributor} agrees that all Inventions and other business, technical and financial information (including, without limitation, the identity of and information relating to {_DAO}’s members, contributors or grant applicants) the {_Contributor} obtains from or assigns to the {_DAO}, or learns in connection with the {_Services}, constitute “{Def.Proprietary_Information.Target}.” The {_Contributor} will hold in confidence and not disclose or, except in performing the {_Services} or as otherwise permitted by the {_DAO}, use any {_Proprietary_Information}. -4.2.sec=However, the {_Contributor} shall not be so obligated with respect to information that (i) the {_Contributor} can document is or becomes readily publicly available without restriction through no fault of the {_Contributor}, or (ii) that the {_Contributor} knew without restriction prior to its disclosure by the {_DAO}. +Conf.2.sec=However, the {_Contributor} shall not be so obligated with respect to information that (i) the {_Contributor} can document is or becomes readily publicly available without restriction through no fault of the {_Contributor}, or (ii) that the {_Contributor} knew without restriction prior to its disclosure by the {_DAO}. -4.3.sec=Upon termination or as otherwise requested by the {_DAO}, the {_Contributor} will promptly return to the {_DAO} all items and copies containing or embodying {_Proprietary_Information}. +Conf.3.sec=Upon termination or as otherwise requested by the {_DAO}, the {_Contributor} will promptly return to the {_DAO} all items and copies containing or embodying {_Proprietary_Information}. -4.4.sec=Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), the {_Contributor} shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. +Conf.4.sec=Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), the {_Contributor} shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. -4.=[G/Z/ol/s4] +Conf.=[G/Z/ol/s4] -5.Ti=Termination +Terminate.Ti=Termination -5.sec=Either party may terminate this {_Agreement} at any time, for any reason, by giving the other written notice (including email). Notwithstanding any such termination, Sections {2.Xnum} through {8.Xnum} of this {_Agreement} and any remedies for breach of this {_Agreement} shall survive any termination or expiration. +Terminate.sec=Either party may terminate this {_Agreement} at any time, for any reason, by giving the other written notice (including email). Notwithstanding any such termination, Sections {Comp.Xnum} through {Indemnify.Xnum} of this {_Agreement} and any remedies for breach of this {_Agreement} shall survive any termination or expiration. +Terminate.=[G/Z/Base] -6.Ti=Relationship of the Parties; Promotional Rights +Relationship.Ti=Relationship of the Parties; Promotional Rights -6.1.sec=Notwithstanding any provision hereof, for all purposes of this {_Agreement}, each party shall be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and shall not bind nor attempt to bind the other to any contract. The {_Contributor} shall not be eligible to participate in any of the {_DAO}’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. +Relationship.1.sec=Notwithstanding any provision hereof, for all purposes of this {_Agreement}, each party shall be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and shall not bind nor attempt to bind the other to any contract. The {_Contributor} shall not be eligible to participate in any of the {_DAO}’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. -6.2.sec=The {_DAO} may use and authorize the use of the {_Contributor}’s name (as represented to the {_DAO} by the {_Contributor}) in promotional materials, websites and the like. The {_DAO} will confirm in writing with the {_Contributor} should the {_Contributor}’s name be shared “publicly”, publicly defined as available to anybody via the world wide web without any direct sharing or password protections on pages. The {_Contributor} will also follow protocol for online social media posting and sharing that the {_DAO} shares and may update from time to time. +Relationship.2.sec=The {_DAO} may use and authorize the use of the {_Contributor}’s name (as represented to the {_DAO} by the {_Contributor}) in promotional materials, websites and the like. The {_DAO} will confirm in writing with the {_Contributor} should the {_Contributor}’s name be shared “publicly”, publicly defined as available to anybody via the world wide web without any direct sharing or password protections on pages. The {_Contributor} will also follow protocol for online social media posting and sharing that the {_DAO} shares and may update from time to time. -6.