ImagineNation LLC — Services Agreement

This Services Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between ImagineNation LLC, a [State] limited liability company ("ImagineNation"), and the [Nation Name] (the "Nation"), each a "Party" and together the "Parties."

1. Services

ImagineNation will provide the Nation with the ImagineNation Platform: (a) a member wallet application; (b) merchant tap-to-pay terminals and point-of-sale software; (c) an on-chain issuance and treasury system that mints and settles the Nation's digital currency (the "Token") on the public TXC blockchain via the Omni Layer protocol; and (d) a real-time, on-chain reconciliation dashboard accessible to the Nation at all times (collectively, the "Services").

2. Token Issuance

The Token shall be denominated as [Token Name] ([SYMBOL]) with an initial supply of zero (0). New Token units are minted on demand in response to verified top-ups from members, merchants, or the Nation's treasury, in each case in accordance with the operating parameters agreed by the Parties and any resolution of the Nation's governing body.

3. Custody of Keys

At launch and until the Nation directs otherwise by written resolution, ImagineNation shall hold and operate the signing keys for the Token's issuance and treasury addresses as custodian on behalf of the Nation (the "Custody Services"). ImagineNation shall maintain commercially reasonable security controls, including geographically separated backups, hardware-backed key material, and documented access logs. The Nation may, by resolution, direct ImagineNation to migrate the keys to a Nation-controlled multisignature arrangement at any time.

4. Automated Treasury Management

ImagineNation is authorized to operate the following automated treasury functions on the Nation's behalf: (a) minting Tokens in response to verified top-ups; (b) settling merchant payouts to designated bank or wallet accounts on a routine cadence; (c) returning unspent event balances to the treasury; and (d) such other routine functions as the Parties agree in writing. Individual transfers exceeding [$ amount], or [$ amount] aggregate per calendar day, shall require prior written approval of the Nation's Treasurer or designee.

5. Real-Time Reporting

ImagineNation shall provide the Nation with continuous, real-time visibility into all on-chain treasury activity associated with the Nation's issuance address, including (a) a live treasury dashboard, (b) up-to-the-moment reconciliation against on-chain state, and (c) on-demand export of activity records. There shall be no batched or delayed reporting cycle — the authoritative source of truth is the live chain itself.

6. Fees

In consideration for the Services, the Nation shall pay ImagineNation [fee structure — e.g. monthly platform fee, per-transaction basis points, or hybrid] as set forth in Exhibit A. Network transaction fees (TXC chain fees) are passed through at cost.

7. Term and Termination

This Agreement begins on the Effective Date and continues for an initial term of [N] years, automatically renewing for successive one-year terms unless either Party gives [N] days' written notice of non-renewal. Either Party may terminate for the other Party's uncured material breach upon [N] days' written notice. On termination, ImagineNation shall cooperate in good faith to migrate keys, data, and operational control to the Nation or a successor provider.

8. Emergency Pause

The Nation's Chief Executive, Treasurer, or any two (2) members of the governing body acting together may, upon reasonable belief of compromise or error, direct ImagineNation to halt new issuance and transfers pending Nation review.

9. Sovereign Status; Limited Waiver

The Nation is a sovereign Indian nation. Nothing in this Agreement is a general waiver of the Nation's sovereign immunity. The Nation grants a limited, express waiver of sovereign immunity solely for the purpose of enforcing this Agreement, in the forum and to the extent set forth in Exhibit B, and only as to claims by ImagineNation directly arising from this Agreement.

10. Confidentiality and Data

Each Party shall protect the other's confidential information using at least the same care it uses for its own. The Nation owns all member data, transaction records, and Token-level activity originated under this Agreement; ImagineNation acts as a processor. On-chain data is, by its nature, public.

11. Compliance

ImagineNation will provide tooling to support the Nation's compliance obligations (KYC where applicable, suspicious-activity logging, exportable records). The Nation is responsible for its own legal and regulatory posture, including any reporting to federal, state, or tribal regulators.

