Exhibit F to MSIG #5 For use with the Vaulta Stewardship LLC Independent Contractor Agreement Version: 1.9
Status: Draft
Date: 2026-10-18

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Purpose

These templates set out role-specific services, pay, and obligations for use with VS LLC’s standard Independent Contractor Agreement.

How these work

Everyone the program pays — Steering Committee members, RFP Program Managers, Technical Reviewers, and awardees — is engaged by VS LLC on the standard Independent Contractor Agreement. Only Schedule A differs.

The main agreement already handles the things each role would otherwise need drafted separately:

A note on the permanent ban. Framework section 6.6 makes a material conflict breach — self-dealing, an undisclosed interest, taking payment from a proposer, misusing proposal information, breaching confidentiality, or signing while recused — grounds for a permanent ban from every role in and every payment from the RFP program, confirmed at 15/21 and liftable only at 15/21. Each Schedule below carries the acknowledgment, so nobody signs without having read it. Minor or procedural lapses are corrected and recorded, not banned.

A note on pseudonymity. Section 15 lets a contractor use a handle publicly while VS LLC holds their legal name for tax and payment purposes, and bars contractors from disclosing each other's legal names. That is compatible with the Framework, which requires vote counts, recusals, and approvals to be attributable — attribution can be to a consistent public identity. What it cannot be is anonymous or rotating. Each Schedule A below requires a single stable public identity for the term.

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Schedule A — Steering Committee Member

1. Contractor Role / Internal Title: Vaulta Network Steering Committee Member — [Core Development / Marketing / Business Development / General (At-Large) / Community] seat.

2. Services:

• Attend Committee meetings, at least monthly and at least twice monthly while an RFP is open for submissions or under evaluation (Framework 5.1).
• Lead needs triage, RFP scoping, and category diligence for the seat's portfolio.
• Evaluate proposals against published criteria; vote on RFP publication, awards, withholding, and termination.
• Hold one signing key on the rfp.vst Committee permission and sign disbursements the Committee has approved.
• Comply with the Vaulta Network RFP Framework in full, including its conflict, recusal, publication, and reporting requirements.
• Contribute to cycle reports, the annual review, and the Committee self-review.

3. Payment Structure:

• USD [2,500] per month, paid in arrears, in A at the Reference Rate when payment is proposed, using the conversion, staleness, and CoinMarketCap fallback rules in Framework 13.4 (MSIG #5 Part H).
• Start date for payments: the later of Program Account funding and completion of all onboarding requirements in Framework 3.1a–3.1b, including the vision statement, signed Agreement, on-chain questionnaire, and registered signing key.
• Payment frequency: monthly. Invoice cadence: monthly, in arrears.
• Payment suspension follows Framework 13.4a. Entitlement continues to accrue, charged to its accrual cycle, and is paid on resumption using the rate when the resumed payment is proposed; the allocation and escalation rules in that section apply.

4. Reimbursable Expenses: Reasonable, documented, pre-approved expenses only — travel to network events and role-specific tooling.

5. Reporting / Deliverables: Attendance and votes recorded in published minutes. The standard disclosure questionnaire under Framework 6.3a, filed on-chain within 30 days — this is the conflict-of-interest declaration, not an additional item — updated within 10 business days of any change and refiled annually. An annual refiling more than 30 days overdue suspends pay until filed.