=[G/Z/ol/s2] +Relationship.=[G/Z/ol/s2] -7.Ti=No Conflicts; Enforcement of Policies +Ethics.Ti=No Conflicts; Enforcement of Policies -7.1.sec=The {_Contributor} represents and warrants that neither this {_Agreement} nor the performance thereof will conflict with or violate any obligation of the {_Contributor} or right of any third party. +Ethics.1.sec=The {_Contributor} represents and warrants that neither this {_Agreement} nor the performance thereof will conflict with or violate any obligation of the {_Contributor} or right of any third party. CodersNote=Optional: -7.2.sec=The {_Contributor} acknowledges and agrees that all members of and contributors to this Community are responsible for ensuring that every other member and contributor follows the {_DAO}’s Code of Conduct (the “{Def.Code.Target}”), as available on the {_DAO}’s Notion page and previously made available to the {_Contributor}. The {_Contributor} agrees that if they witness a violation of the {_Code}, they will report it to an administrator or similar authority designated by the {_DAO}, which may include a registry or other protocol for automating disclosures and dispute resolution ("{Def.Administrators.Target}"). The {_Contributor} further acknowledges that if they do not follow the {_Code}, the {_Administrators} may edit the {_Contributor}’s posts and remove them from the {_DAO} and/or the {_DAO}’s online coordination system(s). Whether to take any enforcement action is in the complete discretion of the {_Administrators}. +Ethics.2.sec=The {_Contributor} acknowledges and agrees that all members of and contributors to this Community are responsible for ensuring that every other member and contributor follows the {_DAO}’s Code of Conduct (the “{Def.Code.Target}”), as available on the {_DAO}’s Notion page and previously made available to the {_Contributor}. The {_Contributor} agrees that if they witness a violation of the {_Code}, they will report it to an administrator or similar authority designated by the {_DAO}, which may include a registry or other protocol for automating disclosures and dispute resolution ("{Def.Administrators.Target}"). The {_Contributor} further acknowledges that if they do not follow the {_Code}, the {_Administrators} may edit the {_Contributor}’s posts and remove them from the {_DAO} and/or the {_DAO}’s online coordination system(s). Whether to take any enforcement action is in the complete discretion of the {_Administrators}. -7.=[G/Z/para/s2] +Ethics.=[G/Z/ol/s2] -8.Ti=Waiver of Claims; Limitation of Liability +Indemnify.Ti=Waiver of Claims; Limitation of Liability -8.sec=Notwithstanding anything to the contrary in this {_Agreement}, each party (the “{Def.Indemnifying_Party.Target}”) shall indemnify the other party and such other party’s affiliates (each such person an “{Def.Indemnified_Party.Target}”), against, and hold them harmless from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) suffered or incurred by any such {_Indemnified_Party} arising from or relating to any failure by the {_Indemnifying_Party} to comply with any applicable agreement or obligation under this {_Agreement} or the breach of any representation or warranty given herein. In addition, the {_Contributor} acknowledges and agrees that it shall not directly or indirectly take any action against a {_DAO} member or contributor under a general partnership theory of liability. +Indemnify.sec=Notwithstanding anything to the contrary in this {_Agreement}, each party (the “{Def.Indemnifying_Party.Target}”) shall indemnify the other party and such other party’s affiliates (each such person an “{Def.Indemnified_Party.Target}”), against, and hold them harmless from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) suffered or incurred by any such {_Indemnified_Party} arising from or relating to any failure by the {_Indemnifying_Party} to comply with any applicable agreement or obligation under this {_Agreement} or the breach of any representation or warranty given herein. In addition, the {_Contributor} acknowledges and agrees that it shall not directly or indirectly take any action against a {_DAO} member or contributor under a general partnership theory of liability. +Indemnify.