A few notes from reading these documents.

Master Service Agreement:

1. I see that all payments and recoupment thresholds are defined in USD terms. So depending on price of any tokens at the time of payment, the DAO may receive more or fewer number of tokens than it pays. Since the obligations are in USD, it may be prudent for the DAO treasury to adopt a stable-coin strategy to reduce risk of token valuation during the contract life cycle.. Particularly in light of the next note...

2. 3.2 (e) "Shortfall Make-Good" : Is this essential? This clause effectively means the DAO is writing 48-hour PUT OPTIONS without compensation, on every single payment for 2 years. This adds a non-zero level of risk and operational burden if SMC determines they want to execute this clause every time there are fluctuations in token value.

   • As written, it seems to me like this clause would be applicable on each monthly invoice, rather than daily accrual.
   • (For comparison, SMC does not provide any similar Shortfall Make-Good provision in Appendix D, the revenue sharing section)
   • The value of this PUT OPTION risk is materially reduced if we adopt a stable coin strategy with lower volatility assets.

3. Taxes. The DAO is acknowledging that it is responsible for its own taxes under the revenue sharing agreement. This agreement is under Delaware law. Is there risk that the agreement brings the DAO under US jursidiction for Tax? I don't know the answer, just asking the question in case the DAO needs independent tax advice?

IP Assignment:

• only one thing to add I haven't seen others talking about:

1. Under 3.3 Approved Purposes - SMC essentially has veto rights over DAO's use of the IP, since SMC needs to pre-approve any use in writing except for the short approved list. I don't know how well that protects the DAO if something does go wrong.