CIP-DRAFT: Continued funding for development services - Service Agreement No 5

[Kowrigan]

**CIP-DRAFT: Continued funding for development services - Service Agreement No 5**

title: < Funding for Consolidated Services under the New Legal Structure for 2026 >
author: < @Kowrigan>
status: Draft
created: 2025-10-28

Simple Summary

• This proposal is filed by the Core Team (the “Service Provider”) and requests that CoW DAO earmark 13,800,000 USDC from the treasury for calendar year 2026 to fund its operations.

• Pursuant to CIP‑64, CoW Foundation will allocate the approved budget quarterly to each of the four Legal Entities: CoW Foundation, CoW Core Limited, CoW Hosting Limited, and CoW Business Limited; in line with their mandates.

• Each Legal Entity will then sub‑contract the Service Provider for its respective workstream and compensate the Service Provider monthly in arrears, for the scope of services described in this CIP.

• Additionally, the Core Team requests a top-up of 100,000,000 COW tokens to be allocated to the CoW Team Grant Allocation Committee for contributors long-term alignment.

Motivation

CoW DAO’s mission is to make digital‑asset trading provably fair, cost‑efficient and MEV‑resistant. Achieving that vision in 2026 hinges on pairing the DAO’s new legal structure with an uninterrupted stream of specialist execution capacity.

• Preserve product momentum & market reach. For several years the Service Provider has shipped major protocol upgrades, launched new products and features, and expanded to additional chains. Continued funding keeps this proven team focused on the roadmap and accelerates growth (new product research and innovation, L2 expansion, and strategic partnerships).

• Maintain a growing technological system: Given that CoW suite of products grew from 4 to more than 10 networks, with more than 10B traded on a monthly basis.

• Operationalise the legal framework. The requested budget is allocated by the Foundation to the four legal entities (including itself) according to their functional remits, thereby realising the structure’s operational efficiencies.

• Sustainable, transparent funding. Switching to monthly, invoicing (instead of large upfront transfers) smooths the Service Provider’s cash flow while giving the DAO and the Foundation twelve checkpoints per year to verify KPIs, pause or redirect spend, and earn yield on un-disbursed treasury assets.

The Past Execution in a Nutshell (Background & Performance Context)

To provide context for this funding request, it is valuable to review the performance of the core contributing team that will be engaged by the Service Provider. The achievements of 2025 demonstrate a track record of effective execution and financial diligence:

• Market share increase with prudent financial performance encompassing profitability at a protocol level

• Migration to a Fair Combinatorial Batch Auction mechanism

• Strategic integration partnerships (Aave, LI.FI, Bungee, etc.)

• Cross-chain swap feature

• Onboarding of solvers including those running their own drivers

• Setup of new legal structure (CIP-64)

• Deployment of 5 new networks

Financial: The budget allocated for 2025 activities was managed with diligence. A focus on high-impact initiatives and careful cost control ensured that all key objectives were met within the allocated financial scope.

Values in USD

Month	A) Budget at Treasury	B) Budget at Foundation	C = (A+B) CoW DAO budget	Spent from CIP	Variance
01/01/2025	633,333.33		633,333.33	419,379.00	213,954.33
01/02/2025	633,333.33		633,333.33	406,356.90	226,976.43
01/03/2025	633,333.33		633,333.33	500,736.00	132,597.33
01/04/2025	633,333.33		633,333.33	495,061.00	138,272.33
01/05/2025		633,333.33	633,333.33	754,303.26	-120,969.93
01/06/2025		633,333.33	633,333.33	375,900.23	257,433.10
01/07/2025		633,333.33	633,333.33	434,115.20	199,218.13
01/08/2025		633,333.33	633,333.33	347,971.42	285,361.91
01/09/2025		633,333.33	633,333.33	734,435.35	-101,102.02
01/10/2025		633,333.33	633,333.33	591,376.55	41,956.78
Subtotal	2,533,333.32	2,533,333.32	5,066,666.67	3,733,823.01	1,332,843.66

This history of execution provides confidence in the team’s ability to effectively utilise the funds requested in this proposal for 2026.

For more context, please refer to the Core Team update (Jan to Aug 2025)- Update on CIP-58: Funding for development services - Service Agreement fulfilment.

Scope of Services & Entity Mandates

As established in CIP-64, the Foundation will coordinate the distribution of the services under this CIP across the four distinct legal entities adjacent to CoW DAO. This CIP mandates that each entity will subcontract the execution of the services within its mandate to the designated Service Provider.

