1. SUBJECT OF THE CONTRACT

1.1. The Customer charges and the Performer undertakes to provide services in implementation of the Customer's activities for Initial Coin Offering on the Customers' instructions of the project "Name", the website on the Internet: www.________.

The customer is obliged to pay services of the Performer on the terms of the contract according to the payment schedule given herein. Payment is made on _____________ wallet in Ethereum cryptocurrency at the average exchange rate on the website coinmarketcap.com or (in case of absence of that) at the rate of one of cryptocurrency exchanges: poloniex.com, kraken.com, bittrex.com.

The token is understood as the decentralized electronic asset emitted with use of the Ethereum blockchain (the blockchain for the cryptocurrency emis- sion can be changed by agreement with the Customer).

1.2. Main requirements for structure and content of the provided services are defined by the Performer's obligations in 1.1.

1.3. The Customer can order any of services given below separately or in complex.

2. OBLIGATIONS OF THE PARTIES 

2.1. Performer's obligations 

The Performer is obliged to: 

• to hold events for marketing promotion of the Name project which would include actions listed below;
• to establish the term of holding actions for the ICO preparation – 4 calendar months from the moment of signing of the contract.

2.2. MARKETING EVENTS

2.2.1. Offline marketing

• Creation of the project presentation (with addition of the video after its creation).

The cost of the presentation creation – $XXX with alterations and $XXX without.

• Creation of the promovideo in English, its introduction on the website. Includes writing of texts, creation of video series, use of the professional English-speaking announcer services.

The cost of the video creation – $XXX without introduction of changes andalterations and up to $XXX with modification and alterations if need to anddepending on the quality (though the top of the price isn't limited and attraction ofthe cryptocurrency world stars, etc. is possible).

• Presentations on the meet-ups for potential investors.

Cost – $XXX – $XXX (from 2 to 5 met-ups, payment for the performance to organizersand payment of the work itself).

• Trips to conferences and search of the Advisory Board famous participants.

Cost – $XXX – $XXX at the rate of $XXX – XXX for 1 conference on 1-2 people(conferences out of Moscow) together with design of the stand. If to sponsor for aconference, then it will be up to $XXX for 1 conference.

• Negotiations with potential investors.
• Implementation of the private placement (search for investors before the pre-ICO).

It's included in compensation in the form of % from the ICO (5-10% of the overallcollecting depending on the sum. Example: up to 10 million dollars 5%, over 10million dollars – 10% are paid).

2.2.2. Social media

• Creation of the project brandbook and the corporate style for the ICO.
• Accounts registration in social networks. 
• Announcements about the forthcoming ICO on social networks. 
• Hype (attention to the project) gradient creation and support in social networks before pre-ICO and ICO.
• Creation of bots in Telegram/Slack and also other social networks for communication simplification and a possibility of prompt replies to questions from community and potential investors. 
• The regular publication on social networks of information on the project and about the ICO preparation process.

Social networks

• Bitcointalk 
• Telegram 
• Reddit 
• Github 
• Medium 
• Facebook 
• Vkontakte 
• Youtube 
• Twitter 
• Slack 
• Instagram

Cost – $XXX for the whole project duration.

2.2.3. Contextual advertisement

The Performer undertakes to place contextual advertising for drawing attention to the project on the following platforms:

• Facebook, 
• Google Adwords, 
• Yandex Direct.

Also, the Performer undertakes to post other contextual advertising necessary in social networks for the project promotion and achievement of result – fundraising as after the pre-ICO/ICO company.

Cost:
The fixed cost – $XXX on the project duration plus the contextual advertising budget(approximately from 1 to 5% of alleged fees depending on results of the campaign).The proposed budget with respect to fees from the ICO of 10 million dollars is$XXX – $XXX.

2.2.4. Mass media

• Information distribution on the project and about the ICO. Hype and increasing attention of the mass media preparation for the project. Press releases.

Cost – $XXX – $XXX.

