Researcher Grant Agreement

Aligned Sovereign Intelligence Protocol (ASIP)

This Researcher Grant Agreement (“Agreement“) is entered into as of [DATE] (“Effective Date“) by and between:

Grantor: Aligned Sovereign Intelligence Institute, a Texas-domiciled organization (“ALI“, “Grantor“, “we”, “us”), with principal contact at [email protected]; and

Grantee: [GRANTEE LEGAL NAME], an individual / institution (“Grantee“, “you”, “Researcher”), with principal address [ADDRESS], email [EMAIL], and designated wallet address [WALLET ADDRESS] (“Grantee Wallet“).

Grantor and Grantee are each a “Party” and collectively the “Parties.”

Recitals

WHEREAS, ALI operates the Aligned Sovereign Intelligence Protocol (ASIP), a milestone-driven grant protocol for independent AI safety and alignment research;

WHEREAS, Grantee has submitted or been selected for Grant ID [GRANT ID] (“Grant“) as described in Exhibit A;

WHEREAS, the Parties wish to set forth the terms under which Grantee will perform the Research and receive Grant funding, consistent with ASIP’s open-science mandate and the Aligned Institute Terms of Service v1.2 and Privacy Policy v2.1, which are incorporated by reference; and

WHEREAS, this Agreement does not constitute an investment contract, equity interest, or token purchase — Grantee receives non-dilutive research funding only.

NOW, THEREFORE, the Parties agree as follows:

1. Definitions

• “Research” means the AI safety and alignment research activities described in Exhibit A, including all Deliverables.
• “Deliverables” means the specific outputs, milestones, publications, datasets, code repositories, or other work products listed in Exhibit A and Exhibit B.
• “Grant Funds” means the total USDC amount specified in Exhibit A, denominated in United States dollars via USDC on Base Protocol (Phase 1) or as otherwise specified upon mainnet activation.
• “Mainnet Activation” means ALI’s publication of a counsel-approved mainnet grant disbursement mechanism, which may include Sablier v2 payment streams and on-chain verification via verifySubmission().
• “Testnet Period” means any period during which the Grant is recorded, evaluated, or verified on Base Sepolia or other designated testnet environment prior to Mainnet Activation.
• “Authority Score” means the on-chain researcher reputation metric calculated by ASIP smart contracts per the published formula.
• “KYC/AML” means identity verification and anti-money laundering screening conducted by ALI or its designated vendor.

2. Grant Award; Non-Dilutive Nature

2.1 Grant Award. Subject to the terms of this Agreement, Grantor awards Grantee the Grant in the amount and on the schedule set forth in Exhibit A. The Grant is provided for Research purposes only.

2.2 Non-Dilutive; No Equity. The Grant does not confer any ownership, equity, profit participation, governance token entitlement (ABC or AIC), or investment return in ALI or any portfolio company. Receipt of Grant Funds does not constitute a securities transaction.

2.3 No Guarantee of Future Funding. This Agreement covers only the Grant identified in Exhibit A. Grantee has no entitlement to additional grants, renewals, or mainnet honoring of testnet activity except as expressly stated herein or in a separately executed agreement.

3. Research Obligations

3.1 Scope. Grantee shall perform the Research in good faith, with professional diligence consistent with institutional research standards, and in alignment with ASIP’s mission of independent AI safety research.

3.2 Deliverables. Grantee shall complete all Deliverables by the dates specified in Exhibit B. Deliverables must satisfy the ASIP Grant Evaluation criteria applicable to this Grant, including any hard pass/fail gates and scoring dimensions published in the ASIP Evaluation Methodology Annex or Grant Board determination.

3.3 Reporting. Grantee shall provide progress reports as specified in Exhibit A and respond promptly to reasonable verification requests from the Grant Board or ALI.

3.4 No Misrepresentation. Grantee shall not submit fabricated data, plagiarized work, or research that Grantee knows to be materially misleading. Material misrepresentation is grounds for immediate termination and clawback under Section 10.

3.5 Rotation. Unless otherwise agreed in writing, Grantee acknowledges ASIP’s standard rotation policy: funded research projects are expected to spin off commercial entities or rotate out within thirty-six (36) months, creating capacity for new initiatives. This Section does not require Grantee to cease academic employment or publication activity.

4. Open-Source and Intellectual Property

4.1 Open-Source Mandate. Unless Exhibit A expressly states otherwise for a specific Deliverable, all Research outputs — including code, models, datasets, and technical reports funded by this Grant — shall be released under an OSI-approved open-source license or equivalent public-domain dedication designated in Exhibit A (default: [LICENSE, e.g., Apache 2.0 / MIT]), within thirty (30) days of Deliverable acceptance.

4.2 Pre-Existing IP. Grantee retains all right, title, and interest in intellectual property created by Grantee prior to the Effective Date or outside the scope of the Research (“Background IP“). Grantee grants Grantor a non-exclusive, royalty-free license to use Background IP incorporated into Deliverables solely to the extent necessary to exercise Grantor’s rights in the Research outputs.

