Token Order Form

TOKEN ORDER FORM

Client Name:    Vendor Name:

Order Number:    Order Date:

WHEREAS

WHEREAS, Vendor develops, mints, or issues digital or physical tokens and associated goods or services for commercial distribution; and

WHEREAS, Client desires to purchase the tokens described in this Token Order Form (the "Order") and Vendor agrees to supply such tokens under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Order and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

ORDER DETAILS

ITEMIZED ORDER

Provide a complete description of each token item below. Unit prices and quantities must be stated in USD.

SCOPE OF WORK

The Vendor will perform the following services in connection with the production, issuance, delivery, and acceptance of the tokens ordered below. The Scope shall include design, minting/production, testing, packaging, and delivery where applicable.

PAYMENT TERMS

All amounts payable under this Order are due in United States Dollars. Unless otherwise agreed in writing, payment obligations shall be as set forth below.

Late payments shall incur interest equal to percent per month (or the maximum permitted by applicable law, if lower), calculated daily from the due date until paid.

DELIVERY, ACCEPTANCE, TAXES

Delivery Method / Platform:

Lead Time (business days):    Shipping Terms:

Acceptance Procedure: Unless Client provides written rejection for non-conforming tokens within business days of delivery, the tokens shall be deemed accepted.

Taxes: Client shall be responsible for sales, use, value added, and similar taxes arising from this Order, unless Client provides a valid exemption certificate in advance.

TERM AND TERMINATION

This Order shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Order for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Termination for convenience by Client requires written notice at least days prior to the desired termination date and may be subject to reasonable cancellation charges.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Order, is independently developed by the receiving party, or is rightfully received from a third party without restriction.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Order, (b) restrict disclosure to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) apply at least the same degree of care to protect Confidential Information as it uses with its own confidential information, but in no event less than reasonable care.

INTELLECTUAL PROPERTY & LICENSES

Unless otherwise agreed in writing, Vendor retains all intellectual property rights in tooling, designs, software, and processes used to produce the tokens. Client is granted a non-exclusive, non-transferable right to use any deliverables solely for internal commercial exploitation of the tokens purchased under this Order, subject to payment in full.

GOVERNING LAW

This Order shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Order.

ENTIRE AGREEMENT

This Order, together with any exhibits, appendices, and mutually executed amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

CANCELLATION & REFUNDS

Cancellation of an accepted Order may result in charges to Client for work performed, materials procured, and reasonable restocking or penalty fees. Refunds, if any, will be at Vendor’s discretion and subject to reconciliation of costs incurred.

NOTICES

All notices required under this Order must be in writing and sent to the contact information set forth above or to such other address as a party may designate in writing. Notices are effective upon receipt.

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