=[G/Z/Base] -9.Ti=Miscellaneous +Misc.Ti=Miscellaneous -9.1.sec=This {_Agreement} and the {_Services} performed hereunder are personal to the {_Contributor} and the {_Contributor} shall not have the right or ability to assign, transfer or subcontract any obligations under this {_Agreement} without the written consent of the {_DAO}. Any attempt to do so shall make the {_Agreement} void. The {_DAO} shall be free to transfer any of its rights under this {_Agreement} to a third party. +Misc.1.sec=This {_Agreement} and the {_Services} performed hereunder are personal to the {_Contributor} and the {_Contributor} shall not have the right or ability to assign, transfer or subcontract any obligations under this {_Agreement} without the written consent of the {_DAO}. Any attempt to do so shall make the {_Agreement} void. The {_DAO} shall be free to transfer any of its rights under this {_Agreement} to a third party. -9.2.sec=Any breach of Sections 3 or 4 will cause irreparable harm to the {_DAO} for which damages would not be an adequate remedy, and therefore, the {_DAO} shall be entitled to injunctive relief with respect thereto in addition to any other remedies. +Misc.2.sec=Any breach of Sections 3 or 4 will cause irreparable harm to the {_DAO} for which damages would not be an adequate remedy, and therefore, the {_DAO} shall be entitled to injunctive relief with respect thereto in addition to any other remedies. -9.3.sec=This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this {_Agreement} shall be effective unless in writing and signed by both parties. This {_Agreement} may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. +Misc.3.sec=This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this {_Agreement} shall be effective unless in writing and signed by both parties. This {_Agreement} may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -9.4.sec=Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. +Misc.4.sec=Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. -9.5.sec=In the event that any provision of this {_Agreement} is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this {_Agreement} shall otherwise remain in full force and effect and enforceable. +Misc.5.sec=In the event that any provision of this {_Agreement} is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this {_Agreement} shall otherwise remain in full force and effect and enforceable. -9.6.sec=This {_Agreement} shall be governed by and construed in accordance with the laws of {Law.State.the} without regard to the conflicts of law provisions thereof. +Misc.6.sec=This {_Agreement} shall be governed by and construed in accordance with the laws of {Law.State.the} without regard to the conflicts of law provisions thereof. -9.7.sec=In any action or proceeding to enforce rights under this {_Agreement}, the prevailing party shall be entitled to recover costs and attorneys’ fees. +Misc.7.sec=In any action or proceeding to enforce rights under this {_Agreement}, the prevailing party shall be entitled to recover costs and attorneys’ fees. -9.8.sec=Any notice shall be given in writing by electronic mail or posting to the {_DAO}’s online coordination systems (including, but not limited to, Discord or Telegram) and addressed to the party to be notified at the e-mail address or username as the party may designate by 10 days’ advance written notice to the other party. +Misc.8.sec=Any notice shall be given in writing by electronic mail or posting to the {_DAO}’s online coordination systems (including, but not limited to, Discord or Telegram) and addressed to the party to be notified at the e-mail address or username as the party may designate by 10 days’ advance written notice to the other party. -9.=[G/Z/ol/s8] +Misc.=[G/Z/ol/s8] +sec=
  1. {Service.Sec}
  2. {Comp.Sec}
  3. {IP.Sec}
  4. {Conf.Sec}
  5. {Terminate.Sec}
  6. {Relationship.Sec}
  7. {Ethics.Sec}
  8. {Indemnify.Sec}
  9. {Misc.Sec}
