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1. STATUS OF AGREEMENT

   1. This Agreement contains the entire and the only agreement and will govern the relationship among the Foundation and the Contractor and in substitution for all previous agreements and arrangements whether expressed, written, oral or implied among the Foundation and the Contractor.

2. NATURE AND DURATION OF APPOINTMENT 

   1. Shall be consistent with the Worker Proposal of the Contractor including the Commencement Date therein which can be viewed at https://fioprotocol.atlassian.net/jira/software/c/projects/DAO/boards/36  

3. INDEPENDENT CONTRACTOR

   1. The Contractor, is an independent contractor and is solely responsible for all taxes that may be associated with payments received.  The Contractor will perform its duties principally at such location and time as the Contractor shall determine. 

4. FOUNDATION REPUTATION 

   1. The Contractor shall operate with the high ethics and shall never make representations about the Foundation or its activities that are false. Immoral acts, unethical acts or false representations are grounds for immediate Termination of this Agreement at the sole discretion of the Foundation. 

5. FEES AND EXPENSES 

   1. Will be made consistent with the Worker Proposal of Contractor

   2. Conversion rate of the form of crypto being paid into dollar equivalent amount shall be based on the Closing Price on CoinMarketCap.com as of each calendar month for any payments due from work during that month.

   3. The Foundation shall pay or reimburse the Contractor for the reasonable pre-approved out-of-pocket expenses properly incurred.

6. WORK FOR HIRE

   1. In consideration for the compensation to be received, Contractor hereby forever releases, transfers and disclaims to Foundation (which will subsequently in most cases enable open source access) to any and all claims to ownership of any work or work product which is the result of the services performed by Consultant, whether such claims are known or unknown, fixed or contingent, whether or not ascertainable as of the date of compensation.  Advisor acknowledges that all work under this Agreement is a “work for hire” performed for Foundation.

7. INDEMNIFICATION 

   1. The Foundation hereto acknowledges and agrees that the Contractor shall be an “Indemnified Party” in accordance with Section 15 of the Articles of Association of the Foundation.

   2. The Director and the Contractor undertake as soon as reasonably practicable to inform the Foundation of any circumstances which may give rise to a claim under this indemnity. 

   3. The provisions of this Clause 7 shall be applicable to all actions, claims, suits, or proceedings made or commenced after the entry into this Agreement, whether arising from acts or omissions to act occurring before or after its adoption. 

8. LIABILITY 

   1. Unless Contractor’s acts violate this agreement, violate the laws of the Cayman Islands or the jurisdiction where the Contractor is a citizen or is an act of moral turpitude, the Foundation shall waive any liability of Contractor’s reasonable and honest acts that result in errors or omissions.  

9. GENERAL

   1. No modification, variation or amendment to this Agreement shall be effective unless it is in writing and executed on behalf of each party.

10. TERMINATION 

    1. This Agreement may be terminated without cause after by the Foundation with 15 days prior notice after any initial term that may be specified in the Worker Proposal.  If no initial term is specified, this . This Agreement may be terminated at any time with 15 days notice.  During any initial term, his agreement may be terminated or with 60 days notice at any time.  This Agreement may be terminated immediately by either party for cause upon any violation of this Agreement in the Foundation’s sole discretion. 

11. NOTICES

    1. Any notices permitted or required pursuant to this Agreement shall be deemed validly served if sent by the form of communication that the Foundation and Contractor had been utilizing as part of the delivery of services under this Agreement.  

12. LAW AND JURISDICTION

    1. The terms of this Agreement shall be governed by the laws of the Cayman Islands shall have exclusive jurisdiction in all matters relating thereto.

Last Updated: November 10thSeptember 16th, 20202022