/Docs/G/crypto-governance/PO/delegation_letter.md
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(Doc = (Head.Div = (Head.Message = GUID: {Doc.GUID})
(Head.Sec =

(Doc.Ti = Delegation Letter)

(Head.sec = (Head.PartyList = {Tokenholder.Name.Full}
{Delegate.Name.Full})

(Head.EffectiveDate.sec = (_Effective_Date = Effective Date)
: {EffectiveDate.YMD})
)
)


)
(Among.Div = (Among.Sec = (Among.Ti = (Among.Ti/2 = By and Between:)
)


  • {Tokenholder.US.Contract.Among.Block}
  • {Delegate.US.Contract.Among.Block}
  • (Among.Def.sec = Each a "(DefT.Party = (_Party = Party)
    )
    " and collectively the "(DefT.Parties = (_Parties = Parties)
    )
    .")
)
(Friends.Div = )

)
(This.Div =
(This.Sec = (This.sec = This letter memorializes the agreement (the "(DefT.Agreement = (_Agreement = Agreement)
)
") between {Tokenholder.N,E,A} ("{DefT.Tokenholder}") and {Delegate.N,E,A} ("(_Delegate = Delegate)
"), pursuant to which (_Tokenholder = Tokenholder)
will delegate a portion of its (_Governance_Rights = Governance Rights)
(defined below) to Delegate and Delegate will use those (_Governance_Rights = Governance Rights)
to participate in the governance of the {Protocol.Name.Full} protocol ("{DefT.Protocol}").)
)

)
(Why.Div =

(Why.Sec = (Why.Ti = Recitals)

(Why.sec = (Why.0.sec = )
(Why.xlist =
  • (Why.secs = (Why.1.sec = WHEREAS, {Token.Name.Full} is an ERC-20 token on the Ethereum blockchain that empowers community governance of the (_Protocol = Protocol)
    (the "(DefT.Token = (_Token = Token)
    )
    ");)
  • (Why.2.sec = WHEREAS, the (_Token = Token)
    confers on its holders the right to debate, propose, and vote on all proposals relating to the (_Protocol = Protocol)
    ("{DefT.Governance_Rights}"), as well as the right to delegate those (_Governance_Rights = Governance Rights)
    to others;)
  • (Why.3.sec = WHEREAS, (_Tokenholder = Tokenholder)
    owns (_Tokens = Tokens)
    and wishes to delegate a portion of its (_Governance_Rights = Governance Rights)
    in order to ensure the active and decentralized governance and development of the (_Protocol = Protocol)
    by those with expertise in and knowledge of the (_Protocol = Protocol)
    and its related technology; and)
  • (Why.4.sec = WHEREAS, (_Delegate = Delegate)
    has represented and (_Tokenholder = Tokenholder)
    has determined that (_Delegate = Delegate)
    has particular knowledge and expertise regarding the (_Protocol = Protocol)
    such that it is beneficial to the (_Protocol = Protocol)
    for (_Tokenholder = Tokenholder)
    to delegate a portion of its (_Governance_Rights = Governance Rights)
    to (_Delegate = Delegate)
    to participate in (_Protocol = Protocol)
    governance.)
    )
)
(Why.00.sec = )
)
)

)
(That.Div =
(That.Sec = (That.sec = In consideration of the mutual promises contained in (_this_Agreement = this (_Agreement = Agreement)
)
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the (_Parties = Parties)
agree as follows:)
)

)
(Sec.Div =
(Sec = (sec =
  1. (Delegation.Sec = (Delegation.Ti = Delegation)

    (Delegation.sec = (Delegation.0.sec = )
    (Delegation.xlist =
    1. (Delegation.secs = (Delegation.1.sec = Promptly following the date first written above ("(DefT.Effective_Date = (_Effective_Date = Effective Date)
      )
      "), (_Tokenholder = Tokenholder)
      shall delegate to (_Delegate = Delegate)
      the (_Governance_Rights = Governance Rights)
      pertaining to {Token.DelegatedPortion.#} (_Tokens = Tokens)
      (the "{DefT.Delegated_Portion}"). (_Delegate = Delegate)
      shall provide (_Tokenholder = Tokenholder)
      with a wallet address to receive the (_Delegated_Portion = Delegated Portion)
      as well as any other instructions, information or assistance necessary to effect this delegation.)
    2. (Delegation.2.sec = From time to time the parties may mutually agree in writing to increase or decrease the (_Delegated_Portion = Delegated Portion)
      by any amount.)
      )
    )
    (Delegation.00.sec = )
    )
    )
  2. (Participate.Sec = (Participate.Ti = Participation)

