Token Distribution Request

TOKEN DISTRIBUTION REQUEST

Parties

Requesting Party Name:

Issuing Party Name:

Recitals

WHEREAS, Requesting Party desires that Issuing Party undertake a distribution of digital tokens on the terms set forth in this Request and any attached schedules; and

WHEREAS, Issuing Party is responsible for managing, recording, and executing token distributions in compliance with applicable contractual obligations, representations, and lawful requirements, and has agreed to perform the distribution under the terms herein; and

WHEREAS, the parties intend this document to constitute a binding request and service agreement governing the distribution activity described below.

Token Details

Airdrop Sale Vesting / Timelocked

Recipient Information

Scope of Work

Describe the distribution services, responsibilities, deliverables, and acceptance criteria. Include any technical integrations, on-chain actions, reporting obligations, and compliance steps required.

Payment Terms

Late Payment: Interest accrues on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Payments not received within days after invoice will incur the stated interest and may suspend distribution services until payment is remitted.

Term and Termination

Term Commencement Date:   Termination Date:

Either party may terminate this Request for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured after ten (10) days' written notice or for insolvency, unauthorized token issuance, or breach of representations and warranties.

Effect of Termination: Upon termination the Issuing Party shall cease further distributions and return or destroy confidential materials; all accrued fees and reimbursable expenses shall remain payable. Any tokens already distributed remain subject to the terms under which they were issued and any applicable vesting provisions.

Representations, Compliance and Certifications

Each party represents and warrants that it has full corporate power and authority to enter into and perform this Request, that execution has been duly authorized, and performance will comply with applicable laws. Requesting Party certifies that recipients have been screened and that distributions will not violate sanctions, anti‑money laundering, or securities laws to the best of Requesting Party's knowledge.

Requesting Party certifies that necessary KYC/AML and legal reviews have been completed for the recipients listed and will provide supporting documentation upon Issuing Party request.

Confidentiality

The parties shall hold in confidence and protect all non‑public, proprietary information exchanged in connection with this Request. Confidential information shall not be disclosed except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under governing law.

I acknowledge and agree to the confidentiality terms above.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other from claims arising from its breach of this Request, willful misconduct, or negligence. Neither party shall be liable for consequential, incidental, or punitive damages except to the extent arising from fraud or willful misconduct. The aggregate liability of either party for claims arising under this Request shall not exceed the fees paid under this Request in the twelve (12) months preceding the claim.

Governing Law

This Request shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Disputes shall be resolved in the courts located in the chosen jurisdiction unless the parties agree in writing to arbitration.

Entire Agreement

This Request, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Request shall be given in writing to the addresses set forth above or to such other address as a party designates in writing, and shall be effective upon receipt.

Acknowledgment

By signing below, the undersigned represent and warrant that they are duly authorized to execute this Token Distribution Request on behalf of the respective party and agree to be bound by its terms.

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