CIP: 59
title: Funding for Marketing & Business Development Services - Service Agreement
author: @chim9
status: active
created: 2024-12-11
Simple Summary
This CoW Improvement Proposal (“CIP”) requests the DAO to approve the allocation of funds to secure comprehensive business development and marketing services for CoW DAO, delivered by Defou S.A., an external Service Provider (the “Service Provider”) for the execution of the Services under the terms of the Service Agreement hereunder (the “Agreement”). The compensation will cover the Service Provider’s labor and expenses on a per-use basis for the period from 1 January 2025 to 31 December 2025 (the “Term”).
The Service Provider will be responsible for market analysis, brand positioning, campaign creation and execution, and developing an ecosystem of partnerships. This will boost CoW DAO’s brands and products visibility, customer engagement, and long-term growth in the decentralized finance ecosystem.
Motivation
To achieve the vision of a decentralized future where digital assets are traded fairly, efficiently, and reliably, CoW DAO requires a strategic approach to business development and marketing. By partnering with an expert Service Provider, this CIP ensures that CoW DAO will leverage tailored strategies aligned with the DAO’s values to expand brand awareness, strengthen partnerships, and engage new markets. The Service Provider will coordinate and facilitate the efforts of the various contributors contributing to the scope of service as defined below. This CIP is critical to ensuring that CoW DAO remains a competitive and innovative leader within the decentralized exchange space, aligned with the DAO’s long-term vision and values.
The Past Execution in a Nutshell
The Service Provider:
- secured a market making partnership with Wintermute and facilitated the listing of COW token on centralized exchanges (CEX) such as Coinbase, Binance, Kraken, etc.
- Promoted the CoW Swap Widget for integration with various partners.
- Developed business opportunities resulting in the integration of MEV Blocker in partner wallets
Scope of Services
The Service Provider agrees to deliver comprehensive business development and marketing services (the “Service”) to CoW DAO, including but not limited to:
- Conducting market analysis to identify target audiences, explore new opportunities, and assess emerging trends.
- Developing brand positioning strategies to ensure alignment with CoW DAO’s core values and market objectives, enhancing brand perception.
- Creating and executing multi-channel marketing campaigns to increase visibility and attract high-quality partnerships related to CoW DAO and its products including but not limited to CoW Swap, CoW Swap Widget, CoW AMM, MEV Blocker, and COW Token.
- Implementing lead generation and customer engagement strategies, as well as fostering and executing partnerships on behalf of CoW DAO to support sustainable development and growth of the CoW ecosystem and COW token.
- Providing progress reports and data-driven insights to ensure transparency, track performance, and align strategies with CoW DAO’s evolving goals.
- Distributing CoW DAO’s products, managing revenue sharing and fee programs between CoW DAO and potential partners in relation to such products.
Compensation
Fixed compensation
CoW DAO will allocate a budget of 20.000 USDC per month to compensate the Service Provider for the delivery of the Service, paid upfront
This compensation represents the Service Provider’s estimated costs for the provision of the Service. The proposed budget is based on projected labor, materials, and other direct/indirect costs to provide the Service.
The budget agreed upon for delivery of the Service is effective for the current term of this Agreement. In the event of any substantial changes to the budget or Service requiring an increased allocation requires the Service Provider to submit CIP to CoW DAO to adjust the fee on a monthly basis to account for actual costs incurred. Any such CIP is subject to the approval of CoW DAO’s Governance Mechanism as defined in CoW DAO’s Participation Agreement. In the event the Service Provider submits a fee adjustment proposal, it must provide a detailed account of costs incurred in the preceding months.
Service Fee for Third-Party Transactions
In addition to the monthly compensation, the Service Provider shall be entitled to collect a service fee for transactions facilitated with third-party partners on behalf of CoW DAO. Such a service fee shall not exceed 5% of such transaction value. All profits made from the Service Fee for Third-Party Transactions will be reinvested solely in accordance with CoW DAO’s vision of a decentralized future and its mission to enhance CoW DAO’s products and more generally the CoW ecosystem.
Rationale
Effective business development and marketing are essential for attracting new users and building partnerships. The Service Provider will tailor strategies using proven techniques like SEO/SEM, content marketing, social media marketing, and lead generation to expand CoW DAO’s reach and impact. This collaboration will empower CoW DAO to align its growth trajectory with user needs and establish itself as a leading decentralized exchange platform.
Alternate designs, such as internal execution of the Service, were considered but deemed less effective due to a lack of specialized expertise and the need for quick, market-aligned responses.
The proposed partnership approach ensures that the marketing and business development efforts will be executed by experts while remaining closely aligned with CoW DAO’s objectives and values.
Execution: Proposed transaction/ Payment
Upon successful passing of this CIP, CoW DAO’s treasury team is mandated to transfer the payment of 240’000USD to the Service Provider at eth:0x5FD8a90b910D7BE482068Db5b2B88eC9Eb0dF7A0 by 10. January 2025…
Terms and Conditions
Validity
This Agreement is subject to the approval of CoW DAO’s Governance Mechanism as defined in CoW DAO’s Participation Agreement. In the event CoW DAO does not approve this Agreement through its Governance Mechanism, this Agreement shall be null and void.
