Veres One Board of Governors Agreement Overview
The Veres One Board of Governors Agreement is designed to enable an individual to make critical decisions on behalf of the Veres One Project while providing indemnity to the individual as long as they are acting in good faith.
There are a number of goals that the Board of Governors agreement is designed to achieve:
- A member of the Board of Governors is a self-directed individual that is expected to operationalize the Veres One Mission and ensure the smooth socio-political and financial operation of the Network.
- A member of the Board of Governors must not have a direct financial relationship or conflicting interest in the Veres One Maintainer, or any of the Accelerators.
- A member of the Board of Governors is indemnified as long as they are operating in good faith.
- Non-time critical Board of Governors decisions are made by consensus. Time critical decisions, that if not made may negatively impact the stability of the Network, may be made by a 2/3rds majority vote.
Veres One Board of Governors Agreement
This Veres One Board of Governors Agreement (this "Agreement") is made effective as of __________________________________ (the "Effective Date"), by and between The Veres One Project of __________________________________ ("Veres One Project") and __________________________________ of __________________________________ ("Board Member").
A. The Veres One Project is engaged in the business of facilitating the creation of software and providing the governance to enable anyone in the world to create and manage their own decentralized identifiers via the Veres One Network.
B. The Veres One Project desires to have the services of Board Member.
C. Board Member is an at will representative of The Veres One Project. Either party is able to terminate this agreement at any time.
Therefore, the parties agree as follows:
The Veres One Project shall employ __________________________________ as a Member of the Board of Governors. Board Member shall provide to The Veres One Project duties as needed to operationalize the Vision and Mission of the Veres One Project. Board Member accepts and agrees to such a relationship, and agrees to be subject to the general supervision, advice and direction of The Veres One Project Board of Governors.
Board Member acknowledges and accepts that they play a critical role in the ongoing stability of the Veres One Network. As such, Board Member agrees to participate in all Board of Governors votes. Not voting for a period of one month or more will result in a material breach of this Agreement.
Board Member acknowledges and accepts that they are to operationalize the Veres One Project Vision and Mission. Board Member agrees to not substantively change the Veres One Project Vision and Mission and to approve payments according to the approved funding model in a timely and responsible manner.
BEST EFFORTS OF REPRESENATIVE
Board Member agrees to perform faithfully, industriously, and to the best of Board Member's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of The Veres One Project. Such duties shall be provided at such place(s) as the needs, business, or opportunities of The Veres One Project may require from time to time.
The Veres One Project will reimburse Board Member for the following "out-of-pocket" expenses in accordance with The Veres One Project policies in effect from time to time:
- pre-approved travel, hotel, and meal expenses, excluding alcoholic beverages
- postage and other miscellaneous expenses under $250 in value
RECOMMENDATIONS FOR IMPROVING OPERATIONS
Board Member shall provide The Veres One Project with all information, suggestions, and recommendations regarding The Veres One Project's business, of which Board Member has knowledge, that will be of benefit to The Veres One Project.
REPRESENTATIVES INABILITY TO CONTRACT FOR THE VERES ONE PROJECT
Board Member shall not have the right to make any contracts or commitments for or on behalf of The Veres One Project without first obtaining the express recorded consent of greater than 2/3rds of the Board of Governors.
Board Member's relationship under this Agreement shall be for two years, beginning on __________________________________ (the "Effective Date"). This Agreement may be terminated by The Veres One Project upon one month written notice, and by Board Member upon one month written notice. If Board Member is in violation of this Agreement, The Veres One Project may terminate employment without notice and with compensation to Board Member only to the date of such termination. The compensation paid under this Agreement shall be Board Member's exclusive remedy.
TERMINATION FOR DISABILITY
The Veres One Project shall have the option to terminate this Agreement, if Board Member becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. The Veres One Project shall exercise this option by giving one month written notice to Board Member.
COMPLIANCE WITH THE VERES ONE PROJECT VISION AND MISSION
Board Member agrees to comply with the Vision and Mission as well as all of the rules and regulations of The Veres One Project.
RETURN OF PROPERTY
Upon termination of this Agreement, Board Member shall deliver to The Veres One Project all property which is The Veres One Project's property or related to The Veres One Project's business (including keys, records, notes, data, memoranda, models, and equipment) that is in Board Member's possession or under Board Member's control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Board Member.
All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered electronically via email to the appropriate email address or public mailing list.
Such addresses may be changed from time to time by either party by providing written notice and delivered electronically.
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties. Electronic signatures are the preferred form of signature.
If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
This Agreement shall be governed by the laws of the Commonwealth of Virginia.
This Agreement shall be signed by Chairperson of the Board of Governors on behalf of The Veres One Project and by Board Member in an individual capacity. This Agreement is effective as of the date first above written.
Chairperson of the Board of Governors
The Veres One Project