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Alignment = Green
Near-alignment = Yellow
Mis-alignment = Red
Should D_D contribute any capital to a D_D spin-off project (like Eden)? Should they receive $CODE or any other forms of financial capital investment from D_D?Should D_D receive an equity share in the spin-off project? If so, how much?Should we include any milestones or conditional unlocks for the equity share?Should D_D expect to receive a spin-off project's token allocation from their initial token supply?Should there be any vesting periods or cliffs included for possible equity share and token allocation - for the founders?Should there be any vesting periods or cliffs included for possible equity share and token allocation - for D_D?Should D_D expect a profit share or a revenue share from the spin-off project? If so, which? And what is a reasonable amount to expect from the spin-off project?Should we be considering any other financial value alignment besides revenue/profit/equity/token share? If you are aware of any other types of models that you think would be beneficial to consider, please let us know.Should D_D have decision-making representation on the spin-off project's leadership team? What, if any, ethical guidelines should D_D spin-off projects be held to? Should D_D have a say in a project's business/product strategy decisions (such as hiring and firing, product-market fit, profit and loss calculations, regulatory risks, legal entity formation, etc.)? Should we permit spin-off projects to use D_D name, logo, branding, or artifacts that have been created for the DAO (such as the governance framework)?Should D_D have any claim over spin-off project's IPs (trademarks; copyrights; trade secrets; business concept; patents: utility, design; overall created content)?Should D_D require that the spin-off project have its own legal entity before entering into this partnership agreement? Should D_D have any claim over materials that are created during project incubation in D_D (memos, spreadsheets, websites, blogs, social media accounts)? Should any part of the spin-off projects be required to be open-sourced?If there is a dispute between D_D and the spin-off project, how should that dispute be brought to the D_D's attention? Which D_D group/team/individual/role holder needs to become aware and get involved?What should be the process for resolving a dispute between D_D and the spin-off project?Should we hold spin-off project leaders liable for misrepresentations (ie misrepresenting who they are, or what their technology is, or what their team is able to do)?Should we hold spin-off project leaders liable for losses?Do you have any strong opinions about including warranties in the partnership agreement?Up to what amount of $$ should this agreement cover losses?
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Proposed path forward$CODE for now. In the future, more possibilities. Stewards have right to cut funding at any point.6% equity share is the standardNo milestones or unlocks; D_D only gets a portion if the project is successful and profitable.6% of the token distribution is the standard??No profit/revenue share. Only equity & token distributionFor the standard agreement, no. For the future, explore a social impact bond for nonprofit venturesYes, relative to the equity/token share that D_D holds.For most projects, follow the D_D Code of Conduct. For AI/ML projects, clear parameters for sound AI ethics.??NoYesD_D shares ownership with the project until/unless the project has its own legal entity.YesD_D needs to have someone on the initiative's Board, and that person needs to notify the Budget Stewards & Foundation Directors when there is a dispute.Mediation and if that doesn't work, then Buy-SellYes, cut the projects off from D_D and make a public statement. No legal action.No, but we do have rules about how $CODE can be used (e.g. only a certain % can be exchanged for other $'s, certain percentage must be paid to members, etc.)Project will offer their product/service to the DAO at cost.If the partner's actions cause material damage to the D_D brand, then D_D has the right to recoup losses.
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kempsterrrr | D_D | BST#8590$CODE at the moment, more in the future when we have the funds. this should apply to public goods and for profit projects2%, 3%, 4%, 5%, 6%, somewhere in the range provided, very interesting re seedclub getting 3% that is a very good barometer for us i think however 3% makes sense fro tokens as they are liquid but maybe not for equity as it is notI think we should set things up so it is their project and we get X, if we start trying to play with how much ownership their get of their own project for me that will be a huge turn-off for founders. can't imagine a VC doing something similar, in fact i'd imagine the reverse being far more likely i.e. if you hit these goals we'll give back x% (but don't think that is a good idea either)3%, 4%, 5%, 6%, same as above really. Tokens are liquid assets and have much more realistically value than equity as they can be traded, used to create liquidity pools (this could be a value add we provide eventually!!) . they also allow us to participate in any future governance which is I think is essential for a web3 accelerator supporting projects that are creating tokens, more so even than the financial upside in many waysas above, I really think we should avoid trying to dictate how ownership structures beyond out stake works and just opt for having preferential equity/token allocation that can't be diluted. that said I've never been involved in a deal like this so maybe it's more common, just want to optimise for desirability of launching a project in D_Dthis is a very nuanced one I'm not sure about. if we do have it, this should be inline with anything in place for the founders but default feeling is it would be better to have an agreement like we had with Gitcoin which is D_D agrees to hold onto X% of the tokens for Y period of time so there is protection against being rugged.