6. Special Authority Limits:

• Contractor holds one of five signing units on rfp.vst. Four signatures are required to move funds. Contractor has no unilateral authority over any account.
• The key is personal. It may not be shared, delegated, or held by an employer or affiliate. Contractor may not sign on behalf of another member, including a recused one.
• Milestone determinations belong to the Manager of record. The Committee may decide approval for payment on a rate-check referral under Framework 5.5 and 13.4, without reopening that determination. Contractor may not serve as Manager of record on any RFP, without exception (Framework 12.2a). Contractor may be engaged as a Technical Reviewer under 12.6; the Manager role is closed to Contractor for as long as Contractor holds a seat.
• Contractor may be separately engaged as a Technical Reviewer on the terms in Framework 12.6 and no others, under a separate Schedule A. Those terms are: no engagement until block producers have set the concurrent-engagement cap — there is no cap on total fees; a published Committee finding that no suitable unconflicted external reviewer was available; all five seats filled, the engagement suspended during any vacancy or suspension of Contractor’s role or signing weight — with substitution, referral to block producers for live-award milestones without a substitute, and resumption governed by Framework 12.6.1; no more than one member reviewing the same RFP; and the engagement leaving Contractor within the concurrent-engagement cap, the fee being reported cumulatively in the cycle report. On any RFP Contractor reviews, Contractor recuses from the availability finding and from the vote engaging Contractor; does not draft the acceptance criteria or milestone schedule; does not score proposals (a written note to the Committee instead); does not vote on any termination recommendation, recovery plan, or strike decision concerning that award, whoever filed it, and whether or not this engagement has since ended or been suspended; and recuses from the schedule line and from signing the payment covering Contractor's own Reviewer fee. Where Contractor is the only engaged Reviewer, the Manager of record writes the scored assessment (Framework 22.3) and Contractor takes no part in score reconciliation. Contractor keeps the seat's award vote and may sign the milestone payment. The fee is the Exhibit B rate card amount, which the Committee cannot vary, and is paid on its own separate payment — one per member-Reviewer, never combined with another member's. Reviewer fees are Program Costs, not Committee pay, are published by member and by RFP in the cycle report, and Contractor files an update to the disclosure questionnaire before the engagement begins — the engagement may not begin until it is filed, and the 10-business-day change window in Framework 6.3 does not apply to it (Framework 6.3c).
• Contractor may not bid on any Vaulta RFP during the term and for 6 months afterwards, directly or through an entity in which they hold a material interest.
• Contractor may not be affiliated with the Vaulta Treasury unless block producers expressly waive the exclusion by MSIG Resolution at the Threshold, with published reasons (Framework 2.4a), and must disclose within 10 business days if that changes during the term — signing weight is suspended immediately and the matter goes to block producers.
• Contractor must maintain a single stable public identity for attribution of votes and recusals.

7. Additional terms:

• Contractor acknowledges that a material breach of the conflict rules carries a permanent ban from every role in and every payment from the RFP program, confirmed at 15/21 and liftable only at 15/21 (Framework 6.6), and that Contractor will be given the allegation in writing and 10 business days to respond before block producers vote.
• Pay is suspended automatically if Contractor is referred to block producers for removal, or misses three consecutive meetings without excuse, pending resolution. Suspension of role and signing weight for a material conflict breach requires the Committee vote in Framework 6.6; the immediate Treasury-affiliation suspension under 2.4a still applies.
• Signing weight and pay commence only when the vision statement and all other required items are filed, this Agreement is signed, the disclosure questionnaire is filed on-chain, and a signing key is registered; pay also waits for Program Account funding. The 30-day period for those items runs from the later of the appointment Resolution's execution and the date VS LLC publishes the disclosure register as open for filing.
• Key weight ends immediately on delivery of resignation notice, removal, or replacement, but is retained during authorized month-to-month continuation after a term ends.
• Loss or suspected compromise of a key must be reported to the Chair and block producers immediately, and Contractor must not sign until it is replaced.

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Schedule A — RFP Program Manager

1. Contractor Role / Internal Title: RFP Program Manager. (Contractor must not be a seated Steering Committee member — Framework 12.2a.)