• Establishment of arrangements and payment for placements in necessary mass media refusing to place information and press releases for free. Regular publications in relevant (profile, financial, business) media in a format of author's columns, comments, press releases. Geotargeting: Asia, West, CIS, RussianFederation. Not less than 50 publications a month.

Cost – $XXX a month.

• Placement of information in the ICO ratings. Payment for paid ratings. It's recommended to choose 5-10 best ratings.

Cost – 5-10 bitcoins ($XXX – $XXX at a current rate, but changes are possible in connection with change in the bitcoin exchange rate).

2.2.5. Exchanges

• The Performer undertakes negotiations with online cryptocurrency exchanges on placement of the project tokens for providing a necessary trade volume.
• The Performer undertakes to place tokens at several exchanges and to make all possible efforts (including necessary remunerations to the exchanges) for placement of tokens at the largest exchanges (with a day cryptocurrency trade volume not less than XXX dollars).
• The Performer undertakes to place tokens during the optimum periods of time from the point of view of market conditions.

Cost:

$XXX for listing on top-1 exchange (on the average daily trading volume according to coinmarketcap.com);
$XXX for each of top-5 exchanges;
$XXX for each of top-10;
$XXX for each of top-20;
$XXX for the others

2.3. White Paper:

• The Performer undertakes to carry out all necessary actions for a correct White Paper structuring, its registration and preparation in the most attractive look for potential investors.
• The Performer undertakes to structure the information: -to work out contents and to establish the sequence of the White Paper sections.
• The Performer is obliged to carry out information search and introduction and also to assist in writing the White Paper.
• The Performer undertakes to carry out the White Paper updates, check Russian and English versions.
• The Performer undertakes to translate the White Paper into other l languages and to organize marketing events in other languages besides English (payment is discussed additionally).
• The Performer has to design the White Paper according to the project style.
• The Performer undertakes to prepare external references and references list.

Structuring of the White Paper with suppositional sections:

2.3.1. Business overview (project business part, green paper)

• Market overview (problems, competitors and solutions): Market size, Key Players, Our advantages.
• ICO details (ICO model).
• Financial model: Sources of incomes of the project, Dividends and incomes for investors, Estimated trade volume, Estimated market share, Ecosystem fund, guarantees for the investors.
• Team (team description including Advisory Board).
• Initial Coin Offering - structure, tokens allocation (bounty, team, marketing, produce development, pre-ico, ICO, post-ICO).
• Business model graphic scheme.

2.3.2. White Paper

• About.
• Project technology description.
• Technology workflow graphic scheme.
• RoadMap.

Cost of works on White paper structuring and designing – $XXX.

2.3.3. GWP examples. Good white paper policy.

The following good examples of White Paper are offered:

Good White Paper examples:

Quite correct practice is the division of business and technical parts:

SONM Business overview:
https://sonm.io/Sonm-BusinessOverview.pdf

SONM White Paper:
https://sonm.io/Sonm1.pdf

Black Moon Crypto:
https://blackmooncrypto.com/bmc_whitepaper_170911_v1.18.pdf

Golem Network White Paper:
http://golemproject.net/doc/DraftGolemProjectWhitepaper.pdf

AdEx:
https://www.adex.network/adex/AdEx-Whitepaper-v1.4.pdf

2.4. Writing and placement of the Performer's smart contract. Requirements to the smart contract.

• The Performer is obliged to choose the blockchain for the smart contract placement (preferable – Ethereum network).
• The smart contract has to have safety features. Safety criteria include problem-free funds reception for the smart contract with a free withdrawal of them to the Ethereum network wallet.
• Responsibility on security guarantees of the smart contract has to be discussed additionally with the smart specialist responsible for placement.
• Fund raising for the ICO campaign has to be carried out via the clever contract for fund raising using various cryptocurrencies (by the shape shift application, for example).

Cost - $XXX and % from the ICO fees and tokens is very desirable.

