Co-Authored by: @Andrius, @bayar, @vandynathan and iValueChain Consulting

Summary:

This Proposal seeks to activate DappRadar DAO through its legal entity, DappRadar Foundation. It specifies the Intellectual Property (“IP”) developed by DappRadar UAB for DappRadar DAO over the past two years, the agreements that establish the associated costs, the transfer of said assets to the DAO, the utilization of DappRadar UAB native IP and DappRadar UAB as the initial service contractor supporting DAO on its way to a full decentralization.

Motivation:

DappRadar DAO and RADAR have been live and steadily maturing since their launch on December 14, 2021. By formalizing the relationships between DappRadar DAO and DappRadar UAB, we ensure that the DAO community directly controls and has full ownership of DAO native IP critical for DAO activities, unlocks revenue-generating potential through leveraging DappRadar UAB native IP, and spearheads decentralization effectively.

This proposal places DappRadar DAO towards this goal by giving RADAR token holders the power to (1) accept the transfer of the DAO native IP and its associated costs from DappRadar UAB to the DAO (2) accept the Access Agreement to leverage the DappRadar UAB’s IP and (3) elect DappRadar UAB as the service provider, improving accountability and fostering decentralization.

Abstract:

The goal is to implement the structure and processes necessary to make DappRadar’s product, service, and network function as a fully Decentralized Autonomous Organization (“DAO”) in the next 2-3 years.

🏡 DappRadar UAB and DappRadar DAO (Foundation)

DappRadar UAB, on one side, has been building the DappRadar platform since 2018 and initiated the process of building RADAR and DappRadar DAO. On the other hand, the DappRadar Foundation, established to facilitate a seamless transition to the DAO structure, is tasked with managing on-chain activities and off-chain responsibilities, including agreements with service providers and discreet partnership negotiations. It serves as a legal representative for the DAO, focusing on ecosystem development and maintaining confidentiality in strategic partnerships. To achieve this we have drafted three important legal documents between the two entities:

|Document|Details| | --- | --- | |Software Development Agreement|The DAO requires operational support to build the World’s Dapp Store. The Software Development Agreement permissions the DAO to source development and operational work relating to the DAOs native IP (including onchain utility such as RADAR and DAO initiatives).| |Access Agreement|To build the World’s Dapp Store, the DAO needs to integrate its onchain utility within the DappRadar platform (‘DappRadar UAB native IP’). As this platform is currently owned and built by DappRadar UAB the Access Agreement permissions the DAO to utilize DappRadar intellectual property to include RADAR and DAO community features.| |Loan Agreement|As the DAO did not always have direct financing mechanisms, a Loan Agreement was drafted to include all the previous DAO costs undertaken by the UAB. The Loan Agreement permissions the DAO to borrow finances from DappRadar UAB with legal conditions and an interest rate that ensures arm’s length between the two entities.|

More information explaining the evolution of the DAO’s Legal Structure can be found in the Whitepaper 2.0.

🛠 DappRadar DAO’s operational costs

In addition to providing clarity of the two separate legal and governance structures of DappRadar UAB and the Foundation, it is important to have clear financial and operational structures too. A clear structure will allow the DappRadar UAB’s departments and other community members to leverage DAO finances and operations to spearhead initiatives.

The team at DappRadar UAB has engaged with iVC Consulting (iValueChain Consulting), a consultancy that supports cross-border scaling by managing the complex regulatory requirements on the route to a future-proof structure. In this engagement, iVC Consulting has focused on the transfer pricing and cross-border arrangements. The overarching objective was to establish relationships akin to fully independent parties transacting at arm's length, i.e. market prices. The project was carried out with adherence to the international standards outlined by the Organization for Economic Co-operation and Development (OECD). The project further included getting clarity on the financial and operational costs that DappRadar UAB had undertaken over the past two years related to the aforementioned IP, the IP owned by the DappRadar UAB and the DAO/Foundation, and the future costs for supporting RADAR and DAO initiatives. The outcome promotes fairness and transparency of the activities within the DAO structure and other stakeholders.

📝 IP Audit

An important part of this transition is highlighting the revenue-generating IP currently developed by DappRadar UAB to the Foundation representing the DAO, especially as we start developing more features and integrations for RADAR and the DAO moving forward. To support this process, we completed an IP Audit with our external consultants iVC Consulting. Below you will find the intellectual property assets that will be transferred to the DAO as part of this Proposal:

|Intellectual Property Type|Intellectual Property Asset| | --- | --- | |Trademarks|$RADAR ||DappRadar PRO | ||DappRadar Boosting| |Copyright|Original Code/Smart Contracts to Staking ||Original Code/Smart Contracts to $RADAR| ||Content on the DAO Website| ||Original Content on social media accounts| ||Original Code to Airdrops| ||Original Code/Smart Contracts to Quests| ||Original Code/Smart Contracts to Token Bridge| ||DAO Forum| |Domain|dappradardao.com| ||dappradar.eth|

🔁 IP Transfer Costs (Loan Agreement and IP Development Costs)

For the past two years, the DappRadar team has been building the foundations of DappRadar DAO on multiple dimensions. From creating our multi-chain bridge and staking contracts to provide additional features for advanced users, encouraging long-term holders of RADAR and engagement in our ecosystem, and the incorporation and maintenance of the DAO legal structure. So far, these items have been funded by DappRadar UAB rather than the DAO’s Treasury Wallet.

We have worked with our external consultants iVC Consulting to ensure that any IP and DAO-related work executed by the DappRadar UAB is compensated by the DAO. DAO-related costs incurred by DappRadar UAB during the past two years of work were aggregated into a one-off payment that is included in the Software Development Agreement. Below you will find the costs relating to the Loan Agreement and Intellectual Property transfer: https://docs.dappradardao.com/dappradar-dao-report-march-2024

🤝 Access Agreement and Software Development Agreement

Following, an Access Agreement was created to allow the DAO to leverage the DappRadar intellectual property and integrate RADAR and DAO features into the DappRadar product. Alongside this agreement, a Software Development Agreement was drafted to allow the DAO to source development and operational work from DappRadar UAB to build the RADAR and DAO initiatives. As part of the Software Development Agreement, a large part of the drafting is to ensure that the IP transfer is included within the Agreement. The estimated cost of developing this IP has been included in the Software Development Agreement. Based on industry-wide analysis, we will add a markup fee of 10% to ensure structural independence between the two entities. Currently, it is mainly the DappRadar UAB that is the main provider of this work, but eventually, more third-party vendors and vendors will also support the process. The following diagram visualizes how the relationship and agreements between the entities will co-exist: