### *DRAFT*

## The Parties to this Grant Agreement are:

Tangle DAO LLC, a no-profit company duly organized and existing under the laws of the Republic of Marshall Islands (herein "Grantor"), having its principal office at XXX and represented by Mr. JD Sutton, Program Lead of The Tangle DAO LLC.

and

XXX, a company/association/entity duly organized and existing under the laws of XXX (herein "Grantee"), having its principal office at XXX and represented by XXX, [legal representative/other], referred to collectively as the Parties and each individually as a Party.

## 1. Introduction and Definitions

In this Agreement:

**“Agreement”** means this grant agreement.

**“Applicable Laws”** means the law of the Republic of the Marshall Islands and any other law which is applicable to this Agreement whether directly or through reference or renvoi on the basis of any private international law applicable herein.

**“Confidential Information”** means all information which has either been reasonably designated as confidential by either Party in writing or which ought to be considered as confidential (however it is conveyed or on whichever medium it is stored) including information which relates to the business, affairs, properties, assets, trading practices, services, developments, trade secrets, intellectual property rights, know-how, personnel, customers and suppliers of either Party, all personal data and sensitive personal data within the meaning of the Regulation EU 2016/679 and other privacy legislation of other jurisdictions. However, Confidential information does not include information which are public or have become public or were already known by the receiving Party or have been communicated to one of the Parties by a third party. The information contained in Exhibit A are Confidential Information.

**“Audit"** means an assessment of the Project by the Grantor or one or more persons appointed by the Grantor. The Audit will assess the Project on the basis of value for money, impact and delivery of outputs. Evidence will be collected through a review of paper documents and interviews with stakeholders;

**“Auditor”** means the person who performs an Audit. This will be one of the following Tangle DAO LLC Program Lead, Co-Lead, and/or Grant Manager.

**“Fiat”** means any of the available fiat currencies, including but not limited to US dollar, Euro, Great Britain Pound.

**“Final Report”** means the final report that the Grantee will have to submit to the Grantor as specified in Article 7.2.

**“Funding Period”** means the period during which the Grant is disbursed if the Grant is provided in separated instalments.

**“Grant”** means the sum or sums of Fiat or Tokens to be provided as a grant to the Grantee in accordance with this Agreement. The Grant is a pure form of donation which means that, in accordance with the terms of this Agreement, the Grantee will not have to give back to the Grantor the Grant as well as not to pay any form of interest on it.

**“Prohibited Activity”** means: illegal or terrorist activities, money laundering or any activities which are subject to Sanctions or are, directly or indirectly, not in compliance with, prohibited under, or violate, the Applicable Laws;

**“Project”** means the project as described in Exhibit A and comprised of the outputs and activities set out in the Exhibit A and that will be funded, in full or in part, with the Grant.

**“Project Implementation”** means all the activity, specifically indicated in Exhibit A, which the Grantee undertakes in order to deliver the Project which is being funded under this Agreement.

**“Quarterly Grant Report”** means the report that each quarterly the Grantee will have to submit to the Grantor as specified in Article 7.1.1.

**“Sanctioning Entity”** means the United Nations Security Council (UNSC), the Office of Foreign Assets Control of the Department of Treasury of the United States of America (OFAC), The United States Bureau of Industry and Security (BIS), the European Union (EU).

**“Sanctions”** means any restrictions set by a Sanctioning Entity, including but not limited to diplomatic, travel, trade or financial sanctions or embargoes or inclusion in whatsoever form of blacklist or restricted list, including but not limited to US special designated nationals, US blocked persons list or EU financial sanctions list.

**“Staff”** means all persons employed or otherwise used (whether consultants or external providers) by the Grantee to perform its obligations under this Agreement.

**“Tokens”** means the following tokens XXX which will be transferred by the Grantor to fund the Grantee.

## 2. Grant Offer

**2.1** The Grantor offers to transfer the Grantee the sum of XXX, to be paid in Fiat or Tokens, at the sole and absolute discretion of the Grantor, on condition that the Grantee complies fully with the terms of this Agreement.

**2.2** The Grantee acknowledges that the Grantor only agrees to pay the Grant as set out in 2.1 but is not obliged to provide to the Grantee any additional funding notwithstanding any necessity or unexpected event related to the Project.

## 3. Purpose of the Grant

**3.1** The Grantor is providing the Grant for the expenditures incurred by the Grantee to implement the Project as described and in relation to the outputs and activities set out in Exhibit A.

