PREAMBLE

This Decentralized governance Agreement ("Agreement") is executed and maintained on-chain between seven (7) parties (collectively "Members") through their respective blockchain wallet addresses, facilitated through the BIDSMART MEMBER DAO.

1. DEFINITIONS
1.1. "DAO" means the Decentralized Autonomous Organization governing the BIDSMART project.
1.2. "Platform" means the BIDSMART bidding and procurement platform.
1.3. "Governance Token" means the token issued to Members enabling participation in DAO governance.
1.4. "Base Token" means the cryptocurrency token native to the Base network.
1.5. "Profit Share" means the designated percentage of revenue from Platform operations.
1.6. "Smart Contract" means the self-executing contract with the terms directly written into code.

2. PROFIT DISTRIBUTION
2.1. The total Profit Share shall be calculated as a percentage of all revenue generated from:
            a. Bid packages sold through the Platform
            b. Re-purchase packages sold through the Platform
2.2. Distribution Structure:
            a. One percent (1)% allocated to DAO Treasury

3. DAO TREASURY
3.1. A dedicated treasury holding 1% of Platform revenue shall be established and maintained through smart contracts.
3.2. Treasury management shall be conducted exclusively through DAO governance mechanisms.
3.3. Treasury funds may be allocated for:
            a. Technical development
            b. Marketing initiatives
            c. Strategic partnerships
            d. Platform enhancements
            e. Other BIDSMART-related purposes as approved by DAO governance

4. GOVERNANCE
4.1. Each Member shall receive equal Governance Tokens for DAO participation.
4.2. Requirements for Governance Participation:
            a. Members must connect a wallet supporting Base Token
            b. Members must hold required Governance Tokens
            c. Members must follow established proposal and voting procedures
4.3. Governance Rights include:
            a. Submitting proposals
            b. Voting on proposals
            c. Participating in treasury management decisions
            d. Contributing to platform development decisions

5. PROPOSALS AND VOTING
5.1. All proposals must be submitted through the designated DAO platform (Aragon).
5.2. Proposal Scope and Limitations:
            a. Proposals must directly relate to BIDSMART platform enhancement or operations
            b. Acceptable proposal categories include:
                        i. Technical development of BIDSMART
                      ii. Marketing strategies for BIDSMART
                      iii. Treasury allocation for BIDSMART initiatives
                      iv. Partnership agreements benefiting BIDSMART
                      v. Platform modifications and improvements
                      vi. Collaborations that enhance BIDSMART's ecosystem
            c. Proposals unrelated to BIDSMART's development or enhancement will be invalid
5.3. Proposal Timeline and Voting:
            a. Minimum voting period: 24 hours
            b. Maximum voting period: 72 hours (3 days)
            c. Proposals automatically close after the specified voting period
            d. Proposals failing to reach quorum within the voting period are automatically rejected
            e. Proposal creators must specify voting duration within these parameters
5.4. Voting Requirements:
            a. Minimum quorum: 51% of total Governance Token holders
            b. Passing threshold: Simple majority (>50% of votes cast)

6. MEMBER INDEPENDENCE AND PRIVACY
6.1. Members shall be identified solely by their wallet addresses.
6.2. No personal or business identification information shall be required or stored.
6.3. All interactions shall be conducted through verified wallet addresses.
6.4. Independent Marketing Rights:
            a. Members retain the right to independently participate in BIDSMART marketing   activities
            b. Independent marketing activities do not affect DAO membership or profit sharing rights
            c. Members may operate as independent agents or entities within the BIDSMART ecosystem
            d. No approval from other DAO members is required for independent marketing activities
6.5. DAO Privacy and Access:
            a. The DAO shall maintain private status
            b. Participation is restricted to the eight designated members
            c. No public participation or governance rights shall be granted
            d. DAO operations, while recorded on blockchain, shall not be advertised for public participation
            e. Member wallet addresses shall not be publicly identified as DAO members

7. TECHNICAL IMPLEMENTATION
7.1. Smart Contract Infrastructure:
            a. Automated profit distribution
            b. Treasury management
            c. Governance token distribution
            d. Proposal and voting mechanics
7.2. Platform Integration:
            a. Wallet connectivity
            b. Transaction processing
            c. Revenue calculation and distribution

8. MEMBER INDEPENDENCE
8.1. Business Independence:
            a. Members maintain complete business autonomy outside of DAO obligations
            b. Independent business activities do not affect profit sharing rights
            c. Members may compete or collaborate independently in the market
8.2. Conflict Resolution:
            a. Independent activities shall not require DAO approval
            b. Disputes regarding independent activities fall outside DAO governance
            c. Treasury funds cannot be used for individual member marketing activities

9. CONFIDENTIALITY
9.1. DAO Operations:
            a. Member identities shall remain confidential
            b. Voting records visible only to DAO members
            c. Proposal details accessible only to members
9.2. Public Relations:
            a. No member shall disclose other members' identities
            b. DAO existence may be acknowledged without revealing membership details
            c. Marketing materials shall not reference DAO membership

10. TERMINATION
10.1. This Agreement may only be terminated through a supermajority (75%) DAO vote.

11. GOVERNING LAW
11.1. This Agreement shall be governed by and construed in accordance with smart contract code deployed on the blockchain.
11.2. Any disputes shall be resolved through DAO governance mechanisms.

EXECUTION
This Agreement is executed through digital signatures (wallet addresses) of all Members on [DATE] through [PLATFORM].

Wallet Addresses of Members:

[WALLET_ADDRESS_1] 0xdB2…..115a
[WALLET_ADDRESS_2] 0xD84…..4304
[WALLET_ADDRESS_3] 0xda1…..9213
[WALLET_ADDRESS_4] 0x9eB…..B1e2
[WALLET_ADDRESS_5] 0x183…..AB30
[WALLET_ADDRESS_6] 0xd3e…..08B3
[WALLET_ADDRESS_7] 0x42f…...0056

DAO Contract Address: 0xC6fe6310b45228191A98a80eBB6690990a2f21e2

Treasury Contract Address: 0xc6fe6310b45228191a98a80ebb6690990a2f21e2

Proposal

Voting

Actions