=[G/Agt-Form-CmA/US/0.md] -=[G/Z/ol/9] - CodersNote=No Annex. (Nulling it out.) Annex.Div= @@ -145,9 +149,9 @@ _Indemnifying_Party=Indemnified Party -2.Xnum=2 +Comp.Xnum=2 -8.Xnum=8 +Indemnify.Xnum=8 CodersNote=The remaining signature part is also defaulted to Agt-Form-CmA @@ -183,3 +187,6 @@ The undersigned have executed this DAO Contributor Agreement as of the Effective ** Discord Username:** _____________________ ** [Chain Used for Payments] Wallet Address:** __________________________________ + + + diff --git a/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md b/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md index a431825..0f1abcd 100644 --- a/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md +++ b/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md @@ -6,12 +6,12 @@ Law.=[G/U/Place/US/MA/Suffolk/Boston/Geo] Doc.GUID=Acme-Ang-1234543 -EffectiveDate.YMD=2021-10-11 +EffectiveDate.YMD=2021-10-12 Why.sec=To promote the idea of transparent law. -Note=Eliminating the optional expense reimbursement of 2.2.sec: +Note=Including only the base compensation and eliminating the optional expense reimbursement of 2.2.sec: -2.sec={2.1.sec} +Comp.sec={Comp.Base.sec} =[G/LegalForms/PO/DAO-Contributor-Agreement/Form/0.md] \ No newline at end of file From 71452531d9e034d679025f9e0e4e91af8f1dfd1b Mon Sep 17 00:00:00 2001 From: hazardj Date: Tue, 12 Oct 2021 11:50:34 -0700 Subject: [PATCH 5/7] Expanding the Demo to include ErichDylus's "independent contractor" provisions. --- PO/DAO-Contributor-Agreement/Form/0.md | 34 +++++++++++-------- ...cme-Ang_ContributorAgreement_2021-10-11.md | 12 ++++++- 2 files changed, 31 insertions(+), 15 deletions(-) diff --git a/PO/DAO-Contributor-Agreement/Form/0.md b/PO/DAO-Contributor-Agreement/Form/0.md index e2229c5..75c895b 100644 --- a/PO/DAO-Contributor-Agreement/Form/0.md +++ b/PO/DAO-Contributor-Agreement/Form/0.md @@ -50,11 +50,13 @@ Terminate.=[G/Z/Base] Relationship.Ti=Relationship of the Parties; Promotional Rights -Relationship.1.sec=Notwithstanding any provision hereof, for all purposes of this {_Agreement}, each party shall be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and shall not bind nor attempt to bind the other to any contract. The {_Contributor} shall not be eligible to participate in any of the {_DAO}’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. +Relationship.Independent.sec=Notwithstanding any provision hereof, for all purposes of this {_Agreement}, each party shall be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and shall not bind nor attempt to bind the other to any contract. The {_Contributor} shall not be eligible to participate in any of the {_DAO}’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. -Relationship.2.sec=The {_DAO} may use and authorize the use of the {_Contributor}’s name (as represented to the {_DAO} by the {_Contributor}) in promotional materials, websites and the like. The {_DAO} will confirm in writing with the {_Contributor} should the {_Contributor}’s name be shared “publicly”, publicly defined as available to anybody via the world wide web without any direct sharing or password protections on pages. The {_Contributor} will also follow protocol for online social media posting and sharing that the {_DAO} shares and may update from time to time. +Relationship.UseOfName.sec=The {_DAO} may use and authorize the use of the {_Contributor}’s name (as represented to the {_DAO} by the {_Contributor}) in promotional materials, websites and the like. The {_DAO} will confirm in writing with the {_Contributor} should the {_Contributor}’s name be shared “publicly”, publicly defined as available to anybody via the world wide web without any direct sharing or password protections on pages. The {_Contributor} will also follow protocol for online social media posting and sharing that the {_DAO} shares and may update from time to time. -Relationship.=[G/Z/ol/s2] +Relationship.sec=
  1. {Relationship.Independent.sec}
  2. {Relationship.UseOfName.sec}
+ +Relationship.=[G/Z/Base] Ethics.Ti=No Conflicts; Enforcement of Policies @@ -75,23 +77,25 @@ Indemnify.=[G/Z/Base] Misc.Ti=Miscellaneous -Misc.1.sec=This {_Agreement} and the {_Services} performed hereunder are personal to the {_Contributor} and the {_Contributor} shall not have the right or ability to assign, transfer or subcontract any obligations under this {_Agreement} without the written consent of the {_DAO}. Any attempt to do so shall make the {_Agreement} void. The {_DAO} shall be free to transfer any of its rights under this {_Agreement} to a third party. +Misc.Assign.sec=This {_Agreement} and the {_Services} performed hereunder are personal to the {_Contributor} and the {_Contributor} shall not have the right or ability to assign, transfer or subcontract any obligations under this {_Agreement} without the written consent of the {_DAO}. Any attempt