**3.2** The Grantee accepts responsibility for the proper use and administration of all funding and the Grant provided under this Agreement and undertakes to use such Grant only for the purpose of carrying out the Project in accordance with the Project outputs and activities set out in Exhibit A.

**3.3** The Grant must not be used to support activities or actions which are intended to perform, execute, promote or support, directly or indirectly, Prohibited Activities.

**3.4** Where the Grantee intends to apply to a third party for other funding for the Project, it will notify the Grantor in advance of its intention to do so and, where such co-funding is permitted and obtained, it will provide the Grantor with details of the amount and purpose of that funding.

**3.5** The Grantor is a non-profit company incorporated under the laws of the Republic of Marshall Islands and the Grant is a donation which the Grantee will not have to give back or to remunerate with the payment of interests and, accordingly, the Grantee will not have to issue to the Grantor any invoice or any other document related to payments done in case of business activities. The Grantee here acknowledges that the fact that the Grant may not be considered to be, under the tax law of its own jurisdiction, a donation or a Grant is not a responsibility of the Grantor. In case of any tax investigation or investigation by public authorities in relation to the Grant, the Grantor will cooperate in good faith with the Grantee to demonstrate to the public authorities that the Grantor is a non-profit entity and that the Grant was a grant and not a loan or a payment for a service but, ultimately, the Grantee will only be responsible for the payment of sanctions or fines in relation to any decision issued by the tax authorities or the public authorities of its own jurisdiction. For the avoidance of doubt, the Grantor will not be responsible under any circumstances for compensating the Grantee for any sanctions or fines imposed by, and paid to, the tax agency or the public authorities of the country where the Grantee resides or, in any case, to which is subject.

## 4. Grant Funding Period

**4.1** The grant Funding Period is from [Start Date] to [End Date].

**4.2** Project Implementation will begin on the day after the last of the two Parties signs this Grant Agreement.

## 5. Timing of Grant payments

**5.1** Payment will be made in XXX instalments to be made at the following dates/ in one instalment to be made at the following date

**5.2** The Grantor will not authorise payment unless the Grantee has:

1. signed and returned a copy of this Agreement to the Grantor;

1. completed the Grantor’s required KYC procedure contained in Exhibit B here attached;

**5.3** The Grantor reserves the right to interrupt all or any payments of the Grant if, at its sole discretion, the Grantee has infringed, or has not complied, with the terms of this Agreement.

## 6. Reduction and Recovery of Grant

**6.1** If the Grantee is wound up or goes into liquidation, administration, receivership or bankruptcy, or enters into any compromise or other arrangement of its debts with its creditors, the Grantor will be entitled to suspend any further disbursement of the Grant. Also If the Grantor determines, on the basis of the Quarterly Grant Report or for any other reason, that the Grantee does not provide the milestone deliverables, or end of project deliverables to the committee's satisfication in regards to what was written and portrayed within the grant submission, the Grantor will be entitled to reject milestone and end of project payments.

**6.2** If the Grantor makes an overpayment to the Grantee, it will seek recovery of all sums overpaid. The Grantee will repay any overpayment to the Grantor within thirty (30) calendar days of receiving a written request from the Grantor to make a repayment. If there is a dispute between the Parties about the overpayment, repayment will not be made until the dispute has been resolved.

## 7. Managing the Grant

### Reporting

**7.1** The Grantee will provide a Quarterly Grant Report every three (3) months during the Funding Period starting from XXX.

**7.1.1** The Quarterly Grant Report will:
1. Describe the Project activities completed and what milestone(s) such activities pertain to, and the results achieved.
1. Describe what activities are outstanding and which are required to complete the current focus milestone(s).
1. Describe what percentage of the project milestone(s) budget and total budget has been used.
1. Describe clearly the financial situation of the Project and the company or the entity which is running it.
1. The above assessment points should be shown as compared to the proposals as set out in Exhibit A.

**7.2** When the Project has been completed, the Grantee will prepare and send a Final Report to the Grantor within 90 days after completing the final deliverable. This report will contain a detailed summary and breakdown of the final deliverable(s) and milestones and whether each went over, under, or met the defined budget, and a summary as to why. The report will also summarize all deliverables, including the final deliverable and milestones, whether they were completed per the grantee submission and done so successfully per the grant. The Grantor reserves the right to make the final payment after the examination and the approval of the Final Report.

### Monitoring and Audit

**7.3** The Grantor will monitor the progress of the Project throughout the Funding Period and reserves the right to:
1. Carry out an Audit, after giving reasonable notice
1. The assigned auditor may be the program lead, co-lead, or assigned grant manager

**7.4** The method and timing of the Audit Visit, and the Audit of the Project, will be at the Grantor’s discretion.

**7.5** The Grantee will make staff available to meet with, answer questions and provide management information to the Grantor or the Auditor appointed by the Grantor.