2. Services: For each RFP or bounty where Contractor is the Manager of record:

• Drafting support, publication, and the public Q&A channel — all questions and answers published to every proposer, with no private guidance.
• Submission intake and the compliance screen.
• Evaluation logistics; for RFPs whose published Reviewer-engaged field is "no" — and for RFPs where the only engaged Technical Reviewer is a Committee member under Framework 12.6 — the written scored assessment against published criteria, informed by but not bound by that member's written note. (Exhibit B 2.2 sets the assessment-variant fee.)
• Maintenance of the objection register during the delay window, with the count fixed at its close.
• The working relationship with the awardee team, including check-ins at least fortnightly on active work.
• Approval of milestones for payment, recording the milestone, the criteria applied, the determination and reasons, any Technical Reviewer assessment, the amount payable, and the awardee's verified receiving account.
• Written recommendation of termination to the Committee where the milestone work product delivered, or the service performed, is materially below the standard the RFP required — including persistent failure to meet published service levels on a Service award — on the grounds and in the form set out in Framework 11.10a. Contractor is expected to make such a recommendation where the grounds are met and not to carry a failing engagement to term.
• A short post-award review on every award at or above the MSIG #5 Part D threshold, measured on total contract value: whether the need was met, the budget was appropriate, and the Network would fund it again. Publish within 20 business days of the applicable trigger in Framework 25.2: final acceptance, publication of the ending record (including termination, termination or variation by agreement, suspension long-stop termination, or expiry), or, for bounties instead, the Manager’s written acceptance determination. Give the awardee the review 5 business days before publication and publish the review with any response; absence of a response must not delay publication. Follow 25.2’s author-replacement, conflict, redaction, register, and cycle-report requirements. The award does not close until the required review is published. The separate review fee is set in Exhibit B 2.2.
• Written handover of approval history, correspondence, and open items if an RFP is reassigned (Framework 12.3).

3. Payment Structure: Fixed fees as set out in the published rate card at Exhibit B — not hourly, not a percentage of any award, and in no way dependent on whether a milestone is approved.

• On an RFP: a fixed fee per milestone, falling due on Contractor's determination on that milestone — whether it approves the milestone or rejects it. A reassessment of remediated work under a recovery plan (Framework 11.9) is covered by the original milestone fee and is not separately payable.
• On a bounty: a single one-time fee, falling due on Contractor's written acceptance determination.
• There is no evaluation fee. Scoping support, publication, the public Q&A channel, intake, the compliance screen, evaluation logistics and, where clause 2 requires it, the scored assessment are covered by the milestone fees of the award that follows.
• The no-award fee. Where the engagement ends without a further milestone, the no-award fee in the rate card is payable — once per engagement, at one milestone's rate, in place of a milestone fee for the same determination and never in addition to one. It applies where an RFP closes without an award, where an award is terminated under Framework 11.10 or 11.10a, where an award decision expires before contracting under 10.10, and where a bounty lapses unclaimed under 26a rule 5. Milestones determined before that point are paid; milestones that will now never run are not. It exists so that Contractor is never unpaid for the determination that ends an engagement — including the termination recommendation Framework 11.10a obliges Contractor to make.
• Where the Committee declines to terminate and directs a recovery plan under Framework 11.9 instead, the engagement continues and that determination is paid as an ordinary milestone determination, not as a no-award fee.
• Payment suspension follows Framework 13.4a. Entitlement continues to accrue, charged to its accrual cycle, and is paid on resumption using the rate when the resumed payment is proposed, subject to that section’s allocation and escalation rules.

4. Reimbursable Expenses: Pre-approved and documented only.

5. Reporting / Deliverables: Status reports to the Committee; the approval record for each milestone; the post-award review under Framework 25.2 where the award is at or above the threshold; concurrent RFP load reported for the cycle report. The standard disclosure questionnaire under Framework 6.3a, filed on-chain, updated within 10 business days of any change and refiled annually. Filing is a precondition to being recorded as Manager of record on any RFP, and an overdue refiling bars new assignments until filed.