2.5. Financial model

• Selection of date, terms and amounts of the ICO which are most successfully corresponding to the cryptocurrency market conditions.
• Development of the most perspective financial ICO model which would include elements given below.
• Development of the placement structure (structure of team remuneration, structure of the bounty campaign).
• Development of the bounty campaign (Twitter, translations, signature campaign) – a campaign of remunerations in tokens for all who's in charge for the project PR.
• Remuneration calculation of the team participants.
• Development of the financial ICO model: quantity of tokens, motivational program for investors (quantity of bonuses before and after the ICO, during the first hours after the ICO, for the first and last investors).
• Development of staging of the ICO, stages and rounds amount (privateplacement, pre-pre-ICO, pre-ICO, ICO, SCO, ICO2, etc.).
• Development of the strategy of tokens release on the market after the ICO and management of their rate (pump and dump, etc.).

Development of financial model demands participation of highly paid and highlyprofessional market experts.

Cost – $XXX.

2.6. Legal support

• Development of the legal ICO model.
• Optimum jurisdiction definition for the company registration. Registration of legal entity for the beneficiary specified by the Customer.
• Development of the generated cryptocurrency status.
• Development of the DAO model and its coordination with the chosen jurisdiction current legislation.
• Development of the contract with investors (obligations to investors).
• Attraction to the contract development of skilled lawyers and to verification of the contract of the leading lawyers in this field.

Cost – $XXX – XXX.

Expenses such as the company registration fees and fixed expenses connected with the chosen jurisdiction are paid additionally. Trips of lawyers to another country if necessary are are paid additionally too.

2.2.6. The team

• The Performer undertakes to attract the most professional staff (within the budget).
• The Performer undertakes to provide training of the team in directions which the team lacks competences in.

2.2.7. Terms of the Performer's obligations implementation

The estimated schedule of works is given below. Failure to follow this schedule will not be the basis for cancellation of the contract or decrease in compensation to the Performer, and is given only for more detailed informing of the Customer.

The Performer undertakes to make the greatest efforts possible for performance of work within these terms.

Public holidays and days off of the main jurisdictions of the Customer and Performer were subtracted from these terms.

First 30-60 days of the campaign

• Registration and designing in a corporate style of all project accounts on social networks.
• The project team selection.
• Preparation of additional (marketing) accounts in social networks.
• Negotiations with contractors on creation of the project promovideo.
• Development of text and script for the video.
• Planning of meet-ups and trips to conferences with the project presentation.
• Development of the project financial model (expenses at each stage, benefit for investors, the ICO structure).
• Development of the ICO details.
• Proofreading of Russian and English White Paper versions. Registration of the White Paper.
• The project presentation on meet-ups and conferences.
• Completion of the White Paper editing and design.
• Creation of the video project.

60-90 days of the campaign

• Announcement of the project ICO and pre-ICO dates on social networks and on bitcointalk.
• Announcement of the marketing campaign details (bounty campaign, signatures campaign).
• Keeping the register of bounty and marketing campaign participants (approximately from 100 to 300 people), tracking of posts at forums and on social networks.
• Work on increase in number of subscribers on social networks. Cross-references between social networks and the website of the project.
• Development of the prototype elements and interface (carried out together with the Customer).
• Organization of the support service for potential investors. Answers to questions in social networks and various communication channels.
• The project presentation at conferences and meet-ups.
• Communication with the project developers. Updating of the prototype and codes on the github repositories.
• Regular information updating on social networks (full list with specifics for each type of social network as Twitter, Slack, Facebook and others).
• Conducting contextual advertising campaign.
• Management of increase in attention to the project (hype) before the start date.
• Preparation of the investor personal account and pre-ICO and ICO pages.
• The smart contract audit (and alteration if necessary).
• Placement of the smart contract for the pre-ICO fund raising in Ethereum network.
• Carrying out the pre-ICO.