12. Indemnification; Limitation of Liability

Each Party indemnifies the other against third-party claims arising from its own gross negligence or willful misconduct. Except for breaches of confidentiality, indemnification obligations, or ImagineNation's custody duties, each Party's aggregate liability under this Agreement is capped at the fees paid or payable by the Nation in the [12] months preceding the claim.

13. Operational Independence; Non-Interference

The Parties acknowledge that prior tribal digital-asset initiatives have failed not for technical reasons but because day-to-day operations were subjected to political interference, factional disputes, or successor-council reversals. To protect the Nation's investment and its members, the Parties agree that ImagineNation shall have exclusive operational authority over the Platform during the Term, on the terms set forth in Exhibit D. The Nation retains full sovereign authority over policy — what the Token is, who may hold it, what it may be spent on, and when to wind it down — exercised through written resolution of its governing body. ImagineNation retains exclusive authority over execution — key custody, minting, settlement, vendor selection, software changes, and incident response — and shall not be directed, overruled, or removed in the ordinary course except as expressly provided in Exhibit D.

14. Miscellaneous

This Agreement, together with its Exhibits, is the entire agreement of the Parties on its subject matter and may be amended only in a writing signed by both Parties. Governing law and dispute resolution are set forth in Exhibit B.

Exhibit A — Fees and Payment Terms

First draft. Numbers in brackets are placeholders for negotiation.

A.1 One-Time Implementation Fee

$[75,000], payable [50% on execution, 50% on launch]. Covers Token configuration on TXC/Omni Layer, member-wallet branding, merchant-terminal provisioning of up to [25] devices, treasury dashboard setup, key-ceremony, and staff training. Additional terminals beyond the initial allotment at $[450] each.

A.2 Recurring Platform Fee

$[6,500] per month, invoiced monthly in advance. Includes hosting, key custody, 24/7 monitoring, real-time reconciliation dashboard, quarterly security review, and unlimited member-wallet seats.

A.3 Transaction Fee

[35] basis points (0.35%) of the gross USD-equivalent value of each mint and each merchant settlement, deducted automatically at settlement. No fee on member-to-member transfers.

A.4 Pass-Through Costs

TXC network/miner fees, SMS and email delivery, KYC vendor lookups, and card-network interchange (if enabled) are passed through at documented cost with no markup.

A.5 Payment Terms

Invoices are due net [15] days. Past-due balances accrue interest at 1.0% per month. ImagineNation may, after [10]days' written notice of non-payment, suspend new mint authorizations (but shall not freeze existing member balances or block on-chain transfers, which remain at all times within member control).

A.6 Annual Adjustment

Recurring fees adjust annually on the anniversary of the Effective Date by the lesser of CPI-U or 5%.

Exhibit B — Governing Law, Forum, and Limited Sovereign Immunity Waiver

B.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, except that the Nation's sovereign status and any question of tribal law are governed by the Nation's own laws.

B.2 Mandatory Dispute Resolution

The Parties shall first attempt good-faith resolution by senior-executive meeting within [30] days of written notice of dispute. Unresolved disputes shall be submitted to binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before a single arbitrator, seated in Denver, Colorado, conducted in English. The arbitrator's award may be entered in any court of competent jurisdiction.

B.3 Limited Waiver of Sovereign Immunity

The Nation expressly and irrevocably waives its sovereign immunity from suit, and any defense based thereon, solely for the limited purpose of (a) compelling arbitration under §B.2, (b) confirming, vacating, modifying, or enforcing an arbitration award arising out of this Agreement, and (c) seeking interim injunctive relief in aid of arbitration. This waiver extends to the Nation, its instrumentalities, and any wholly-owned entity party to this Agreement. The waiver is limited to claims by ImagineNation directly arising under this Agreement and is capped at the liability limits set forth in §12.

B.4 Authority

The Nation represents that the official executing this Agreement is duly authorized by resolution of the Nation's governing body (attached as a schedule to this Exhibit), and that this Agreement and the waiver in §B.3 are valid, binding, and enforceable against the Nation.

B.5 No Waiver Beyond Express Terms

Nothing in this Agreement waives the Nation's immunity as to any third party, any claim not arising under this Agreement, or any claim by the Nation's members or citizens.