6. Special Authority Limits:

• Contractor may not be a seated Steering Committee member, on any RFP and without exception — there is no availability finding and no waiver (Framework 12.2a). This engagement terminates automatically as to every RFP if Contractor is seated on the Committee, and those RFPs are reassigned within 5 business days.
• Contractor has no vote on awards and no signing key.
• Contractor may not approve or assess milestones for an awardee they are conflicted on, and must notify the Committee so the RFP can be reassigned. Conflicted has the meaning given in Framework 6.4, which applies 6.1 and 6.2 to Managers and Reviewers and picks up anything Contractor declared in Parts 3, 5, or 7 of the disclosure questionnaire under 6.3a. The Vaulta Treasury exclusion and express MSIG-waiver process in 2.4a also apply.
• Contractor may not bid on any RFP they work on, during the engagement and for 6 months afterwards.
• Contractor may not be affiliated with the Vaulta Treasury unless block producers expressly waive the exclusion by MSIG Resolution at the Threshold, with published reasons (Framework 2.4a).
• Milestone approval does not authorize payment on its own. Payment requires four Committee signatures and the on-chain delay.
• Contractor acknowledges that a material breach of the conflict rules carries a permanent ban from every role in and every payment from the RFP program, confirmed at 15/21 and liftable only at 15/21 (Framework 6.6).
• Contractor may not approve alone where the oracle's newest datapoint is more than 24 hours old and the CoinMarketCap fallback rate under Framework 13.4 is also unavailable, or where the rate differs by more than 15% from the previous payment’s rate under that award, or the award-decision rate for the first payment. Both cases go to the Committee under Framework 5.5 and 13.4; the milestone determination is not reopened.
• A termination recommendation is a recommendation only. Contractor may not terminate, stop work, withhold delivered work product, suspend the service, refuse a data export, or tell an awardee the engagement is over. Only the Committee terminates, at two-thirds, minimum 3. Filing does not itself cancel anything on-chain — the Committee cancels, 3 of 5, within 2 business days.
• Contractor may not file a termination recommendation on an award Contractor is conflicted on, or on an RFP where Contractor is no longer engaged in the role, and shall notify the Committee instead. The Committee may strike a recommendation filed in breach of this, at simple majority, minimum 3, with reasons published under Framework 11.10a.
• Making a termination recommendation in good faith is not a ground for ending or not renewing this engagement, and the fee under clause 3 is unaffected by whether the Committee acts on it.

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Schedule A — Technical Reviewer

1. Contractor Role / Internal Title: Technical Reviewer — [RFP reference].

2. Services: Engaged where the published RFP's statement under Framework 20.2 says a Technical Reviewer is engaged — a question the Committee settles at scoping by whether the work is technical, and one that reaches Service awards too, which have no built deliverable but may well need technical assessment. That published statement, fixed at publication, determines whether Contractor's assessment is required at each milestone under the award.

• Independent written scoring of compliant proposals against the published criteria, submitted without sight of other reviewers' scores.
• Participation in reconciliation of large divergences after initial scores are submitted, on the record.
• Where Contractor also holds a Steering Committee seat under Framework 12.6, the two bullets above do not apply: Contractor submits a written note to the Committee instead of a score and takes no part in reconciliation. Where Contractor is the only engaged Reviewer, the Manager of record writes the scored assessment.
• A written determination on each milestone under an award whose published Reviewer-engaged field is "yes": accept, accept with conditions, or reject with specified remediation.
• Written recommendation of termination filed directly with the Committee where the work product delivered, or the service performed, is materially below the standard the RFP required — including persistent failure to meet published service levels on a Service award, on the grounds and in the form set out in Framework 11.10a. This is filed independently of the Manager of record, who may not withhold it; where Contractor and the Manager disagree, both positions are filed and published.

3. Payment Structure: Fixed fees as set out in the published rate card at Exhibit B. Not hourly, not a percentage of any award, and not dependent on the determination reached.

• On an RFP: a fixed fee per milestone, falling due on Contractor's written assessment for that milestone — whatever that assessment says. A reassessment of remediated work under a recovery plan (Framework 11.9) is covered by the original milestone fee and is not separately payable.
• On a bounty: a single one-time fee, falling due on Contractor's written assessment of the delivery.
• There is no evaluation fee. Independent scoring of proposals is covered by the milestone fees of the award that follows.
• The no-award fee. Where the engagement ends without a further milestone, the no-award fee in the rate card is payable — once per engagement, at one milestone's rate, in place of a milestone fee for the same assessment. It applies where an RFP closes without an award, where an award is terminated under Framework 11.10 or 11.10a, where an award decision expires before contracting, and where a bounty lapses unclaimed. Assessments filed before that point are paid; milestones that will now never run are not. It reaches Contractor whether or not Contractor filed the termination recommendation, so that filing one is never the unpaid choice.
• Payment suspension follows Framework 13.4a. Entitlement continues to accrue, charged to its accrual cycle, and is paid on resumption using the rate when the resumed payment is proposed, subject to that section’s allocation and escalation rules.

4. Reimbursable Expenses: Pre-approved and documented only.

5. Reporting / Deliverables: Written scores with reasoning; written milestone determinations. The standard disclosure questionnaire under Framework 6.3a, filed on-chain, updated within 10 business days of any change and refiled annually. Filing is a precondition to assignment to any RFP, and an overdue refiling bars new assignments until filed.