90-120 days

• Final stage of the ICO preparation.
• Bringing the maximum hype by means of the project media presentation and comments to it.
• Keeping the register of bounty and marketing campaign participants (approximately from 100 to 300 people), tracking of posts at forums and on social networks.
• Further work on increase in number of subscribers on social networks. Cross-references between social networks and the website of the project.
• Negotiations with potential investors, private placement.
• Presentation at conferences and meet-ups.
• Supporting potential investors. Answers to questions in social networks and various communication channels.
• Communication with the project developers. Updating of the project codes and prototype on the github repositories.
• Regular information updating on social networks (full list with specifics for each type of social network as Twitter, Slack, Facebook and others).
• Conducting contextual advertising campaign.
• Placement of the smart contract for the pre-ICO fund raising in Ethereum network.
• Carrying out the ICO. By results of the ICO money has to be transferred into the Ethereum network account specified by the Customer in this contract.

3. The Customer's obligations

The Customer undertakes to contribute advance payment of 20% contractual sum prior to works.

The Customer undertakes to contribute payment for the services within 1 week after every month from the moment of signing of the contract.

The Customer undertakes to pay work of Performers as follows:

• $XXX a month for the project manager salary.
• $XXX a month for the salary of marketing employees (team of 5 people with experienced reputation and 5 people without wide experience). Includes the payment of the HR manager work on involvement of necessary experts to the project and also possible additional expenditure for personnel, such as hiring and training of additional employees.
• $XXX for all duration of the project for payment of the designer and the web designer work. Payment will include calculation for the White Paper design development, social networks website and the brandbook reation.
• $XXX to specialists in writing, audit and placement of the smart contract.
• $XXX a month for contextual advertising campaigns in Facebook and Google Adwords
• $XXX a month for work of additional project developers.
• $XXX on fee of lawyers on writing the public offer for investors and to legal support of the project.

Registration of the office and work of a team part at office on Customer's location is paid additionally.

Estimated fees:

pre-ICO $XXX – $XXX

ICO $XXX – $XXX

Summary finance table

The Customer pays to the Performer percent from fees at of N percent from the funds raised.

The Customer is also recommended to increase considerably motivation of thePerformer's team by payment of 5% tokens generated for the overtime work.

4. Obligations of the Parties

4.1. The contents of this contract from the moment of its signing are confidential and aren't subject to disclosure without mutual written consent of both Parties. The Parties undertake to keep confidentiality of this contract.

4.2. In case of a delay in works reception or complication of the procedure of additional Customer's wishes introduction the Performer doesn't bear responsibility for non-performance of work in the specified time. In this case terms of the project work performance will be postponed.

4.3. The Performer undertakes to start services provision within 7 calendar days from the moment of signing the present contract.

5. Responsibility of the Parties and disputes settlement order

In case of any disagreements which aren't possible to solve by negotiations,lawsuits of the Parties will be made in arbitration court of the Name city in theName country, and at refusal any Party or refusal from court – with use of theCryptonomica decentralized arbitration. (Cryptonomica.net) or otherdecentralized arbitration by mutual consent of both Parties.

5.1. At any issue that isn't provided by the present contract concerning responsibility of the Parties, the Parties are guided by the current legislation of the Russian Federation.

5.2. Disputes over the present contract the Parties undertake to resolve by negotiations. Disputes on which the agreement by negotiations can't be reached are the subject to permission in the location of the 1st Party.ct.

6. Validity period and the contract termination conditions

6.1. The present contract comes into force from the moment of its signing (the date specified in a preamble of the present contract) and works till full execution by the Parties of the liabilities undertaken.

6.2. The present contract can be dropped ahead of the schedule by agreement of the Parties.

6.3. All additions and annexes to the present contract have to be made in writing and signed by the Parties.

6.4. The present contract is made in duplicate, having the same validity, one of which is kept by the Customer, another by the Performer.

7. Addresses and bank details of the Parties