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Agreement to establish off-chain representation on behalf of DAO. Can be useful to manage legal operations regardless of DAO legal structure.


This DAO REPRESENTATION AGREEMENT (this “Agreement”) is made as of [[Effective Date]], by and between [[DAO Name]] (the “DAO”)[, a [[DAO Legal Structure]]] rooted on the [[Blockchain Name]], chainId:[[chainId]] at the public key [[DAO Public Key]] (the “Public Key”), and [[Representative Name]], a [[Representative Legal Structure]] (the “Representative”).


WHEREAS, the DAO desires to engage the Representative to manage its legal operational concerns, and the Representative desires to offer such services on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Appointment of Representative; Relationship of DAO and the Representative. Representative shall provide legal operational support services to the DAO, as hereinafter provided. The Representative, at all times, shall be independent of the DAO. Nothing contained herein shall be deemed to make or render the DAO a partner, co-venturer or other participant in the business or operations of the Representative, or in any manner to render DAO liable, as principal, surety, guarantor, agent or otherwise for any of the debts, obligations or liabilities of Representative. Similarly, nothing contained herein shall be deemed to make or render the Representative a partner, co-venturer or other participant in the business or operations of the DAO, or in any manner to render Representative liable, as principal, surety, guarantor, agent or otherwise for any of the debts, obligations or liabilities of DAO.

2. Representation Services. Commencing on the date of this Agreement, Representative will provide, supply and render such legal operational support services as are necessary to provide service to the DAO and as authorized by the Public Key, and, as more specifically described below, shall:

(a) Enter into business agreements on behalf of the DAO.

(b) Enforce the rights of the DAO under its business agreements as a beneficiary, including, but not limited to, service and asset purchase agreements.

(c) Commence, defend and control all legal actions, arbitrations, investigations and proceedings that arise due to events occurring in connection with the business of the DAO during the term of this Agreement.

(d) Receive and collect legal notices and provide information to the DAO concerning such notices.

(e) Pay all amounts necessary to maintain the DAO in good standing with its state incorporation or related business ventures, as well as any fees for licenses or permits necessary to carry on such business as it is currently being conducted.

Notwithstanding the foregoing, the Representative shall not have the authority, without the express written consent of the DAO in messages signed by the Public Key, to purchase in the name of the DAO, or for use by the DAO in its business, any assets outside the ordinary course of business, or incur any indebtedness outside the ordinary course of business.

3. Obligations of the DAO. Prior to the expiration of this Agreement, the DAO shall provide the Representative with true and correct information relating to all functions for which the Representative has responsibility hereunder.

4. Additional Agreements of the Representative. The Representative agrees that at all times during the term of this Agreement it shall, to the extent the DAO has adequate funds thereto:

(a) Do nothing, and permit nothing to be done (which is within the control of the Representative), which will or might cause the DAO to operate in an improper or illegal manner.

(b) Not cause a default in any of the terms, conditions and obligations of any of the contracts and other agreements of the DAO.

(c) To the extent permissible by law, maintain in full force the licenses and permits of the DAO and comply fully with all laws respecting its formation, existence, activities and operations.

(d) Allow the DAO and the employees, attorneys, accountants and other representatives of the DAO, full and free access to its books and records, and all of the facilities of the DAO relating to its business.

5. Compensation.

(a) While Representative is engaged by the DAO hereunder and as otherwise provided in this Agreement, the DAO shall pay to Representative a quarterly fee in the amount of $[[Quarterly Compensation]], payable in advance, with the first payment being due and payable on [[First Compensation Date]], and each succeeding payment being due and payable on the first day of each succeeding calendar quarter during the term of this Agreement.

(b) While Representative is engaged by the DAO hereunder, the DAO shall reimburse Representative for all reasonable and necessary out-of-pocket business, travel and legal operational expenses incurred by it in the performance of its duties and responsibilities hereunder, subject to the DAO’s normal policies and procedures for expense verification and documentation.

6. Term of Agreement; Termination of Rights.

(a) The term of this Agreement shall commence on its execution, and expire, unless terminated or extended in writing, on [[Termination Date]]. Upon termination of this Agreement, all books and records relating to the operation of the business of the DAO shall be immediately returned to the DAO. Notwithstanding the foregoing, the DAO may terminate this Agreement prior to the expiration of its term upon thirty (30) days advance notice and the payment to the Representative of a termination fee equal to [[Termination Fee]].

(b) The DAO may, at its option, upon ten (10) days’ written notice terminate this Agreement (if such default is not cured within such ten (10) day period or such longer period as required to effect a cure if a cure is commenced within 10 days and diligently prosecuted) if Representative shall violate or be in material breach of any provision, representation, warranty, covenant or undertaking herein.

7. Additional Provisions.

(a) This Agreement sets forth the entire understanding and agreement among the parties hereto with reference to the subject matter hereof and may not be modified, amended, discharged or terminated except by a written instrument signed by the parties hereto.

(b) This Agreement shall be governed by, and construed in accordance with, the laws of [[Choice of Law]], without giving effect to its conflict of laws principles to the extent those principles or rules would require or permit the application of the laws of another jurisdiction.

(c) Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively by online arbitration by [[Arbitrator]] in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

(d) This Agreement may not be assigned without the express written consent of the parties hereto.

(e) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(f) If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

(g) The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

THE DAO [[Public Key]]


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This template is fantastic! I was stuck when it came to drafting an engagement letter or representation agreement with a DAO, but this provides a great starting point. Thank you for sharing!

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z0r0z commented Jan 3, 2022

glad this could be helpful!

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