6. Special Authority Limits:

• No vote on awards, no signing key, and no authority to approve a milestone for payment — the determination informs the Manager of record, who approves.
• Where Contractor also holds a Steering Committee seat under Framework 12.6: this engagement may not be entered into until block producers have set the concurrent-engagement cap — there is no cap on the total fees Contractor may earn in a cycle — and only where the Committee has recorded and published a finding that no suitable unconflicted external reviewer was available — a finding, and the vote engaging Contractor, from which Contractor recused. Contractor files a disclosure questionnaire update before the engagement begins. Every engagement and fee is published in the cycle report by member and by RFP, with Contractor's cumulative total for the cycle and the number of engagements held against the cap. Contractor's fee is paid on its own separate payment, one per member-Reviewer, never combined with another member's. The engagement exists only while all five seats are filled and is suspended during any vacancy or suspension of Contractor’s role or signing weight under Framework 12.6.1 — where Contractor is the only engaged Reviewer on a published RFP or a live award, the Committee engages a substitute, failing which the Manager writes the scored assessment on a not-yet-awarded RFP and the milestone goes to block producers on a live award; resumption follows Framework 12.6.1 — if a substitute is engaged, a Committee decision is required; otherwise the substitute remains and Contractor’s fee is prorated to work performed; only one member may review a given RFP; the preceding bullet limits the Reviewer role only, so the seat's own award vote and signing key are unaffected; Framework 12.6 reaches the Reviewer role only — Contractor may never serve as Manager of record (Framework 12.2a); but Contractor does not draft the acceptance criteria or milestone schedule, does not score (clause 2), does not vote on any termination recommendation, recovery plan, or strike decision concerning this award, whoever filed it, and whether or not this engagement has since ended or been suspended, and recuses from the schedule line and from signing the payment of Contractor's own fee. The engagement may be entered into only if it leaves Contractor within the concurrent-engagement cap; the fee is reported cumulatively in the cycle report.
• A termination recommendation is a recommendation only. Contractor may not terminate, stop work, withhold delivered work product, suspend the service, refuse a data export, or tell an awardee the engagement is over. Only the Committee terminates, at two-thirds, minimum 3. Filing does not itself cancel anything on-chain — the Committee cancels, 3 of 5, within 2 business days.
• Contractor may not file a termination recommendation on an award Contractor is conflicted on, or on an RFP where Contractor is no longer engaged in the role, and shall notify the Committee instead. The Committee may strike a recommendation filed in breach of this, at simple majority, minimum 3, with reasons published under Framework 11.10a. Conflicted has the meaning given in Framework 6.4, which applies 6.1 and 6.2 to Managers and Reviewers and picks up anything Contractor declared in Parts 3, 5, or 7 of the disclosure questionnaire under 6.3a.
• Making a termination recommendation in good faith is not a ground for ending or not renewing this engagement, and the fee under clause 3 is unaffected by whether the Committee acts on it.
• May not bid on any RFP they review, during the engagement and for 6 months afterwards.
• May not be affiliated with the Vaulta Treasury unless block producers expressly waive the exclusion by MSIG Resolution at the Threshold, with published reasons (Framework 2.4a).
• Acknowledges that a material breach of the conflict rules carries a permanent ban from every role in and every payment from the RFP program, confirmed at 15/21 and liftable only at 15/21 (Framework 6.6).

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Schedule A — Awardee

1. Contractor Role / Internal Title: RFP Awardee — [RFP reference and title].

2. Services: The scope, deliverables, and acceptance criteria as published in the RFP and the award decision. These must match the published decision exactly.

Award shape (Framework 20.2a, as declared in the published RFP): [Deliverable / Service / Embedded]. Delete the two clauses in section 7 that do not apply.

3. Payment Structure:

• Total award value: USD [___], fixed at the award decision.