gets more nuanced if they're decentralising governance early on, i.e. will founders want their backer to have the largest say in Governance, probably not, but also doubt decentralising governance straight out of the gate is a bad idea generally.
think it would be better to avoid profit/revenue shares agreements, token/equity seems much cleaner and better for everyone involved.don't know of anything else, on the IP point think we should actively avoid trying to hold on too any IP beyond DAO brandingooooooooooh very interesting question. this is answered very easily if the DAO gets governance tokens vs equity but much more complicated in equity scenario. I'd default to no in equity scenario (especially in short-term), as this requires a human that can add value being involved on their board otherwise it risks being detrimental to their success.

super interested to hear others thoughts on this
on some level we get this via the budget application process, unsure if this should be added to an agreement. be interested to know if there was precedent for this.

wouldn't want the DAO to have a litigation going on if a project did something nefarious, would prefer to just let it go. Be more concerned that the DAO has no liability for bad actions than trying to stipulate what folks can and can't do
in short no. rather the DAO should provide resources/connections/networks/expertise that help projects make these kind of decisionsI think it would be amazing for D_D projects to have something on their site that states D_D S1 Cohort or a Developer DAO project, or similar, y combinator do this well and the brand means something when people see it and is really beneficial for their brand.

I think we should have very different rules for anything that is "the D_D whatever" i.e. agency, academy etc. and to be honest imho they should sit within the overall structure of the DAO even as a separate entity/sub-dao to compartmentalise risk.

if you're part of the D_D and the D_D whatever, you get the protection and legal resources of the overall organisation, if you're a spin out, you don't. we'll eventually need agreements for creating seperate entities for things that grow like agency, academy and accelerator but this is a ways away before it's required (really a risk and independence thing) and don't think we need to solve for it right away
no, very bad idea imho. lots of complexity when we could just get equity/tokens. I also remember there being some legal issue with foundations owning IP that is used to generate money and would need to confirm this with council.I think so, yes, but I'm not sure how this would work. ultimately we're on a social contract and if people are bad actors the DAO is going to immediately disown them etc.

it's a tough balance whereby getting people to create an entity early on is a pointless barrier but without one where is the liability. feels like a good faith for me at this stage, maybe we need an agreement for the champion directly that they will honour an eventually agreement for an entity that is created. unsure if the contributor agreement we have might cover this buy worth exploring.
depends. definitely not earned media assets like socials, websites, blogs etc. but maybe some collateral like pitch deck etc. could be good. think it would be better to do this on good faith though rather than write it into a contract, just thinking about that makes me feel like a founder would hate the idea. very tough. default position for me should be yes, but not everything as that is unrealistic and I don't think it should be in the agreement, it should a governance/social matter.

broadly speaking very wary of getting any of these kinds of requirements into the agreement tbh, would much prefer to just focus on an air tight contract that ensure the DAO gets value returned. beyond that founders should be able to do what they do
Foundation directors as the signers of any contractors and the people who have a fiduciary duty need to be notified immediately, the actual legal risks don't flow to anyone else.

beyond that, I'm not sure. but we shouldn't be making legal decision via governance that is for sure. It really depends on the dispute and this is largely why i think the simpler this agreement can be, the better. we should only ever really be having to deal with people trying to argue the contract for tokens/equity isn't valid, beyond that nothing else really matters imho. if we started adding all these other things we're just asking for problems we don't need.
i think we should seek to avoid any situation where we having to deal with disputes beyond is our claim on tokens/equity valid, everything else is just more problems we need to deal with that we probably don't want to deal with. If that situation arises there is precedent for this in the foundations articles regarding using international arbitration rules with an independent mediator in the state of NY, US. remind me to find this for you Honestly don't know enough, but really keen to avoid any situations or language where D_D ends up fight failed projects in court for being bad actors unless it has a big detrimental impact on D_D.Broadly, no. We're allocating $CODE in good faith. That said, if they spend it on stripers what do we do in that situation I'm not sure. imho the $CODE monthly vesting protects against this to some degree but maybe we need more protection. General theme is avoiding this kind of disputes even being a possibility as much as possible and relying on Governance/budget processes to weed out bad actorsreally don't like the idea of people being on the hook for anything other than returning value if value is created. feels very anti what we're trying to achievesame sentiment as above, we're making $CODE investments in good faith. really don't want the foundation to end up in court with bad actors unless they are actively trying to harm the brand or they're trying to argue the foundation is not due it's tokens/equity
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lu.an#9388I think this should be on a case-by-case basis. At this immediate point in time, it's not financially feasible. And considering things from a broader perspective, projects which begin in the DAO (such as Eden Protocol) benefit from labour, as well as market and customer research that would take other startups months and a lot of capital to obtain. The existence of Developer DAO and its various spaces alone (plus the fact that there's a $CODE budget allocation) can already be considered an investment.8%, Considering what Developer DAO is looking to be in the future, I'd say 8-10% should suffice. I'm speaking not solely of what it is today, but what people are actively building it into being. Yes. Conditional unlocks make the most sense. You can't take what does not exist. But if things grow and succeed, then a slightly larger stake is just a bigger piece of an already big (and profitable) pie.10%+, I'd say something between 8-15% - but it should go on a case-by-case basis.The standard 4-year lockup is fine. Some should potentially stretch out a little further (e.g. DeFi). But it's also good to have wiggle room. In some instances, the money can be life-changing, so there should be flexibility in vesting periods (within reason). I'm all for structure, but I absolutely loathe rigidity. We should always apply a human-first approach in our endeavours.

