CIP-24: Continued funding for development services - Service Agreement No 2

CIP: 24
title: Continued funding for development services - Service Agreement No 2
author: @c3rnst
status: activ
created: 2023-03-06

Note: Due to the word count limitations, below is a shortened version of the proposal (excl. the review of the past year, the budget explanations and the team info). Full version available on the forum.

Simple Summary

This proposal asks for 6,000,000 USDC to be allocated to the service provider Nomev Labs, covering the execution of the Services on a consumption basis, for the period of April 2023 to and including February 2024.

The requested sum should be paid out of the KYCed 14.75M USDC raised and set aside by CoW DAO in February 2022 for the service provision of the development of the CoW Suite.

Overall, this will leave a total of 2,749,876 USDC KYCed funds at CoW DAO’s disposal (of which 2.2M currently in use by CoW DAO’s Core Treasury Team, cf. passed CIP-19 proposal here, 0.5M currently in CoW DAO’s Solver Bond and the remaining 49,876 USDC in the CoW DAO’s Daughter Safe).

Motivation

Our continued motivation is to fulfill CoW DAO’s vision of a decentralised future where digital assets can be traded in a fair, efficient and reliable manner among people and communities around the world. Trades must be securely protected, no matter who the user is. We consider this CIP critical to ensure ongoing development and refinement of the CoW Suite and for keeping a competitive edge within the decentralised exchange ecosystem, including strategic pivots.

Service Agreement

Services

• Code development and design based on the roadmap (cf. 1.b);
• Continuous improvement of the existing product and user experience;
• Executing relevant user research and proposing roadmap adjustments based on its findings;
• On behalf of CoW DAO, hosting relevant interfaces, upkeeping and housekeeping of forum.cow.fi;
• Assisting the CoWmunity in the promotion of the CoW Suite, including at and for conferences and with promotional materials;
• Fostering collaborations and partnerships on behalf of CoW DAO;
• Any other assistance and advice that may be provided by the team’s expertise, e.g. computer engineering, design as well as relevant project management and accounting services;
• Facilitating solver onboarding, vetting and assisting with payouts on behalf of CoW DAO;
• Ensuring system security, providing development operations and security personnel. Per need, driving bug bounties for CoW DAO’s settlement (incl. via Grants DAO);
• Engaging the CoWmunity in the decision making process using the regular governing mechanism;
• Engaging with interested parties in outlining a potential next fundraising round on behalf of CoW DAO with alignment on KYC needs (to be decided);
• Effective outsourcing to specialists and external parties.

Other Services may be included in further CIPs for CoW DAO to decide upon separately (they can but must not lead to additional funding requests, dependent on scope, timing and efforts).

Development roadmap

The roadmap is decided by the CoW DAO by means of improvement proposals and forum upon suggestions from any interested contributor. It’s the responsibility of CoW DAO and its members to propose and decide the way forward - we want to comply with this ethos: it’s important to keep this roadmap flexible to adjust to community voices and successful proposals, changing competitive environments as well as improving and changing technological advancements. We propose that the next 3 months will be dedicated to the following items and features:

• Customer Order Interaction
• Partially fillable orders
• Automatic indexing of smart contract orders
• Node diversity and trade quality monitoring
• The interface’s features will include other wallet integrations, hard cancellations, bundling Safe transactions, partial fills, improving limit orders experience and significant improvement of the technical code and SDK (software development kit)
• Confirming or iterating on a DAO-user focus
• Re-evaluating the effectiveness, transparency and trust-minimization of the CoW governance platform

Features that might follow after the improvements mentioned above are in place:

• Adding support for EIP2612 (allowing gasless approvals);
• Deployment on selected Layer 2s;
• Canonical batches;
• Improving the Batch Explorer and adding more information;
• Adding more information to the CoW Swap UI (eg user surplus, trading charts etc., subject to user research).

Budget

From 1. April 2023 - 29. February 2024, the USD budget estimate comprises the following significant positions:

Cost Centre	Estimation (USD)
Team compensation (aggregate)	3,850,000
Third party services	1,030,000
Events & Travel	180,000
Network fees & testing	170,000
Hosting	108,000
External tooling	35,000
Office	27,000
Tax provision	600,000
Total	6,000,000

II Terms of the Service Agreement

Validity

• This Service Agreement and any following Service Agreement is subject to the successful passage of the Governance Mechanism set in place by CoW DAO (and as defined in the implemented Participation Agreement or any updated version thereof).
• The commencing of the Services is effective per successful passing of the proposal, starting from 1 April 2023.
• There is no automatic extension or renewal of this Service Agreement.
• The agreement cannot be terminated within the 11 month period (1 April 2023 - 29 February 2024).

Compensation

• The fee for the Services described above is 6,000,000 USDC (six million USDC).
• The fee corresponds to an estimate of the sum of all costs borne by the performance of the Services starting 1 April 2023 and comprising an entire calendar year, based on a time and material basis.
• The costs incurred with the provision of the Services to be considered are the direct and indirect costs.
• If in doubt, the fee is considered to be split equally across calendar months.
• The Company may review the fee according to actual costs incurred on a monthly basis, proposing changes and amendments, which in turn will be subject to the Governance Mechanism and therefore approval by CoW DAO.
• Any request for changes or amendments will be accompanied by a justification of prior costs borne (time reporting).

Payment

• With the successful passing of the proposal CoW DAO agrees to a prepayment of the fee and is not subject to additional invoices.
• Unless Nomev Labs asks for further compensation due to incorrect estimation no detailed time report will be provided.
• The prepayment is to be transferred from CoW DAO’s daughter Safe at the successful passage of Phase II.