## 8. Uses of grant funding

### Procurement

**8.1** The Grantee must obtain value for money when using grant funding and will act in a fair, open and non-discriminatory manner when buying goods and services.

**8.2** The Grantee will follow its own procurement guidelines and procedures when buying goods and services using funding provided under this Agreement.

**8.3** If the Grantor requests information from the Grantee about the use of funding provided under this Agreement for procurement, the Grantee will provide sufficient information to show that its procurement processes are transparent, fair, non-discriminatory, legal and allow for competition and were cost-effective.

## 9. Records to be kept

**9.1** The Grantee will ensure that all original documents are retained for a period of one (1) year after the end of this Grant Agreement and will provide these in digital copy to the Grantor, if requested within this period.

## 10. Audit and Inspection

**10.1** The Grantor may request reasonable access for its authorised representatives, after giving the Grantee notice, to:
1. Project sites which the Grantee owns or occupies and where any activity in support of the Project has been undertaken; and/or
1. Records (however these are stored, even digitally) which show how grant funding for the Project has been used.

## 11. Compliance

**11.1** The Grantee must ensure that it complies with any applicable law or organisational directions and regulations which are binding on it.

**11.2** The Grantee will also cooperate with the Grantor (to the fullest extent permissible and consistent with its obligations under any applicable law or rules) to enable the Grantor’s compliance with its obligations under the legislation referred to in clause 11.1 or other applicable legislation which is applicable under this Grant Agreement.

## 12. Transparency

**12.1** The Grantor may request information about the implementation and operation of the Project. Where the Grantor makes such a request, the Grantor will provide the Grantee with the reason for its request.

**12.2** The Grantee is committed to the principle of transparency and, subject to any applicable law and/or binding internal procedure, the Grantee will make available to the Grantor such information, as may be requested, relating to the implementation and the operations of the Project.

## 13. Confidentiality

**13.1** Each Party will keep the other’s Confidential Information safe and will not disclose it to a third person without the original owner’s prior written consent unless disclosure is expressly permitted by this Agreement.

**13.2** Parties may disclose the other Party’s Confidential Information to their Staff who are directly involved in the implementation of the Project and who need to know the information. Where they make such disclosure, Parties will ensure that such Staff are:
1. Aware of and comply with the confidentiality obligations under this Agreement; and
1. Do not use any of the Confidential information that is received for purposes other than the implementation of the Project and in line with this Agreement.

**13.3** Clause 13.1 will not apply to the disclosure of information that:
1. Is a requirement of law placed upon the Party making the disclosure by an order of a court of competent jurisdiction;
1. Occurs because information was in the possession of the Party making the disclosure without any obligation of confidentiality to the information owner and prior to any disclosure;
1. Was obtained from a third party who was not subject to an obligation of confidentiality;
1. Was already in the public domain at the time of disclosure and this was not due to a breach of this Agreement; or
1. Was developed independently without access to the other Party's confidential information.

**13.4** Nothing in this clause will prevent either Party from using any techniques, ideas or know-how gained during the performance of this Agreement in the course of its normal business so long as this use does not result in a use or a disclosure of the other Party's Confidential Information or an infringement of the other Party’s or a third party’s intellectual property rights.

## 14. Publicity – Acknowledgement of Funding

**14.1** The Grantee must consult the Grantor regarding the content of any promotion or publicity regarding the Project particularly if it proposes to use any of the Grantor’s branding or logos and is obliged to obtain the Grantor’s written consent before using any such content.

## 15. Amendment of this Grant Agreement

**15.1** This Grant Agreement may be amended only by written agreement of the Parties and such amendments must be recorded in writing, signed by both Parties and attached to the signed original of this Agreement.

## 16. Breach of Grant Conditions and Termination

### Temporary Suspension of performance

**16.1** Either Party may notify the other of any event or matter which was neither caused by the Parties nor is within the control of the Parties which prevents, delays or is likely to prevent or delay the performance of its obligations under this Grant Agreement. In this situation, the Parties may agree to suspend the performance of obligations under this Grant Agreement temporarily for a period of up to one (1) calendar month.

### Termination

**16.2** Either Party may terminate this Agreement at any time by giving at least three (3) months written notice to the other Party.