4.3 Foreground IP. Grantee assigns to Grantor — or, at Grantor’s election, grants Grantor an irrevocable, perpetual, worldwide, royalty-free license to — all right, title, and interest in Foreground IP (intellectual property created solely in performance of this Grant), sufficient for ALI to publish, reproduce, and sublicense Research outputs for the ASIP public-good mission. Grantee retains the right to be identified as author and to use Foreground IP for academic and non-commercial research purposes.

4.4 Commercialization. If Grantee elects to commercialize Research outputs, Grantee shall notify Grantor in writing. ALI may participate in commercialization discussions per separate written agreement. Commercialization does not relieve Grantee of open-source obligations for work already delivered under this Grant.

4.5 Third-Party Materials. Grantee shall not incorporate third-party proprietary materials into Deliverables without disclosure and, where required, a sublicense sufficient for open-source release.

5. Payment Terms

5.1 Denomination. All Grant Funds are denominated and paid in USDC (or USDT, at Grantor’s election) on Base Protocol during Phase 1. SAT treasury reserves in Phase 1 consist of USD stablecoins only. No commodity-denominated payment is contemplated under this Agreement unless Exhibit A is amended following Phase 3 activation and written notice to Grantee.

5.2 Testnet Period — Stasis. During the Testnet Period:

• No Grant Funds are disbursed;
• No on-chain IOU, debt instrument, or transferable promise of payment is issued to Grantee;
• Grantee’s submissions, Authority Score accruals, and milestone progress may be recorded on-chain for evaluation purposes only;
• Testnet records do not create a monetary entitlement. Mainnet payment is conditional on Mainnet Activation, KYC/AML clearance, sanctions screening, FINMA or applicable legal authorization, and successful milestone verification.

5.3 Payment Conditions Precedent. Grantor shall not initiate any payment stream or transfer Grant Funds until all of the following are satisfied:

1. This Agreement is fully executed;
2. Grantee has completed KYC/AML verification to Grantor’s satisfaction;
3. Grantee’s Grantee Wallet and identity have passed sanctions screening (OFAC, EU, UK, UN lists);
4. Mainnet Activation has occurred (for mainnet disbursements);
5. The applicable milestone has been verified pursuant to Section 6 and verifySubmission() (or equivalent Grant Board attestation on testnet per Exhibit B);
6. No Event of Default under Section 10 has occurred.

5.4 Milestone Schedule. Grant Funds shall be released according to the milestone payment schedule in Exhibit A. Each release is tied to acceptance of the corresponding Deliverable(s) in Exhibit B.

5.5 Grantee Wallet. All payments are made to the Grantee Wallet specified above. Grantee is solely responsible for wallet security, gas fees, and tax reporting. Grantee shall not change the Grantee Wallet without written notice and re-verification of KYC/AML and sanctions status for the new address.

5.6 Withholding. Grantor may withhold or reduce payments as required by applicable law, court order, or sanctions obligation. Grantee is responsible for all taxes arising from Grant Funds.

6. Milestone Verification

6.1 Verification Process. Each Deliverable shall be submitted through the ASIP Grant Platform (AGP) or Grant Board Verifier application. Verification proceeds as follows:

1. Grantee submits Deliverable with required metadata and evidence links;
2. Grant Board or designated verifiers evaluate against ASIP Grant Evaluation criteria;
3. Upon approval, Grant Board (or authorized oracle) calls verifySubmission() or equivalent attestation function with the milestone proof hash;
4. Payment stream for the associated milestone amount is initialized per Section 5.

6.2 Rejection and Cure. If a Deliverable fails verification, Grantor shall provide written notice describing deficiencies. Grantee has [14 / 30] days to cure and resubmit unless otherwise specified in Exhibit B. Two consecutive failures on the same milestone without cure constitutes an Event of Default.

6.3 Testnet-to-Mainnet Anchor. If Grantee completed verifiable work during the Testnet Period, Grantee may be required to present a Merkle proof or other cryptographic evidence linking testnet verification events to mainnet payment eligibility, as specified in the published Mainnet Activation Mechanism. Grantor’s obligation to honor testnet-verified milestones is limited to milestones listed in Exhibit A and subject to all conditions in Section 5.3.

7. KYC/AML; Compliance

7.1 Registration. Grantee shall complete light identity registration (name, institutional affiliation, email) before first grant submission, as described in the Privacy Policy v2.1.

7.2 Full KYC/AML. Before receiving any Grant Funds exceeding [USD 1,000 / CHF 15,000 — confirm with CLO], Grantee shall complete full KYC/AML verification and provide all documentation reasonably requested by Grantor or its vendor.

7.3 Ongoing Screening. Grantee shall notify Grantor immediately if Grantee becomes subject to sanctions, criminal investigation, or changes in eligibility that would affect Grantee’s ability to receive funds. Grantor may re-screen Grantee at any time before or after disbursement.