Main Development Focus

While remaining flexible to adapt to community feedback, we propose that the year 2026 be dedicated to the below items. This list is not exhaustive and may evolve.

• Growing CoW Swap volume and market share through strategic, awareness-driving activities

• Supporting the integration of CoW Protocol into relevant B2B partners both within TradFi and DeFi

• Deploying CoW Protocol on relevant EVM chains

• Expanding CoW Protocol & CoW Swap beyond the EVM ecosystem

• Bringing CoW Protocol’s unique smart orders to EOA accounts

• Building a prototype of Cross Chain Solution, based on CoW’s intent, leveraging efficiency gains via CoW’s unique batch mechanism across chains

The Team

The team that plans to execute this Service Agreement on behalf of the Legal Entities is the same core group that has been dedicated to the CoW DAO ecosystem for several years and is committed to its long-term success. The team consists of more than 40 full-time positions, with world-class expertise across engineering, cryptography, research, product management, design, business development, marketing, and operations. The team operates under the stable and continuous leadership of the Core Team and has a proven track record of delivering on ambitious roadmaps.

Compensation & Budget

The Service Provider has calculated a total spend of 12,600,000 USD for the delivery of all services for the term. The budget below breaks down this cost by expense category and the responsible legal entity.

Budget Breakdown by Entity

From 1st of January 2026 - 31st December 2026, the USD budget estimate is allocated as follows:

CIP Area	Request from Treasury	CoW Business	Foundation	CoW Hosting	CoW Core
Frontend	1,700,000			1,700,000
Backend & Smart Contracts	2,800,000				2,800,000
Solvers	1,500,000				1,500,000
DevOps & Infrastructure	1,700,000				1,700,000
Product management	700,000		700,000
Marketing & BD	2,900,000	2,900,000
Operations, Finance and Legal	1,100,000		1,100,000
Totals	12,400,000	2,900,000	1,800,000	1,700,000	6,000,000

Note: This request excludes any budget for Foundation operations, which is regulated under CIP-64: Incorporation of a legal structure for CoW DAO.

Execution: Proposed Transaction & Payment Process

Upon successful passing of this CIP, CoW DAO’s treasury team is mandated to execute the following:

1. Initial Funding: The CoW Foundation treasury shall finance on a quarterly basis its main multisig, so that the officers can fund each entity multisig according to its individual treasury needs. The transfers should be made in a relevant stablecoin (e.g., USDC) by the 10th of the month post quarter end.

2. Monthly Payments: Each entity will then be responsible for disbursing its portion of the service fees to the Service Provider in twelve equal monthly instalments, managed by the entities’ Director(s).

Contributor’s Alignment

Since the 2022 spin-off from Gnosis DAO, the Core Team has delivered consistently. At TGE, the DAO approved a 15% team allocation managed by the CoW Team Grant Allocation Committee (the “Committee”) to foster long-term alignment. That program helped retain 12 of the original 22 contributors and sustain a broader group of 40+ builders across the CoW DAO products.

From the original pool, ~26 M COW (~2.6% of total supply) remains uncommitted (excluding grants already awarded but still vesting). To maintain continuity as several grants complete vesting and to recruit world-class talent, the Core Team requests a top-up of 100M COW to be allocated to the CoW Team Grant Allocation Committee, which was recognised by CoW Foundation as a Delegated Committee. The Committee will administer token allocations, consistent with past practice and under Foundation oversight, using time-based vesting schedules over the next four years. Prior to Snapshot voting the Committee will suggest the wallet address for the CoW Team Grant Allocation to be transferred to.

Terms and Conditions

Service

Pursuant to their foundational mandates established by CoW DAO in CIP-64, the Legal Entities agree to execute their respective services for the 2026 term by subcontracting all operational tasks defined herein to the Service Provider. The Service Provider shall collaborate closely with the Directors of the Legal Entities and the broader CoW DAO community to understand wider objectives and tailor services to align with CoW DAO’s vision and products. Activities and results will be shared through periodic updates, with comprehensive reviews typically conducted semi-annually. Specifically, a half-year update in Q3 2026 and a full-year update will be provided in Q1 2027.

Payment

Upon approval of this CIP, CoW DAO agrees to the allocation of the Requested Funds to Legal Entities.

