3. Co-creators Contract

Preamble

This Co-creators Contract ("Contract") governs your participation as a co-creator in startup projects facilitated by the Better World Makers Network ("Network") and Startup Tribe. By signing, you agree to co-create value, share equitably, and uphold the Network’s Vision, Mission, and Values.

Definitions

  • Ad Hoc Members: Temporary team members added to a Primary Team as needed (e.g., vendors, investors), whose contributions dilute Permanent Team Members’ shares proportionately.
  • Building Blocks (BBs): Specific, priced work units outsourced to Co-creators for delivery (e.g., software module, business plan).
  • Co-creators: Network members who collaborate in Startup Tribe teams to deliver Building Blocks and share value.
  • Contractual Rates: Hourly rates agreed with Projects for Building Block delivery (e.g., $10/hour).
  • Domain Experts (DEs): Co-creators providing expertise and oversight in a team, paired with R&D Associates.
  • Equity Credits: Units earned by Co-creators for work on Building Blocks, convertible to cash, Equity Shares, or promiXo coins.
  • Equity Shares: Ownership stakes in Projects, granted if Equity Credits remain unpaid past the Standard Credit Term.
  • Estimated Man-Hours (EMH): Agreed hours required to deliver a Building Block, used for billing.
  • Equitable Share: Predefined formula splitting value from Building Blocks: 20% to PMO Team, 80% to Delivery Team; within each, 50% to DEs, 50% to RDAs.
  • Nominal Value: Value of one Equity Credit, set at one man-hour of work (e.g., 100 hours = 100 credits).
  • Permanent Team Members: Core Co-creators in the Primary Team (PMO or Delivery roles).
  • Primary Team: Core group for each Project, comprising PMO Team and Delivery Team.
  • Projects: Clients outsourcing Building Blocks, either independent entities or Network-incubated startups.
  • promiXo: A cryptocurrency backed by Equity Shares, exchangeable at 1:1 with Equity Credits, aimed at funding an Unconditional Basic Income (pending legal approval).
  • R&D Associates (RDAs): Co-creators executing tasks under a DE’s guidance, billing based on their hours.
  • Standard Credit Term: 90 days from billing date for settling Equity Credits in cash.
  • Startup Tribe: A Network-affiliated foundry fostering social enterprise startups.

1. Compensation

1.1 Earning Equity Credits: As a Co-creator in a Primary Team, you earn Equity Credits based on your contribution to delivered Building Blocks, calculated as Agreed EMH × Contractual Rates.

  • Example: 1,280 hours at $10/hour = 12,800 credits.

1.2 Payment: Credits are payable in cash within 90 days of billing, in the Project’s approved currency. You bear any forex gains/losses and remittance costs.

1.3 Default Options: If unpaid after 90 days, you may:

  • Convert credits to Equity Shares at Nominal Value (1 credit = 1 share); or
  • Exchange credits for promiXo coins at 1:1 (subject to promiXo launch).

1.4 Stock Options: Unpaid credits are secured by Stock Options, granting the right to convert to Equity Shares if payment defaults.

1.5 Equitable Share Formula: Credits are split:

  • PMO Team: 20% (50% to DEs, 50% to RDAs).
  • Delivery Team: 80% (50% to DEs, 50% to RDAs).
  • Ad Hoc Members dilute this proportionally based on their contribution’s fair market value, set by the Project and PMO Team.
  • Example: $12,800 credits → PMO ($2,560: DE $1,280, RDAs $1,280) + Delivery ($10,240: DE $5,120, 8 RDAs $640 each).

1.6 Taxes: You are responsible for your own tax and compliance obligations.

2. Roles and Responsibilities

2.1 Co-creators: You must be a Network member, accepting its Vision, Mission, and Values, and work in Startup Tribe teams.

2.2 Primary Team: Each Project has:

  • PMO Team: Plans, resources, manages, and accounts for Building Blocks.
  • Delivery Team: Executes and delivers Building Blocks.

2.3 Team Roles:

  • DEs: Oversee and approve work; one DE per BB.
  • RDAs: Perform assigned BBs; billable hours are RDA-based only.

2.4 Ad Hoc Members: Added as needed, valued at fair market rates (e.g., $10 SaaS subscription dilutes shares from 100 to 110 total value).

3. Equity and promiXo

3.1 Equity Shares: Represent ownership in Projects. Shares are transferable only among Network members unless the Project spins off as an independent entity.

3.2 promiXo (Work in Progress): A coin tied to Equity Shares, with dividends funding a community Basic Income after admin costs. Exchangeable at 1 credit = 1 coin via a future banking portal (pending legal clearance).

4. Obligations

4.1 Network Platform: Use https://betterworldmakers.net for all Project work to ensure compliance monitoring.

4.2 Exclusivity: This Contract applies only to Network members; non-members cannot invest or contribute.

4.3 Good Faith: Act in the Project’s best interest, disclosing conflicts to the PMO Team in writing for resolution within 14 days.

5. Dispute Resolution

5.1 Arbitration: Disputes go to the Network’s arbitration panel first, with a decision within 60 days. You may escalate to courts if dissatisfied, per the Network’s Terms and Conditions.

6. Termination

6.1 Breach: Violation of this Contract or Network principles (per investigation under Network Terms) terminates your role, with credits paid or converted per Section 1.

6.2 Project End: On Project completion or spin-off, unpaid credits convert to shares or cash as agreed.

7. General Provisions

7.1 No Employment: This Contract creates no employer-employee or agency relationship with the Network or Startup Tribe.
7.2 Intellectual Property: Contributions to Building Blocks grant Projects a perpetual license; ownership is Project-specific.
7.3 Liability: You bear risks of your contributions; the Network isn’t liable for Project defaults.
7.4 Amendments: Changes require mutual written consent.