    (Participate.sec = (Participate.0.sec = )
    (Participate.xlist =
    1. (Participate.secs = (Participate.1.sec = (_Delegate = Delegate)
      shall use the (_Delegated_Portion = Delegated Portion)
      to participate in (_Protocol = Protocol)
      governance matters in a manner that it reasonably deems to be in the best interest of the (_Protocol = Protocol)
      .)
    2. (Participate.2.sec = (_Delegate = Delegate)
      shall use its best efforts and conduct appropriate due diligence in the course of such participation.)
    3. (Participate.3.sec = (_Delegate = Delegate)
      shall keep (_Tokenholder = Tokenholder)
      generally informed as to the team members engaged in (_Protocol = Protocol)
      governance matters on its behalf and shall provide reasonable notice to (_Tokenholder = Tokenholder)
      of material changes to this team.)
    4. (Participate.4.sec = All parties acknowledge that (_Delegate = Delegate)
      's participation in (_Protocol = Protocol)
      governance shall be in the sole discretion of (_Delegate = Delegate)
      , and (_Tokenholder = Tokenholder)
      has not and will not provide voting instructions or otherwise attempt to directly or unduly influence (_Delegate = Delegate)
      's participation in (_Protocol = Protocol)
      governance matters. (_Delegate = Delegate)
      will under no circumstances be required to vote in alignment with (_Tokenholder = Tokenholder)
      or any of its other (_Token = Token)
      delegates.)
    5. (Participate.5.sec = Nothing in this (_Agreement = Agreement)
      shall be construed to create a relationship between the parties of a partnership, joint venture, or any other similar arrangement, or to render either party liable for any debts or obligations incurred by the other.)
      )
    )
    (Participate.00.sec = )
    )
    )
  3. (Compensate.Sec = (Compensate.Ti = Reimbursement for Expenses and Services Related to Participation)

    (Compensate.sec = (Compensate.0.sec = )
    (Compensate.xlist =
    1. (Compensate.secs = (Compensate.1.sec = In connection with the exercise of (_Governance_Rights = Governance Rights)
      as contemplated in this (_Agreement = Agreement)
      , (_Delegate = Delegate)
      may be required, among other things, to monitor and participate in community discussions regarding changes to the (_Protocol = Protocol)
      and research and review code related to certain proposed changes to the (_Protocol = Protocol)
      (the "{DefT.Delegation_Related_Services}"), and may also incur expenses and other costs in the course of performing (_Delegation_Related_Services = Delegation Related Services)
      .)
    2. (Compensate.2.sec = As consideration for the (_Delegation_Related_Services = Delegation Related Services)
      , (_Tokenholder = Tokenholder)
      agrees to compensate (_Delegate = Delegate)
      in an amount equal to {Compensation.PerMonth.$} per month during the term of this (_Agreement = Agreement)
      .)
      )
    )
    (Compensate.00.sec = )
    )
    )
  4. (Liability.Sec = (Liability.Ti = Limitation of Liability)

    (Liability.sec = In no event shall either party be liable to the other concerning the subject matter of this (_Agreement = Agreement)
    , regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise), for any (a) loss or inaccuracy of data, loss or interruption of use, or cost of procuring substitute technology, goods or services, (b) indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, revenues, profits and goodwill or (c) damages, in the aggregate, in excess of {Liability.Damage.Max.$}, even if such party has been advised of the possibility of such damages.)
    )
  5. (IP.Sec = (IP.Ti = Communications; Proprietary Rights)

    (IP.sec = (IP.0.sec = )
    (IP.xlist =
    1. (IP.secs = (IP.1.sec = Neither party shall make any public statements regarding this (_Agreement = Agreement)
      or use the other party's name or logo without the prior written consent of the other party, unless required by applicable law or for audit or tax purposes; provided, however, that either party may disclose publicly that the (_Delegated_Portion = Delegated Portion)
      has been delegated to (_Delegate = Delegate)
      .)
    2. (IP.2.sec = Nothing in this (_Agreement = Agreement)
      shall be construed to create a license of intellectual property or other proprietary rights from one party to the other. Each party shall retain all right, title, and interest in and to its intellectual property and all of its financial, business, legal, and technical information that by the nature of such information would be understood by a reasonable person to be proprietary or confidential.)
      )
    )
    (IP.00.sec = )
    )
    )
  6. (Term.Sec = (Term.Ti = Term and Termination)