• Paid in A at the Reference Rate on the date each milestone is approved for payment, normally the Manager’s determination date, subject to suspension and Committee-referral exceptions in Framework 13.4–13.4a and 23.3: the Delphi Oracle rate, calculated as A-units = ⌊USD-cents × 10^6 ÷ median⌋, or, where the oracle is stale or unavailable, the CoinMarketCap fallback rate under Framework 13.4, calculated as A-units = ⌊USD-cents × 10^8 ÷ fallback⌋. Contractor receives the contracted USD value at each milestone; movement in the price of A does not change it.

• RFP milestone schedule — enumerated, and at least two milestones (Framework 11.1a). Bounties instead use the fixed price and published acceptance criteria under Framework 26a; delete this milestone table and its two-milestone requirement for a bounty. This table is what governs: nothing is payable against a milestone not listed here, and it must match the published decision record exactly.

  #	Deliverable	Acceptance criteria	Amount (USD)	Due
  1	[___]	[___]	[___]	[___]
  2	[___]	[___]	[___]	[___]
  [add rows as awarded]

  The schedule was proposed by Contractor and settled with the Committee before award. Any change after this Agreement is signed follows Framework 11.8, including its applicable thresholds, publication, and fresh-proposal and delay requirements. An RFP award must retain at least two milestones; bounties follow 26a.

• Receiving account (verified): [___].

• Mobilization advance, if any: capped at 15% of the total, and only where Contractor demonstrably cannot self-finance the first milestone.

4. Reimbursable Expenses: None unless separately stated here.

5. Reporting / Deliverables: Per milestone for RFP awards; for bounties, use the published acceptance criteria and fixed price under Framework 26a. Fortnightly check-ins with the Manager of record on active work. A written remediation plan within 10 business days of any missed milestone.

6. Special Authority Limits and award-specific terms:

• The initial award disbursement must clear the delay and objection process. Cancellation of that initial payment under Framework 10.5 or 10.8 ends this Agreement without liability on either side, subject to the exceptions in 10.9. A 4–6-objection confirmation requires a fresh agreement on identical terms before re-proposal. Cancellation of a later milestone payment does not end this Agreement or extinguish amounts due for accepted work. A termination-recommendation freeze under 11.10a, or mandate suspension or revocation under 14.4–14.5, does not itself end a signed agreement, even for an initial payment; those sections govern resumption and surviving obligations. Bounty cancellations also follow 26a rules 9–10: assessment resumes as provided there, no work product vests, and the deliverer retains it without restrictions under this Agreement.
• Clawback. Contractor shall repay amounts paid against any milestone later found not to have been delivered, or to have been misrepresented. On-chain payments cannot be reversed, so this is a contractual remedy; milestone sizing is the primary protection.
• Contractor shall disclose any other Network funding for the same work.
• Contractor warrants that neither Contractor nor any person named on the proposal appears on the published register of bans, and acknowledges that a material breach of the conflict rules carries a permanent ban from every future award, confirmed at 15/21 and liftable only at 15/21 (Framework 6.6).
• Contractor acknowledges that the Manager of record or an engaged Technical Reviewer may recommend termination of this Agreement to the Committee where the milestone work product delivered, or the service performed, is materially below the standard the RFP required — including persistent failure to meet published service levels on a Service award (Framework 11.10a). On such a recommendation, any pending payment proposal is cancelled and no further milestone is approved for payment until the Committee decides. Contractor will be given the recommendation in writing and 10 business days to respond, and the response is published with it. The Committee shall decide within 15 business days of the close of that window and publish its decision with reasons, including a decision not to terminate, subject to the recusal, escalation to block producers, clock, and deemed-decline exceptions in Framework 11.10a. It may instead direct a recovery plan under Framework 11.9, setting a reassessment date. If no outcome reaches its threshold within that period the recommendation is deemed declined, the freeze lifts, and the cancelled payment may be re-proposed without a further award vote, carrying a fresh delay window. Any 60-day contracting period under Framework 10.10 is extended by the length of the freeze. Only the Committee terminates.
• Termination for non-delivery or for cause follows section 5 of the Agreement. (Counsel to confirm: section 5's automatic-termination limb is written for MSIG-appointed roles and does not fit an awardee — the general for-cause and without-cause limbs are the operative ones here.) Accepted milestones are paid; unearned amounts are not proposed; delivered Work Product remains with the VST under section 9. On a Service award the Operational Handover Set and the data export fall due on termination; on an Embedded award the licence back in 7.6 survives termination.
• If both rate sources fail, payment is suspended and neither party is in breach. Where the Delphi Oracle eosusd pair or the delphioracle contract becomes unavailable, renamed, or deprecated, payment continues at the CoinMarketCap fallback rate under Framework 13.4. Where that fallback is also unavailable, payment under this Agreement is suspended until the fallback returns, the original oracle meets the 7-consecutive-day recovery requirement, or block producers designate a replacement source under Framework 13.4–13.4a. Apply the restored source to approvals made after resumption; completed payments are not reopened. The suspension is not a breach by either party: the Manager of record's written determination on a milestone continues to be made and recorded, the approval for payment is made when payments resume at the rate then current, Contractor's delivery dates are extended by the length of the suspension, and any 60-day contracting period under Framework 10.10 is likewise extended. Where the suspension exceeds 30 business days, Contractor may terminate on 10 business days' written notice. The notice lapses if payments resume before it expires. Where Contractor terminates, accepted milestones are paid on resumption, unearned amounts are not proposed, the handover obligations in section 7 fall due, and the termination is recorded by the Manager of record and published (Framework 11.8). The long-stop does not run during any period in which a termination recommendation under Framework 11.10a is open on this award, so an awardee facing termination for cause cannot exit on the rate-source clock instead. Suspension and cancellation have the contract effects in Framework 10.9 and the first bullet above; suspension alone does not end this Agreement. Overlapping freezes extend a clock once, not twice, under 13.4a.
• Payment currency is A; the award is denominated in USD. Contractor bears no exposure to the price of A between the award and the milestone approval — the USD value is fixed and converted at approval.
• Contractor does bear exposure during the delay window. The A amount is fixed at approval, but the transfer executes after the delay (168 hours, or 72 if urgent, and longer if cancelled and re-proposed). Contractor receives that fixed quantity of A, whatever its price has done in the meantime.