Scope

• Some of the line items mentioned in the budget may decrease in the future, some may increase over the coming year.
• If the Services substantially widen and Nomev Labs grows its team for this purpose, Nomev Labs will propose a further Service Agreement.
• If Nomev Labs may dissolve any accounting provisions (such as tax provisions), resulting positive cash-flow will be reinvested into the company, in line with CoW DAO’s vision of a decentralised future and mission of enhancing the CoW Suite.

Intellectual Property

• All rights related to works, new products and processes, or correction or improvement of products or processes already existing in the CoW Suite in addition to works, inventions or creations, designs or models, trademarks, trade names, logos, software, databases, domain names or other materials and know-how (including trade secrets), whether registered or not, and regardless of their patentability, registrability or fixation, that Nomev Labs, individually or jointly, has created or whose creation has provided during the Service Agreement to provide services that relate, directly or indirectly, to the business of the CoW DAO, (hereinafter, “Intellectual Property”), belong by origin and since their creation to CoW DAO in accordance with the CoW DAO’s Participation Agreement (the “Participation Agreement”).
• This effect occurs when the Intellectual Property is generated during the provision of Services by Nomev Labs, regardless of whether or not the creation, or the cause of the creation, of the Intellectual Property is, wholly or partially, directly or through a third party.

Miscellaneous (in no particular order)

• Profit. The company may incur a profit. Profits are to be reinvested into the company, in line with CoW DAO’s vision of a decentralised future and mission of enhancing the CoW Suite.
• Subcontracting. The Company may subcontract any portion of the Services to be performed under this Service Agreement and remains responsible for the obligations under this Agreement.
• Assignment. Nomev Labs Lda may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
• Confidentiality: All information obtained privately (i.e. not via public discourse, such as blockchain transactions or on the CoW DAO Forum) shall remain the sole and exclusive property of the discloser (including CoW DAO and Nomev Labs Lda members).
• Definitions. Terms in this Service Agreement shall have the same meaning as in the Participation Agreement. In the event of any conflict or inconsistency between this Service Agreement and the terms of the Participation Agreement, this Service Agreement shall take priority as between them to the extent that is necessary to resolve the conflict or inconsistency.
• Affiliate. Nomev Labs Lda shall not be in any way seen as a member or affiliate of CoW DAO or any related party, only a Service Provider.
• Disclaimer. CoW DAO and Nomev Labs expressly disclaims all representations, warranties, guarantees, conditions and undertakings, including warranties of merchantability and fitness for a particular purpose.
• Limitation of liability. Nomev Labs Lda’s total aggregate liability for all and any claims arising under or in connection with this Service Agreement, regardless of form of action and whether in contract, tort, warranty, or other legal or equitable grounds (including in each case negligence), shall be limited to a maximum amount of USDC 50,000.00. Nomev Labs Lda shall not be liable for any actions taken by or on behalf of CoW DAO including Services and actions taken pursuant to this Service Agreement.
• Force Majeure. If the provision of the Services are affected, hindered, prohibited or made impossible in whole or in part by a Force Majeure, this shall under no circumstances be deemed a breach of this Service Agreement.
• Severance. If any provision of this Service Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
• Disputes. In the event of any dispute, claim, question, or disagreement, CoW DAO and Nomev Labs shall use their best efforts to settle the disagreement. To this effect, they shall consult and negotiate with each other in good faith (using the CoW DAO forum forum.cow.fi or any other Interface) and, recognising their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Any such amicable decision to resolve a dispute shall go through the CoW DAO Governance Mechanism. If no agreement is found within 30 days, the disagreement shall be referred to and finally resolved by arbitration by one arbitrator in London, United Kingdom, under the rules of the London Court of International Arbitration.
• Governing Law. This Service Agreement shall be governed by and construed in accordance with the laws of England and Wales.

Execution

Safe Transaction Data:

{
  "version": "1.0",
  "chainId": "1",
  "createdAt": 1679316432071,
  "meta": {
    "name": "Transactions Batch",
    "description": "",
    "txBuilderVersion": "1.13.3",
    "createdFromSafeAddress": "0xcA771eda0c70aA7d053aB1B25004559B918FE662",
    "createdFromOwnerAddress": "",
    "checksum": "0x7b2e5cfc4705476f8e259a6b609c132df137011aea0f849453fbac312d6e2171"
  },
  "transactions": [
    {
      "to": "0xA1cb7762F40318ee0260F53e15De835fF001cb7E",
      "value": "0",
      "data": "0x6a761202000000000000000000000000a0b86991c6218b36c1d19d4a2e9eb0ce3606eb480000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000014000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000001c00000000000000000000000000000000000000000000000000000000000000044a9059cbb000000000000000000000000c498e8063c95b65d97fe9172bf952bf1c8d3333000000000000000000000000000000000000000000000000000000574fbde6000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000041000000000000000000000000ca771eda0c70aa7d053ab1b25004559b918fe66200000000000000000000000000000000000000000000000000000000000000000100000000000000000000000000000000000000000000000000000000000000",
      "contractMethod": {
        "inputs": [
          {
            "internalType": "address",
            "name": "owner",
            "type": "address"
          },
          {
            "internalType": "uint256",
            "name": "_threshold",
            "type": "uint256"
          }
        ],
        "name": "addOwnerWithThreshold",
        "payable": false
      },
      "contractInputsValues": {
        "owner": "",
        "_threshold": ""
      }
    }
  ]
}

CoW DAO main safe will execute a transaction from its daughter safe at 0xA1cb7762F40318ee0260F53e15De835fF001cb7E to send 6,000,000 USDC to the Safe at 0xC498e8063C95B65d97fE9172bf952bf1C8d33330