    (Term.sec =
    1. (Term.TermAndRenewal.sec = (Term.InitialTerm.sec = The initial term of this (_Agreement = Agreement)
      shall be {Term.Initial.Months.#} months from the (_Effective_Date = Effective Date)
      (the "{DefT.Initial_Term}").)
      (Term.TacitRenewal.sec = Thereafter this (_Agreement = Agreement)
      shall automatically renew for successive {Term.Extension.Automatic.Months.#} month periods (each, a "{DefT.Renewal_Term}" and together with the (_Initial_Term = Initial Term)
      , the "(DefT.Term = (_Term = Term)
      )
      "), provided that neither party has notified the other party in writing at least {Term.Extension.BilateralNoticeToCancel.Days.#} days prior to expiration of such (_Term = Term)
      that it wishes to not renew the (_Agreement = Agreement)
      , in which case the (_Agreement = Agreement)
      will terminate at the end of such (_Term = Term)
      . )
      (Term.Termination.SectionsSurviving.sec = Notwithstanding the foregoing, Sections (Liability.Xnum = 4)
      , (IP.Xnum = 5)
      , (Law.Xnum = 8)
      , and (Notice.Xnum = 9)
      shall survive any termination of this (_Agreement = Agreement)
      .)
      )
    2. (Term.Terminate.ByTokenholder.ForCause.sec = (_Tokenholder = Tokenholder)
      may only terminate this (_Agreement = Agreement)
      prior to the expiration of the (_Term = Term)
      in the event that (_Delegate = Delegate)
      materially fails to satisfy its (_Protocol = Protocol)
      governance duties described in Section (Participate.Xnum = 2)
      herein, including, without limitation, continued non-participation in material votes, and does not cure such breach within {Term.Termination.TokenholderForCause.Notice.Days.#} days.)
    3. (Term.Terminate.ByDelegate.AtWill.sec = (_Delegate = Delegate)
      may terminate this (_Agreement = Agreement)
      for any reason or no reason, upon providing {Term.Termination.DelegateAtWill.Notice.Months.#} month's written notice to (_Tokenholder = Tokenholder)
      .)
    4. (Term.Termination.EffectOf.sec = Following the termination or non-renewal of this (_Agreement = Agreement)
      by either party, (_Tokenholder = Tokenholder)
      will revoke the (_Delegated_Portion = Delegated Portion)
      in full. In such case, (_Delegate = Delegate)
      shall provide any assistance reasonably requested by (_Tokenholder = Tokenholder)
      for the purpose of revoking and returning the (_Delegated_Portion = Delegated Portion)
      and terminating this (_Agreement = Agreement)
      .)
    )
    )
  7. (Amend.Sec = (Amend.Ti = Entire Agreement; Amendment; Severability)

    (Amend.sec = (Amend.0.sec = )
    (Amend.xlist =
    1. (Amend.secs = (Amend.1.sec = This (_Agreement = Agreement)
      is the final, complete, and entire agreement of the parties. There are no other promises or conditions in any other agreement, oral or written. This (_Agreement = Agreement)
      supersedes any prior written or oral agreements between the parties.)
    2. (Amend.2.sec = The (_Agreement = Agreement)
      may only be modified or amended if the amendment is made in writing and is signed by both parties.)
    3. (Amend.3.sec = If any provision of this (_Agreement = Agreement)
      is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this (_Agreement = Agreement)
      unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.)
      )
    )
    (Amend.00.sec = )
    )
    )
  8. (Law.Sec = (Law.Ti = Governing Law; Waiver of Jury Trial)

    (Law.sec = (Law.ApplicableLaw.sec = This (_Agreement = Agreement)
    will be governed by and construed exclusively in accordance with the laws of (Law.State.the = the State of California)
    , without regard to its conflicts of laws provisions or rules.)
    (Law.Dispute.Forum.sec = The parties hereby agree to submit to the exclusive jurisdiction of (Dispute.Forum.cl = any appropriate federal or state court of competent jurisdiction located in the Counties of San Francisco and Santa Clara, California)
    , as a forum for litigation.)
    (Law.Dispute.WaiveJury.sec = Each of the parties hereto hereby waives all right to trial by jury in any lawsuit, action, proceeding or counterclaim arising out of this (_Agreement = Agreement)
    .)
    )
    )
  9. (CounterpartAndNotice.Sec = (CounterpartAndNotice.Ti = Counterparts; Notice)

    (CounterpartAndNotice.sec =
    1. (CounterpartAndNotice.Counterpart.sec = This (_Agreement = Agreement)
      may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.)
    2. (CounterpartAndNotice.Notice.Method.sec = All notices or reports permitted or required under this (_Agreement = Agreement)
      shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. )
      (CounterpartAndNotice.Notice.Address.sec = Notices shall be sent to the addresses set forth at the end of this (_Agreement = Agreement)
      or such other address as either party may specify in writing.)
    )
    )
)
)

)
(By.Div =
(By.Sec = (By.Ti = Signature)

(By.sec = (By.0.sec = IN WITNESS WHEREOF, the (_Parties = Parties)
have executed (_this_Agreement = this (_Agreement = Agreement)
)
as of the (_Effective_Date = Effective Date)
.)

(By.secs =
{Tokenholder.US.Contract.By.Sec}
{Delegate.US.Contract.By.Sec}
)
)
)

)
(Annex.Div = )
)