Service
The Service Provider agrees to deliver to CoW DAO the Service as defined above.
The Service Provider shall collaborate closely with CoW DAO to understand their business objectives and tailor services to align with the CoW DAO’s brand identity and target market. The Service Provider will employ various digital marketing and business development techniques, including but not limited to SEO/SEM, social media marketing,and other relevant strategies to raise brand awareness and drive business growth.
CoW DAO will provide the necessary information and access required to facilitate these services effectively.
Activities and results will be shared through periodic updates, with comprehensive reviews typically conducted semi-annually. Specifically, a half-year update in Q3 2025 and a full-year update will be provided in Q1 2026.
Payment
Upon approval of this CIP, CoW DAO agrees to a prepayment in full of the approved fixed compensation to the Service Provider.
Unless the Service Provider asks for further compensation due to miscalculation or misjudgement of Service scope to incorrect estimation, no detailed time report will be provided by the Service Provider to CoW DAO.
Upon approval of this CIP, the prepayment of funds to the Service Provider will be transferred from the DAO’s treasury via the established financial processes.
Term and Termination
This Agreement shall commence on the 1st January 2025 and shall remain in full force and effect until the 31st December 2025 (the “Term”).
Notwithstanding the foregoing, should funds remain available to continue the mandate provided by this Agreement, the Agreement may be extended for up to an additional six (6) months.The Service Provider shall notify CoW DAO at least thirty (30) days prior to the Term end regarding any proposed extension, including the estimated period for which the remaining funds will support its operation.
Early Termination
- The Service Provider may terminate this Agreement for convenience by providing three (3) months’ prior written notice in the form of a forum post.
- CoW DAO may terminate this Agreement if the termination is approved through CoW DAO’s Governance Mechanism (as defined in CoW DAO’s Participation Agreement); however, any termination approved through this mechanism shall not take effect until the expiration of a three-month period following the successful vote.
- Either party may terminate this Agreement if any law, decree or regulation is enacted that directly prohibits or materially impairs the performance of the core services under this Agreement; provided that such termination shall not take effect until the day prior to the effective date of such law, decree or regulation.
Consequence of Early Termination
In the event of early termination:
- The Service Provider shall, within thirty (30) days of the termination date:
- Reimburse CoW DAO for any prepaid amounts, less: (i) fees for services already performed and (ii) reasonable and documented expenses directly related to the services and incurred prior to the termination date;
- Provide CoW DAO with detailed documentation supporting all deducted amounts.
- All reasonable expenses claimed must be supported by receipts or other appropriate documentation and be consistent with the budget outlined in this Agreement
Intellectual Property & Grant of License
All rights related to works, new products and processes, or correction or improvement of products or processes already existing 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 the Service Provider, individually or jointly, has created or whose creation has provided during the execution of the 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 CoW DAO’s Participation Agreement.
This effect occurs when the Intellectual Property is generated during the provision of Service by the Service Provider, 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.
CoW DAO hereby grants the Service Provider a non-exclusive and non-transferable right to use CoW DAO’s Intellectual Property for the purpose of this CIP (“License Purpose”). CoW DAO authorizes the Service Provider to grant sublicenses for the sole purpose of executing this CIP consent. A prerequisite for this authorisation is that the sublicensee agrees to comply with all of the Service Provider’s obligations under this CIP.
The Service Provider is responsible for ensuring that CoW DAO’s products and Intellectual Property are marketed and presented accurately and in line with CoW DAO’s values to potential partners.
Miscellaneous (in no particular order)
Subcontracting. The Service Provider may subcontract any portion of the Service to be performed under this Agreement and remains responsible for the obligations under this Agreement.
Assignment. The Service Provider and CoW DAO 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 disclosing party (including CoW DAO and the Service Providers).
Definitions. Terms in thisAgreement shall have the same meaning as in the CoW DAO Participation Agreement. In the event of any conflict or inconsistency between this Agreement and the terms of the CoW DAO Participation Agreement, this Agreement shall take priority as between them to the extent that is necessary to resolve the conflict or inconsistency.
Independence of the Parties. The Service Provider is an independent contractor and is not an employee, agent, partner, joint venture, legal representative, an affiliate, or a member of CoW DAO. Nothing in this Service Agreement is intended to, or shall, operate to create a partnership or joint venture of any kind between the Service Provider and CoW DAO, nor authorise either Party to act as agent for the other. Neither Party has the authority to act in the name or on behalf of, or otherwise bind, the other Party in any way.
Disclaimer. CoW DAO and the Service Provider expressly disclaims all representations, warranties, guarantees, conditions and undertakings, including warranties of merchantability and fitness for a particular purpose.
Limitation of liability. The Service Provider’s total aggregate liability for all and any claims arising under or in connection with this 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. the Service Provider shall not be liable for any actions taken by or on behalf of CoW DAO including Service and actions taken pursuant to this Agreement.
Force Majeure. If the provisions of the Service 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 Agreement.
Severance. If any provision of this 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 the Service Provider 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 thirty (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 Agreement shall be governed by and construed in accordance with the laws of England and Wales.