This Proposal authorizes GoBlock USA LLC, with Christopher Davis (“Chris”) as its member, and Aaron Tarnowski (“Aaron”), an individual, both working cooperatively, and each acting as independent contractors, and not in the capacity of Traxa council members, to perform the Services listed below on behalf of Traxa DAO, LLC (“Traxa”), and to receive the Professional Services Fees listed below for those Services.

Services

Chris and Aaron will develop and submit the Roadmap deliverables for the US Census StatVentures Supply Chain Challenge Phase 2 as described at the following website:

https://www.challenge.gov/?challenge=statventures-supply-chain-p2

Any other Services not described here and not specifically associated with submitting the StatVentures Supply Chain Challenge Phase 2 deliverable are not in scope. Any expansion of Services would be additional scope and incur additional Fees, both of which would be agreed in advance before undertaking that additional scope.

Professional Services Fees

Chris will bill all hours incurred at a rate $350 USD per hour.

Aaron will bill all hours incurred at a rate $250 USD per hour.

Traxa will receive at minimum 40% of awarded prize money from the StatVentures Supply Chain Challenge Phase 2. The following breakdown represents how all parties will split the prize money.

At the completion of the Services, Chris and Aaron will independently submit Invoices for Billable Dollars (defined as hours incurred multiplied by USD rate per hour) to the Traxa council. Each Invoice will include a detailed accounting of the Billable Dollars including a record, by day, of daily hours incurred and a description of the activity for that day. The Invoices will be issued in USD and Traxa will pay the invoices in USD.

If Traxa is awarded prize money from the StatVentures Supply Chain Challenge Phase 2, and upon receipt of that prize money by Traxa, the Invoices to Chris and Aaron will be paid within 10 calendar days by check or electronic transfer.

If the Combined Billable Dollars of both Invoices is greater than 60% of the prize money awarded to Traxa, then the combined Professional Services Fees paid will equal 60% of the actual prize money awarded. In this case, the Fees will be paid to Chris and Aaron according to the following:

Chris = (Chris’ Billable Dollars / Combined Billable Dollars) * 60% of prize money awarded

Aaron = (Aaron’s Billable Dollars / Combined Billable Dollars) * 60% of prize money awarded

Traxa will retain the remaining 40% of the prize money awarded with no further recourse for collection of payment by Chris or Aaron.

If Traxa is not awarded any prize money, then payment for the Invoices will be declined by Traxa with no further recourse for collection of payment by Chris or Aaron.

Out-of-pocket expenses incurred by Chris or Aaron, if preapproved by the council in advance, will be Invoiced as incurred, at actual cost with no markup, and with all receipts in support.

Understanding that it may be some time before Traxa receives prize money, this agreement to pay Chris and Aaron has no termination date, and survives the existence of Traxa in all cases. In the case of the dissolution of Traxa and if post-dissolution the council members are still able to claim an awarded prize money, they agree to a personal recourse liability for the value of the Invoices if Traxa is awarded prize money.

Independent Contractor and Agent

It is expressly understood and agreed that Chris and Aaron are, and shall at all times be deemed to be, an independent contractor(s) to Traxa for the performing of Services as defined by the scope of work listed in this Proposal.

Chris and Aaron may represent themselves as Agents of Traxa DAO LLC to the US Census Bureau and to other parties involved in the StatVentures Supply Chain Challenge Phase 2.

Nothing contained in this Proposal shall be deemed to preclude Chris and Aaron from providing consulting or other services for others.

Confidentiality and Work Product

All deliverables of the Services are considered Confidential Information. Upon payment of the Invoices, the deliverables will be solely owned by Traxa.

Electronic Agreement and Recourse Liability

This Proposal will be documented in the Aragon system and voted on using that Aragon system at the following address:

https://app.aragon.org/#/daos/polygon/0xf8b18bba2c235b887b79f1f3ac134de19fab8924/dashboard

Upon five (5) council members voting in the affirmative, this Proposal will be valid and in effect. The electronic nature of the Proposal in no way alters the legal status of the agreements herein, and all council members voting in the affirmative personally attest to the legal validity of the Proposal.

All council members voting in the affirmative agree to their personal recourse liability of any unpaid Invoices under this Proposal upon receipt of awarded prize money.

It is understood that Chris and Aaron will be voting on this Proposal in the Aragon system as Traxa council members, and as independent contractors . Therefore, their vote in the affirmative binds them to this Proposal in both capacities.

In the case of a tie vote or a vote to decline the proposal, the Traxa council may submit a request for clarification and an updated proposal of Services to be provided by Chris and Aaron.

Venue is the state of Wyoming.

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