7. What is delivered, and what the Network owns:

7.1 Work Product means the deliverable named in section 2 and in the published RFP, together with the documentation, configuration, and build tooling needed to use it. It does not include Pre-Existing IP.

7.2 Pre-Existing IP means anything Contractor owned or was licensed to use before the award, or developed independently of it (Framework 23.3a). List it here at contracting:

For Deliverable and Embedded awards, unlisted items do not qualify for the carve-out. For Service awards, omission does not transfer ownership of Contractor’s pre-existing software or IP (Framework 23.3a).

7.3 Vesting. Work Product vests in the VST under section 9 of the Agreement. Pre-Existing IP does not vest and remains Contractor's.

7.3a Licence back — Deliverable and Embedded awards. Where any Pre-Existing IP listed in 7.2 is embedded in the Work Product, Contractor grants the VST an irrevocable, perpetual, royalty-free, worldwide licence over it as so embedded, sufficient for the Network to use, modify, and have third parties operate the Work Product, surviving termination of this Agreement. Service-award licences follow the express contract terms under Framework 20.2a and 23.3a; this automatic licence back does not apply to Service awards.

(Blocking. Counsel to confirm section 9 permits the 7.2 carve-out and the 7.3a licence back by Schedule A. Until confirmed: no Service or Embedded RFP may be published, both relying on the carve-out by their nature; and no award of any shape may be contracted with a populated 7.2. A Deliverable award with an empty 7.2 carves nothing out and may proceed. If section 9 does not permit it, the Agreement itself requires amendment — a Schedule cannot narrow a clause it is subordinate to. Defining what the Work Product is for a shape does not narrow section 9; only the carve-out does.)

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Delete whichever of 7.4, 7.5, and 7.6 do not match the award shape in section 2.

7.4 Deliverable awards. The Work Product is released under [___], being — as the published RFP's licence mode requires (Framework 20.2a) — the licence required by the RFP, the licence Contractor offered from the permitted set and which the award accepted, or the default (Apache-2.0 for code, CC-BY-4.0 for non-code). The licence recorded here must match the award decision exactly. Where the deliverable is code, Contractor delivers a tagged source copy into a repository the Network controls — a link to Contractor's own repository is not delivery, since it can be moved, made private, or deleted. Otherwise, Contractor delivers the final files and any working materials into a Network-controlled store. Either way, with credentials, domains, and documentation. Closing also requires the final acceptance, final payment, public completion note, and any published review required by Framework 25.1–25.2, subject to their termination exceptions.