to do so shall make the {_Agreement} void. The {_DAO} shall be free to transfer any of its rights under this {_Agreement} to a third party. + +Misc.Injunction.sec=Any breach of Sections {IP.Xnum} or {Conf.Xnum} will cause irreparable harm to the {_DAO} for which damages would not be an adequate remedy, and therefore, the {_DAO} shall be entitled to injunctive relief with respect thereto in addition to any other remedies. -Misc.2.sec=Any breach of Sections 3 or 4 will cause irreparable harm to the {_DAO} for which damages would not be an adequate remedy, and therefore, the {_DAO} shall be entitled to injunctive relief with respect thereto in addition to any other remedies. +Misc.Entire.sec=This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this {_Agreement} shall be effective unless in writing and signed by both parties. -Misc.3.sec=This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this {_Agreement} shall be effective unless in writing and signed by both parties. This {_Agreement} may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. +Misc.Counterpart.sec=This {_Agreement} may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. -Misc.4.sec=Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. +Misc.Sever.sec=In the event that any provision of this {_Agreement} is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this {_Agreement} shall otherwise remain in full force and effect and enforceable. -Misc.5.sec=In the event that any provision of this {_Agreement} is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this {_Agreement} shall otherwise remain in full force and effect and enforceable. +Misc.Law.sec=This {_Agreement} shall be governed by and construed in accordance with the laws of {Law.State.the} without regard to the conflicts of law provisions thereof. -Misc.6.sec=This {_Agreement} shall be governed by and construed in accordance with the laws of {Law.State.the} without regard to the conflicts of law provisions thereof. +Misc.AttyFee.sec=In any action or proceeding to enforce rights under this {_Agreement}, the prevailing party shall be entitled to recover costs and attorneys’ fees. -Misc.7.sec=In any action or proceeding to enforce rights under this {_Agreement}, the prevailing party shall be entitled to recover costs and attorneys’ fees. +Misc.Notice.sec=Any notice shall be given in writing by electronic mail or posting to the {_DAO}’s online coordination systems (including, but not limited to, Discord or Telegram) and addressed to the party to be notified at the e-mail address or username as the party may designate by 10 days’ advance written notice to the other party. -Misc.8.sec=Any notice shall be given in writing by electronic mail or posting to the {_DAO}’s online coordination systems (including, but not limited to, Discord or Telegram) and addressed to the party to be notified at the e-mail address or username as the party may designate by 10 days’ advance written notice to the other party. +Misc.sec=
  1. {Misc.Assign.sec}
  2. {Misc.Injunction.sec}
  3. {Misc.Entire.sec}
  4. {Misc.Counterpart.sec}
  5. {Misc.Sever.sec}
  6. {Misc.Law.sec}
  7. {Misc.AttyFee.sec}
  8. {Misc.Notice.sec}
-Misc.=[G/Z/ol/s8] +Misc.=[G/Z/Base] sec=
  1. {Service.Sec}
  2. {Comp.Sec}
  3. {IP.Sec}
  4. {Conf.Sec}
  5. {Terminate.Sec}
  6. {Relationship.Sec}
  7. {Ethics.Sec}
  8. {Indemnify.Sec}
  9. {Misc.Sec}
@@ -151,6 +155,10 @@ _Indemnified_Party=I Comp.Xnum=2 +IP.Xnum=3 + +Conf.Xnum=4 + Indemnify.Xnum=8 CodersNote=The remaining signature part is also defaulted to Agt-Form-CmA @@ -188,5 +196,3 @@ The undersigned have executed this DAO Contributor Agreement as of the Effective ** [Chain Used for Payments] Wallet Address:** __________________________________ - - diff --git a/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md b/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md index 0f1abcd..7c4de27 100644 --- a/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md +++ b/PO/Demo/Acme-Ang_ContributorAgreement_2021-10-11.md @@ -14,4 +14,14 @@ Note=Including only the base compensation and eliminating the optional expense r Comp.sec={Comp.Base.sec} -=[G/LegalForms/PO/DAO-Contributor-Agreement/Form/0.md] \ No newline at end of file +Note=Now playing around! We use ErichDylus's "Open-Source-Law" repo for its more extensive provisions on independent contractor status. Note that this (under this rough automation) leaves us with formatting inconsistency. That can be corrected with an additional patch, but showing it raw here. We also need to patch the Defined Terms. + +Relationship.Independent.