CoW Foundation is hereby granted the authority to manage this total budget and allocate funds periodically to its own operational wallet and to the operational wallets of the other entities (CoW Core Ltd., CoW Hosting Ltd., and CoW Business Ltd.). This flexibility is granted to allow for dynamic adjustments based on evolving operational requirements throughout the Term.

This authority is subject to the following conditions:

1. Total disbursements across all entities shall not exceed the total budget approved in this CIP.

2. All fund allocations must be consistent with the established mandates of each entity as defined in the Service Allocation Matrix.

3. All inter-entity fund allocations must be transparently documented and presented to the community in the regular transparency reports.

The Legal Entities will use these allocated funds to pay the Service Provider monthly in arrear for services rendered under their respective sub-contracts resulting from this CIP.

Term and Termination

This Agreement shall commence on the 1st January 2026 and shall remain in full force and effect until the 31st December 2026 (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 Directors of the Legal Entities shall notify CoW DAO at least thirty (30) days prior to the Term end regarding any proposed extension.

Early Termination

The Service Provider may terminate its engagement with the Legal Entities for convenience by providing three (3) months’ prior written notice in the form of a Forum post.

CoW DAO may command the Legal Entities, individually or together, to terminate their engagement with the Service Provider 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 the Legal Entities or the Service Provider may terminate their engagement if any law, decree or regulation is enacted that directly prohibits or materially impairs the performance of the core services under this Agreement.

Consequence of Early Termination

Upon the effective date of termination:

1. Final Settlement with Service Provider: The Service Provider shall be entitled to payment for all services satisfactorily performed up to the effective termination date. The Legal Entities shall settle any final, pro-rata invoices for completed work. The Service Provider must reimburse the Legal Entities for any portion of a monthly payment that covers a period extending beyond the effective termination date.

2. Return of Funds to DAO Treasury: CoW Foundation and the Legal Entities are hereby mandated to return all unspent and uncommitted funds from the budget approved under this CIP to the CoW DAO treasury. This transfer shall be completed within thirty (30) days of the termination date, ensuring the remaining annual budget is secured under direct DAO governance pending further proposals.

Intellectual Property

All rights related to works, new products and processes, or any other creations resulting from the services provided under this Agreement (“Intellectual Property”), regardless of which entity contracted the specific work, belong by origin and since their creation to the CoW Foundation in accordance with its mandate under CIP-64 and the CoW DAO Participation Agreement. The CoW Foundation shall grant the necessary licenses to the other Legal Entities and the Service Provider to fulfil their operational duties.

Miscellaneous (in no particular order)

• Subcontracting.

  • The Legal Entities are hereby mandated by CoW DAO to subcontract the services outlined in this Agreement to the designated Service Provider. The Legal Entities remain responsible to CoW DAO for the fulfilment of this primary mandate.

  • The Service Provider may further subcontract all or portions of the services to specialist third parties as needed to fulfil its obligations. In doing so, the Service Provider remains fully liable and responsible to the Legal Entities for the performance, quality, and deliverables of any and all of its own subcontractors. The contractual relationship for any further subcontracted work exists solely between the Service Provider and the third-party specialist.

• Assignment. No party may assign its rights or obligations under this Agreement without the prior approval of CoW DAO via its Governance Mechanism.

• Confidentiality. All information obtained privately (i.e., not via public discourse) between CoW DAO, the Legal Entities, and the Service Provider shall remain the sole and exclusive property of the disclosing party. A receiving party including its subcontractor and agents must keep all information obtained privately confidential.

• Definitions. Terms in this Agreement shall have the same meaning as in the CoW DAO Participation Agreement. In the event of any conflict or inconsistency, this Agreement shall take priority.

• Independence of the Parties. The Legal Entities are independent legal persons mandated by CoW DAO. The Service Provider is an independent contractor to each Legal Entity. Nothing in this Agreement is intended to create a partnership or joint venture between any of the parties.

• Disclaimer. All parties expressly disclaim 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 to each Legal Entity for all claims arising under this Agreement shall be limited to a maximum amount of USDC 50,000.00. The Directors and officers of the Legal Entities shall not be liable for any actions taken in good faith on behalf of CoW DAO pursuant to this Agreement.

• Force Majeure. If the provision of the Services are affected by a Force Majeure event, this shall not 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, the relevant parties shall use their best efforts to settle the disagreement through good faith negotiation. 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.