**16.3** The Grantor may by notice in writing to the Grantee terminate this Agreement with immediate effect if any of the following events occur:
1. The Grantee intends to use, has used in the past, or uses the Grant for purposes other than those for which they have been awarded;
1. The Grantee is, in the reasonable opinion of the Grantor, executing the Project in a negligent manner; in this context negligence includes but is not limited to failing to comply with Article 3.3 of this Agreement;
1. The Grantee obtains duplicate funding from a third party for the Project;
1. The Grantee commits or committed a Prohibited Activity or fails to report a Prohibited Activity to the Grantor, whether committed by the Grantee or a third party as soon as they become aware of it;
1. The Grantee is subject to Sanctions;
1. The Grantee is damaging the Grantor reputation or name;
1. The Grantor determines (acting reasonably) that any director or employee or one of the shareholders of the Grantee has:
1. Acted dishonestly or negligently at any time during the term of this Agreement and to the detriment of the Grantor; or
1. Taken any actions which unfairly bring or are likely unfairly to bring the Grantor’s name or reputation and/or the Grantor into disrepute. Actions include omissions in this context;
1. Executed, supported or be involved in an action which is, directly or indirectly, a Prohibited Activity;
1. Is subject to Sanctions;
1. The Grantee commits a material breach of the Agreement;
1. The Grantee fails to comply with any of the Terms and Conditions set out in the Agreement and fails to rectify such breach within thirty (30) days of receiving written notice from the Grantor detailing the failure.

**16.4** If the Grantor terminates this Agreement in accordance with clause 16.3, the Grantor will not make any further disbursement to the Grantee notwithstanding the state of development of the Project.

## 17. Liability and Indemnity

**17.1** The Grantee agrees to indemnify the Grantor for any costs, claims, damage or losses which arise as a result of negligence by the Grantee or out of any breach by the Grantee of any terms of this Agreement.

## 18. Grantee responsibility for Staff

**18.1** The Grantee undertakes to provide adequate supervision of and care for its Staff, agents and representatives.

## 19. Intellectual Property Rights

**19.1** Any intellectual property rights which arise in the course of the implementation of the Project by the Grantee will belong to the Grantee.

**19.2** Except as provided for in clause 19.1 above, this Agreement will not grant either Party any rights over the other Party’s intellectual property rights. In particular, neither Party will own or assert any interest in the other Party’s existing intellectual property rights.

**19.3** The Grantee warrants that it will take all reasonable steps to ensure that its implementation of the Project under this Agreement will not infringe any intellectual property rights of any third Party. The Grantee agrees to indemnify and hold the Grantor harmless against all liability, loss, damage, costs and expenses (including legal costs) which the Grantor may incur or suffer as a result of any claim of alleged or actual infringement of a third party’s intellectual property rights arising out of the Grantee’s negligent implementation of the Project.

## 20. Entire Agreement

**20.1** This Grant Agreement constitutes the entire agreement between the Parties and supersedes all negotiations, representations or agreements either written or oral preceding it.

## 21. Final provisions

**21.1** Should any provision of this Contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of this Agreement. The Parties undertake to agree to replace the invalid provision by a provision permitted by statutory law which most closely resembles the intended economic result of the invalid provision. The same shall apply in case of a gap in the Contract.

**21.2** Amendments to this Agreement through individual contractual agreements are valid in any form. In all other cases, amendments and supplements to this Agreement must be made in writing. This also applies for an amendment to this written form requirement. There are no oral or written side agreements.

**21.3** This Contract shall be governed by Republic of the Marshall Islands law.

**21.4** Disputes related to this Agreement shall be first submitted to mediation. The terms and procedure for mediation shall be arranged by the parties to the dispute.

**21.5** If good-faith mediation of a dispute proves impossible or if an agreed-upon mediation outcome cannot be obtained, all disputes arising out of or in connection with the present Agreement shall be only finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. No award or procedural order made in the arbitration shall be published. The arbitrator shall apply the governing law of this Agreement pursuant to Article 21.3. The language of the arbitration will be English. This clause will prevail over any other clause or principles of law which may establish a different jurisdiction for the disputes arising out of this Agreement.

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***Signed for the Grantee***
Name:
Date:
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***Signed for the Grantor***
Name:
Date:

***

## Exhibit A (Grant Proposal Submitted Attached)

Grant/Project Descirption (TLDR) from the grant submission proposal.

“Project” means the project as described in Exhibit A and comprised of the outputs and activities set out in the Exhibit A and that will be funded, in full or in part, with the Grant.

***

## Exhibit B

After the committee approves to fund a grant, the program or co-lead will initiate KYC with AuditOne (AuditOne.io). AuditOne will then reach out to the grant receiver and conduct a KYC with the receiver.