=[G/Open-Source-Law/PO/Sec/IndependentContractorRelationship/2021-08-24.md] + +_Service_Provider={_Contributor} + +_DAO_Legal_Entity=the {_DAO} legal entity + +_DAO_Party={_DAO} + +=[G/LegalForms/PO/DAO-Contributor-Agreement/Form/0.md] From 2862da209cab9cd7871a6450ca54feaef423059f Mon Sep 17 00:00:00 2001 From: hazardj Date: Sun, 5 Dec 2021 09:52:25 -0800 Subject: [PATCH 6/7] Incorporating changes to include Appendix A - list of persons. --- PO/DAO-Contributor-Agreement/Annex/0.md | 64 +++++++++++++++++++++++++ PO/DAO-Contributor-Agreement/Form/0.md | 13 ++++- 2 files changed, 75 insertions(+), 2 deletions(-) create mode 100644 PO/DAO-Contributor-Agreement/Annex/0.md diff --git a/PO/DAO-Contributor-Agreement/Annex/0.md b/PO/DAO-Contributor-Agreement/Annex/0.md new file mode 100644 index 0000000..617a3bb --- /dev/null +++ b/PO/DAO-Contributor-Agreement/Annex/0.md @@ -0,0 +1,64 @@ +Ti=Appendix A + +1.sec=A person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith; + +2.sec=A {_Senior_Foreign_Political_Figure}, any member of a {_Senior_Foreign_Political_Figure}’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any {_Close_Associate_of_a_Senior_Foreign_Political_Figure}, or a person or entity resident in, or organized or chartered under, the laws of a {_Non-Cooperative_Jurisdiction}; + +3.sec=A person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns; or + +4.sec=A person or entity who gives the {_Contributor} reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a {_Foreign_Shell_Bank}, an “offshore bank,” or a bank organized or chartered under the laws of a {_Non-Cooperative_Jurisdiction}. + +00.sec={Def.sec} + +=[G/Z/ol/s4] + + +Def.Senior_Political_Figure.sec="{Def.Senior_Political_Figure.Target}" means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a {_Senior_Foreign_Political_Figure} includes any corporation, business or other entity that has been formed by, or for the benefit of, a {_Senior_Foreign_Political_Figure}. + +Def.Close_Associate_of_a_Senior_Foreign_Political_Figure.sec="{Def.Close_Associate_of_a_Senior_Foreign_Political_Figure.Target}" means a person who is widely and publicly known internationally to maintain an unusually close relationship with the {_Senior_Foreign_Political_Figure}, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the {_Senior_Foreign_Political_Figure}. + +Def.Non-Cooperative_Jurisdiction.sec=“{Def.Non-Cooperative_Jurisdiction.Target}” means any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur. + +Def.Foreign_Shell_Bank.sec=“{Def.Foreign_Shell_Bank.Target}” means a {_Foreign_Bank} without a {_Physical_Presence} in any country, but does not include a {_Regulated_Affiliate}. + +Def.Foreign_Bank.sec=A “{Def.Foreign_Bank.Target}” means an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a {_Foreign_Bank}. + +Def.Physical_Presence.sec=“{Def.Physical_Presence.Target}” means a place of business that is maintained by a {_Foreign_Bank} and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the {_Foreign_Bank} is authorized to conduct banking activities, at which location the {_Foreign_Bank} (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the {_Foreign_Bank} to conduct banking activities. + +Def.Regulated_Affiliate.sec=“{Def.Regulated_Affiliate.Target}” means a {_Foreign_Shell_Bank} that is an affiliate of a depository institution, credit union or {_Foreign_Bank} that maintains a {_Physical_Presence} in the U.S. or a foreign country regulating such affiliated depository institution, credit union or {_Foreign_Bank}. + +Def.sec=
  • {Def.Senior_Political_Figure.sec}
  • {Def.Close_Associate_of_a_Senior_Foreign_Political_Figure.sec}
  • {Def.Non-Cooperative_Jurisdiction.sec}
  • {Def.Foreign_Shell_Bank.sec}
  • {Def.Foreign_Bank.sec}
  • {Def.Physical_Presence.sec}
  • {Def.Regulated_Affiliate.sec}