From what I understand, Rohan Seth was able to use Clubhouse's $10M Series A deal to fund research for his daughter, who was born with a rare genetic mutation. There should always be wiggle room around vesting periods for such circumstances.
I think 2-3 years should suffice for Developer DAO and a cliff at 50% of the way. Example: 3 year lock-up = cliff at 18 months. A 2 year lock-up = 1 year cliff etcThere's a slight error in this question: as it asks if D_D should expect 'a profit share or revenue share' instead of an EQUITY share or a revenue share. Flagging as it might be a little confusing for others, when trying to answer. I think Developer DAO should play it on a case-by-case basis, and build out infrastructure for both scenarios. I think equity is better (for the DAO's treasury, portfolio etc) in some circumstance. The main point is that any agreement should be mutually beneficial.Nothing that I can think of at this time.If a board of Directors is being formed, then an elected representative from Developer DAO should occupy a seat. But I also think clear boundaries and workflows should be set in any written agreement. i.e. will D_D be involved in the day-to-day running of the spin-off? etcHaving a diverse team should be mandated, if seeking support from D_D. And all the obvious expectations one might have: harassment and bullying of any kind, constitutes gross misconduct etc. Any work/product/protocol/tool etc that exploits marginalized groups, should be a huge red flag. Some tech companies provide facial recognition algorithms to US police departments, which empower them to harass and brutalize Black and brown citizens, more than they already do. So any AI/ML spin-offs should have clear parameters for observing sound AI ethics.

There was a project running on $AVAX that allowed people to bet on the outcome of criminal case in the US. That's an obscene level of opportunism, as it is. But considering how corrupt and broken the US judicial system is, it's essentially allowing people to profit from the victimization of entire people groups in the States. statistically, certain demographics experience higher number of incarcerations in the US. So stuff like that, we can't be having any form of affiliation with. There's a lot of nuance to be applied in these matters, ultimately.
As mentioned in an earlier question: clear boundaries and workflows should be set in any written agreement. i.e. will D_D be involved in the day-to-day running of the spin-off? etc Because if we're involved in the day-to-day operations, then yes we should have a say. I think that any spin-off that enters into a written agreement with the DAO, has a fiduciary duty of some form. So decisions that have potential negative ramifications, need to be discussed in advance. E.g. regularity considerations