7.4 Cooperation. Grantee shall cooperate with reasonable compliance inquiries and provide accurate information. False or misleading KYC information is an Event of Default.

7.5 Restricted Persons. Grantee represents that Grantee is not a sanctioned person, is not located in a comprehensively sanctioned jurisdiction, and is not acting on behalf of any prohibited person.

8. Authority Score; Publicity

8.1 Authority Score. Grantee acknowledges that Research activity under this Grant may generate on-chain Authority Score accruals. Authority Score is a protocol credential, not a financial instrument, and is governed by the Terms of Service v1.2.

8.2 Publicity. Grantor may publicly announce the Grant award, Grantee’s name, institutional affiliation, and high-level Research description, unless Grantee requests confidential treatment of specific unpublished results in writing and Grantor agrees. Grantee grants Grantor the right to cite Deliverables in ASIP dashboards, investor materials, and the ASI Signals Platform in aggregate or attributed form.

8.3 Academic Citation. Grantee shall acknowledge ASIP / Aligned Institute funding in all publications arising from this Grant using the acknowledgment language in Exhibit A.

9. Representations and Warranties

Grantee represents and warrants that:

• Grantee has full power and authority to enter this Agreement;
• The Research will be conducted in compliance with applicable laws, institutional policies, and research ethics requirements;
• Grantee is not subject to any agreement that would prevent performance of the Research or open-source release of Deliverables;
• Grantee is the sole beneficial owner of the Grantee Wallet (or has disclosed all beneficial owners to Grantor);
• Grantee will not engage in Sybil activity, duplicate identity registration, or coordination to circumvent protocol participation limits;
• All information provided to Grantor is true, accurate, and complete.

10. Events of Default; Termination; Clawback

10.1 Events of Default. The following constitute an “Event of Default“:

• Material breach of Research obligations or failure to cure rejected Deliverables;
• Fraud, plagiarism, or material misrepresentation in any submission;
• Failure to complete KYC/AML or sanctions failure;
• Sybil activity or operation of multiple identities sharing beneficial ownership;
• Assignment or attempted transfer of Grant rights or payment entitlements in violation of Section 11;
• Insolvency, bankruptcy, or criminal conviction of Grantee relating to fraud or financial crime;
• Breach of open-source obligations in Section 4.

10.2 Termination. Upon Event of Default, Grantor may terminate this Agreement immediately upon written notice. Grantor may suspend pending payment streams pending investigation.

10.3 Clawback. If Grant Funds have been disbursed and an Event of Default is confirmed, Grantor may require repayment of undisputed overpayments or funds tied to fraudulent Deliverables. Grantee shall cooperate with recovery efforts. Grantor may offset against future grants. Clawback rights survive termination for five (5) years.

10.4 Post-Disbursement Sanctions Hit. If Grantee is designated or becomes a sanctioned person after disbursement, Grantor may freeze unvested stream payments and report to authorities as required by law. Grantee shall not receive further Grant Funds.

10.5 Termination for Convenience. Grantor may terminate this Agreement for convenience upon thirty (30) days’ written notice. Grantee shall be paid for all accepted Deliverables completed prior to termination date. No payment for uncompleted milestones.

11. Non-Transferability

Grantee may not assign, delegate, sublicense, or transfer this Agreement, any Grant Funds entitlement, or any claim arising from testnet or mainnet activity without Grantor’s prior written consent. Any purported transfer is void. This Agreement is binding on Grantee’s successors only with Grantor’s written consent.

12. Limitation of Liability

13. Indemnification

Grantee shall defend, indemnify, and hold harmless Grantor and its officers, directors, and affiliates from claims arising from: (a) Grantee’s breach of this Agreement; (b) Grantee’s Research or Deliverables infringing third-party rights; (c) Grantee’s violation of law or institutional policy; or (d) Sybil activity or fraud attributable to Grantee.

14. Governing Law; Disputes

This Agreement is governed by the laws of the State of Texas, United States of America, without regard to conflict-of-law principles. Disputes shall be resolved by binding arbitration under the AAA Commercial Arbitration Rules in Austin, Texas, consistent with the Aligned Institute Terms of Service v1.2. Either Party may seek injunctive relief in a court of competent jurisdiction for IP or confidentiality breaches.

15. General Provisions

• Entire Agreement. This Agreement, Exhibits A and B, and incorporated Terms of Service and Privacy Policy constitute the entire agreement for this Grant.
• Amendments. Must be in writing signed by both Parties, except ALI may update verification mechanics with thirty (30) days’ notice where required by protocol upgrades or regulatory guidance.
• Severability. Invalid provisions are severed; remainder continues in effect.
• Notices. To addresses above; email sufficient for operational notices.
• Counterparts. May be executed in counterparts, including electronic signature.

Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

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Document: ASIP Researcher Grant Agreement Template v1.0  |  Status: Active — CLO Reviewed  |  Resolves: LEGAL-Risk-Register R-006  |  Path: /Users/warmachine/Documents/PROJECTS/ALI/Company/Legal/Researcher-Grant-Agreement-v1.html