+ + +Def.Senior_Political_Figure.Target={_Senior_Political_Figure} + +Def.Close_Associate_of_a_Senior_Foreign_Political_Figure.Target={_Close_Associate_of_a_Senior_Foreign_Political_Figure} + +Def.Non-Cooperative_Jurisdiction.Target={_Non-Cooperative_Jurisdiction} + +Def.Foreign_Bank.Target={_Foreign_Bank} + +Def.Foreign_Shell_Bank.Target={_Foreign_Shell_Bank} + +Def.Physical_Presence.Target={_Physical_Presence} + +Def.Regulated_Affiliate.Target={_Regulated_Affiliate} + +_Senior_Foreign_Political_Figure=Senior Foreign Political Figure + +_Close_Associate_of_a_Senior_Foreign_Political_Figure=Close Associate of a Senior Foreign Political Figure + +_Non-Cooperative_Jurisdiction=Non-Cooperative Jurisdiction + +_Contributor=Contributor + +_Senior_Political_Figure=Senior Political Figure + +_Foreign_Bank=Foreign Bank + +_Foreign_Shell_Bank=Foreign Shell Bank + +_Physical_Presence=Physical Presence + +_Regulated_Affiliate=Regulated Affiliate + diff --git a/PO/DAO-Contributor-Agreement/Form/0.md b/PO/DAO-Contributor-Agreement/Form/0.md index 75c895b..bbdb798 100644 --- a/PO/DAO-Contributor-Agreement/Form/0.md +++ b/PO/DAO-Contributor-Agreement/Form/0.md @@ -67,7 +67,11 @@ CodersNote=Optional: Ethics.2.sec=The {_Contributor} acknowledges and agrees that all members of and contributors to this Community are responsible for ensuring that every other member and contributor follows the {_DAO}’s Code of Conduct (the “{Def.Code.Target}”), as available on the {_DAO}’s Notion page and previously made available to the {_Contributor}. The {_Contributor} agrees that if they witness a violation of the {_Code}, they will report it to an administrator or similar authority designated by the {_DAO}, which may include a registry or other protocol for automating disclosures and dispute resolution ("{Def.Administrators.Target}"). The {_Contributor} further acknowledges that if they do not follow the {_Code}, the {_Administrators} may edit the {_Contributor}’s posts and remove them from the {_DAO} and/or the {_DAO}’s online coordination system(s). Whether to take any enforcement action is in the complete discretion of the {_Administrators}. -Ethics.=[G/Z/ol/s2] +Note=Added 2021-12-04 https://github.com/LarryFlorio/LegalForms/commit/fd570e5eb7522ed4b7f37b6e8dae81822b11781a + +Ethics.3.sec=The {_Contributor} also represents and warrants that neither they nor (if an entity), to the best of its knowledge and belief after due inquiry, any of its beneficial owners, nor any person or entity controlled by, controlling or under common control with the {_Contributor} or its beneficial owners or related persons is included in any list described on Appendix {Annex.A.Xnum} to this {_Agreement}. + +Ethics.=[G/Z/ol/s3] Indemnify.Ti=Waiver of Claims; Limitation of Liability @@ -101,9 +105,12 @@ sec=
  1. {Service.Sec}
  2. {Comp.Sec}
  3. {IP.Sec}
  4. {Conf.Sec} =[G/Agt-Form-CmA/US/0.md] + CodersNote=No Annex. (Nulling it out.) -Annex.Div= +Annex.=[G/LegalForms/PO/DAO-Contributor-Agreement/Annex/0.md] + +Annex.Ti=Appendix A CodersNote=Supporting snippets: @@ -161,6 +168,8 @@ Conf.Xnum=4 Indemnify.Xnum=8 +Annex.A.Xnum=A + CodersNote=The remaining signature part is also defaulted to Agt-Form-CmA **_[Remainder of page intentionally left blank]_** From 334d9dcc12b249fe5ea00748e4287965e6389543 Mon Sep 17 00:00:00 2001 From: hazardj Date: Sun, 5 Dec 2021 10:00:28 -0800 Subject: [PATCH 7/7] Making the hyperlinks to defined terms in the Annex link directly there. --- PO/DAO-Contributor-Agreement/Annex/0.md | 18 +++++++++--------- 1 file changed, 9 insertions(+), 9 deletions(-) diff --git a/PO/DAO-Contributor-Agreement/Annex/0.md b/PO/DAO-Contributor-Agreement/Annex/0.md index 617a3bb..8cbe5c0 100644 --- a/PO/DAO-Contributor-Agreement/Annex/0.md +++ b/PO/DAO-Contributor-Agreement/Annex/0.md @@ -44,21 +44,21 @@ Def.Physical_Presence.Target={_Physical_Presence} Def.Regulated_Affiliate.Target={_Regulated_Affiliate} -_Senior_Foreign_Political_Figure=Senior Foreign Political Figure +_Senior_Foreign_Political_Figure=Senior Foreign Political Figure -_Close_Associate_of_a_Senior_Foreign_Political_Figure=Close Associate of a Senior Foreign Political Figure +_Close_Associate_of_a_Senior_Foreign_Political_Figure=Close Associate of a Senior Foreign Political Figure -_Non-Cooperative_Jurisdiction=Non-Cooperative Jurisdiction +_Non-Cooperative_Jurisdiction=Non-Cooperative Jurisdiction -_Contributor=Contributor +_Contributor=Contributor -_Senior_Political_Figure=Senior Political Figure +_Senior_Political_Figure=Senior Political Figure -_Foreign_Bank=Foreign Bank +_Foreign_Bank=Foreign Bank -_Foreign_Shell_Bank=Foreign Shell Bank +_Foreign_Shell_Bank=Foreign Shell Bank -_Physical_Presence=Physical Presence +_Physical_Presence=Physical Presence -_Regulated_Affiliate=Regulated Affiliate +_Regulated_Affiliate=Regulated Affiliate