7.5 Service awards. This award funds an operated service. The running service is performed, not delivered, so there is no built artifact to hand over. For this award the Work Product in 7.1 is the Operational Handover Set, and nothing else — that is what vests in the VST under section 9. Section 9 is not disapplied; its subject matter is defined here.

The Operational Handover Set comprises the handover materials specified in the published RFP and this Schedule A, including an export, in a documented format, of any Network data the service holds. Configuration, deployment tooling, runbooks, and operating documentation are included only to the extent expressly agreed; Contractor’s pre-existing platform is excluded. Contractor delivers it at the end of the term, or on termination if earlier, and shall provide the data export on request at any time, not only at the end.

Because it vests, the Network may use, modify, reproduce, and give the Operational Handover Set to any successor provider. That is the point of it: a successor cannot run what it may not copy.

Contractor retains ownership of its pre-existing software and IP, which must be identified in 7.2; omission does not transfer ownership. Any licence to that software or IP must be expressly agreed in this Agreement (Framework 20.2a and 23.3a). The Network’s rights in the vested Handover Set do not transfer ownership of Contractor’s platform.

Handover and transition requirements, deadlines, payment terms, and any material limits on switching providers: [___], matching the published RFP. Any expressly agreed pre-existing-IP licences: [___]. Contractor warrants that a competent successor can use the Handover Set on those published terms, including the expressly agreed licences and disclosed limits; no handover of Contractor’s pre-existing platform is required (Framework 20.2a, 23.3a, and 25.1).

Contractor grants no exclusivity, and nothing in this Agreement prevents the Network from re-competing the service or engaging another provider. Service levels and term: [___], as published in the RFP. Closing requires delivery of the Operational Handover Set, confirmation that Network data has been exported, and the other applicable Framework 25.1–25.2 requirements and termination exceptions.

7.6 Embedded awards. The deliverable is built inside software Contractor already owns. The Work Product in 7.1 vests in the VST; the Pre-Existing IP listed in 7.2 does not.

The licence back in 7.3a applies, and on this shape it is the clause that makes the award worth anything: the deliverable runs inside Contractor's product, so without it the VST would own code it could not lawfully operate.

Where the deliverable is open source, it is released under [___] — being, as the published RFP's licence mode requires (Framework 20.2a), the licence required by the RFP, the licence Contractor offered from the permitted set and which the award accepted, or the default; the licence recorded here must match the award decision exactly. Contractor delivers a tagged source copy into a repository the Network controls under it; a link to Contractor's own repository is not delivery. Where the deliverable cannot be released as usable open source, the published RFP states what the Network receives instead — a licence, a service commitment, a source escrow, or a combination — and it is recorded here: [___]. Where the RFP declared Default mode, the licence above is the applicable default under Framework 20.2a.

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Open points for counsel

1. Awardees may be entities rather than individuals. The main agreement accommodates this ("an individual or entity"), but section 9 assignment by an entity should be confirmed as effective against that entity's own employees and subcontractors.
2. The conditional-on-disbursement term in the Awardee Schedule A sits alongside section 18 (entire agreement) and section 19 (amendments). Counsel should confirm a Schedule A condition precedent operates as intended against those clauses.
3. Section 6 says a contractor has no authority to bind or approve expenditures. A Committee member signing a disbursement is exercising authority granted by block producers through an MSIG Resolution and the on-chain permission, not by the contract. Section 2 appears to cover this, but it is worth an express confirmation given how central it is.
4. Section 15 pseudonymity versus the Framework's publication requirements — confirm that a stable public handle satisfies attribution for vote counts, recusals, and milestone approvals.
5. The rate-source suspension term in the Awardee Schedule A. Confirm that suspending payment on the failure of a third-party price oracle, with delivery dates extended and neither party in breach, holds against the termination and payment clauses of the main agreement — and that the long-stop, 30 business days of suspension and then 10 business days' notice that lapses if payments resume, operates as intended. A suspension now arises only where the CoinMarketCap fallback rate is unavailable too.