As it pertains to legal entity formations, I think we can offer guidance; but the founders must do what they feel is best.
Case-by-case basis. The parameters around this needs to be clearly defined in a written agreement. And it needs to makes sense (and be mutually beneficial). A written agreement encourages spin-off projects to be mindful of their conduct and the usage.NO.Yes.No. If it is for the spin-off project, then there's no real benefit that the DAO has 'ownership' over these things. So long as non-ownership does not result in a non-favourable scenario for the DAO. Again, I emphasize that any agreement should be mutually beneficial for all parties involved.Within reason, and where applicable. All public-goods projects should be open-source at key levels by default, however.If there's a BoD, then the appointed person should be the one to bring this matter to the table.Mediation, Escalation, Buy-SellYes.Yes.Nothing that comes to mind at this juncture.Recoup losses equal to its initial financial investment in $CODE or other tokens as a bare minimum. And potentially also account for losses in other potential ventures, whereby resources were reduced or not applied elsewhere, as a result of focusing on a particular spin-off project.
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Erik_Knobl#0082Just $CODE. Any other investment can be discussed depending on the specif case.5%D_D should provide each project support for 1-3 seasons, no more. Stewards should watch the development of each project, and have powers to cut support at any given point. In exchange of that support, projects should give D_D 5% of their tokens/equity when/if they they launch.5%Yes. Same period of vesting as the current core team of D_D:
"50% of the Founder Team & Advisors allocation will vest at token issuance with 50% of the tokens subject to a 2 year vesting period. Distributions will happen monthly. Vested tokens can be used as governing power, while unvested tokens cannot."
No.Same, 5%No. If the project is issuing governance tokens/equity of some kind, then yes, D_D can appoint a representative, depending on how the project structures this.D_D will only initially fund projects aligned with its Mission and Values. Once the project has spinned off, D_D will reserve the option of being linked to the project only if this alignment continues.Only if the project's decisions affect D_D legal entity status somehow.Spin-offs projects can't use the D_D brand, but they should be required to have D_D as a free official sponsor, as long as D_D requires it.No.Yes. Until they do, D_D can claim the IP as our own.Yes, until the project have its own legal entity.My initial response would be yes, because it's aligned to our Mission. Not sure how good is that for the overall health of the DAO.Mainly, Stewards. But the whole conversation should be open.Buy-SellYes.Yes.Both previous warranties seem fair enough to me.Recouping initial investment seems basic to me. I would push for a added fine if the brand is damaged, for example.
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Colin4ward#6586Perhaps out of a fund set aside for these projects, but probably not out of the treasury from Season allocations6%profit != equity but I don't think that there should be any conditions for D_D receiving equity after the project accepts funding outside of some catastrophic failure on the part of the DAO to provide the funds or support offered.6%2 years, 1-year cliffNoNoSocial impact bond may make sense for non-profit venturesWould have to be on a per-project basis but the idea of the DAO itself having a board position is interesting.Just that the project team observes the D_D CoCOnly to the extent that those decisions might have risk implications for the DAO itselfProbably not as a sponsor. I think having a very specific way that we recommend using the brand that includes logo files and phrasing such as "A Developer DAO venture"noIdeally the agreement would be between D_D and the new entity, but I can see room for exceptions here, especially for time-sensitive ventruesnoI would find such a requirement to be arbitrary and prohibitive. Would rather this be a cultural norm than a rule.Depends on the dispute, but generally speaking probably an Incubator initiative lead/teamMediation, Escalation, Buy-SellI struggle to imagine what sort of hard power could be exercised over the venture here other than cutting the project off from DAO channels and making a public statement.Idk about remuneration but this does make me think we should have stipulations about how $CODE can be deployed (e.g. only a certain % can be exchanged for other $'s, certain percentage must be paid to members, etc.)Only that the project will offer their product/service to the DAO for free or at costSounds very difficult to enforce
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Alex1237#2487First Question: I think so, but after D_D itself gets fund and then try to support internal projects.
Second Question: Agree with CODE financial support
4%
Agree with conditional unlock, we could separate project targets into pieces. For example, D_D gets 4% shares, unlock 2% when token is issued and unlock 1% every time when the project reaches a target
1%Definitely
follow the above answer of the question `Should we include any milestones or conditional unlocks for the equity share? Please elaborate.`
If profit/revenue share needed, I prefer through the token. If you hold the token, you are gonna share the revenueSorry for that, I am not an expert in this field. I think current methods or financial tools are enough for our DAO
It depends on the project's progress. At the beginning of a project, almost all members are from DevDAO. Although D_D entity does not directly make decisions, all members follow the spirit of D_D. When it grows up and members from the outside join it, D_D may lose control but still have the right to vote.
On the other side, it's up to the type of the project. If this project is going to be a DAO -- community management, D_D just holds tokens to make decisions. If not, like a defi, gamefi or protocol, we should have a member working in the leadership team (I think at most of time, we can do that)
No idea now. Try to prevent bad things from happening before they set up the projectMaybe only suggestions and support, like helping them with entity formation
Since a project gets approved by Budget Stewards and receives CODE allocation, the project allows to use our stuff, which is also a good way to extend our influence
That's too much I think. It may limit the project development
we could do that but be more flexible at the beginning. Partnership with individuals first and gradually move to the cooperation between project entity and DAO foundation
No, I think. But those contents should be public and open-source.Projects should open the codes and repos. The meeting notes, voluntary I think.Founders of projects, Budge Stewards(some of them), team members, and Investors(if it hurts their interest)Mediation, Escalation, Manager Tie-Breaking VoteAgree with that. Maybe OKR will be responisble for that, or we discuss in weekly cordination meeting.Sure. That's the reason why we distribute budget monthly. For me, the above is enough. You should mention the penalty when the above happensget back what D_D invests and not allow the leaders of the project to get any funding from D_D anymore
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