Exhibit C — Service Levels and Security Controls

C.1 Availability

99.9% monthly uptime for the member wallet, merchant terminal API, and treasury dashboard, measured at the load-balancer. Scheduled maintenance (announced ≥48 hours in advance, not to exceed [4] hours per month, performed outside Nation business hours) is excluded.

C.2 Performance Targets

• Mint authorization → on-chain broadcast: < 60 seconds (p95)
• Merchant tap-to-pay confirmation: < 5 seconds (p95)
• Dashboard reconciliation lag vs. chain tip: < 30 seconds
• Support ticket first response: < 1 hour (business hours), < 4 hours (off-hours)

C.3 Service Credits

For each full percentage point below 99.9% monthly uptime, the Nation receives a credit of 10% of that month's recurring platform fee, up to 50%. Credits are the Nation's sole and exclusive remedy for availability shortfalls.

C.4 Key Custody Controls

• Multi-signature issuance address (minimum 2-of-3) with keys held on FIPS-140-2 Level 3 hardware (Ledger Enterprise, YubiHSM, or equivalent).
• Geographic separation of key shards across at least two U.S. jurisdictions.
• Quarterly key-ceremony audit with an independent third-party witness; report shared with the Nation's Treasurer.
• Encrypted offline backup of recovery material in two tamper-evident locations.
• No single ImagineNation employee may unilaterally authorize a transfer or rotate a key.

C.5 Information Security

• SOC 2 Type II audit, refreshed annually; report available to Nation under NDA.
• TLS 1.3 in transit; AES-256 at rest for all Nation data.
• Annual third-party penetration test; remediation of critical findings within 30 days.
• Role-based access control with hardware-key MFA for all production access.
• 24/7 monitoring with on-call rotation; defined incident-response runbook.

C.6 Incident Notification

ImagineNation shall notify the Nation's designated security contact within 24 hours of confirming any (a) compromise or suspected compromise of a key, (b) unauthorized transfer, (c) breach of Nation data, or (d) prolonged outage exceeding [2] hours. A written root-cause-analysis report shall follow within [10] business days.

C.7 Business Continuity

RPO ≤ 15 minutes; RTO ≤ 4 hours for the wallet and dashboard. The Nation's on-chain treasury is, by design, recoverable from the public chain and the offline key backup without dependency on ImagineNation infrastructure.

Exhibit D — Operational Independence and Non-Interference

This Exhibit exists because prior tribal digital-asset programs have failed from internal political interference, not technical failure. It mirrors the operating model the Nation already uses for its gaming compact operator: the Nation sets policy; the operator runs the business; removal is for cause and on notice, not at-will.

D.1 Allocation of Authority

Reserved to the Nation (policy):

• Approving the Token's name, denomination, decimal precision, and intended use cases.
• Approving eligibility rules for who may hold or receive Tokens.
• Approving categories of permitted merchant spend.
• Approving any redemption or burn program.
• Approving the budget for treasury top-ups and grants.
• Electing to wind down the program under §D.6.

Vested in ImagineNation (execution):

• Day-to-day custody and operation of all signing keys.
• Execution of mint, settlement, and burn transactions consistent with approved policy.
• Selection and management of sub-vendors (cloud, KYC, SMS, hardware).
• Software changes, security configurations, and incident response.
• Hiring and direction of the ImagineNation personnel who run the Platform.
• All public communications about Platform technology and uptime.

D.2 Channel of Direction

The Nation acts only through (a) the duly-adopted written resolutions of its governing body or (b) the written direction of the Nation's designated Authorized Representative (initially the [Treasurer]) within their delegated authority. ImagineNation is not required to act on — and shall disregard — any direction, demand, or instruction that arrives through any other channel, including individual council members, employees, committees, citizens, social media, or media inquiries.

D.3 Non-Interference Covenant

The Nation covenants that during the Term it shall not, and shall use its governmental authority to prevent any of its officers, employees, instrumentalities, or affiliates from:

• Directing ImagineNation personnel outside the channel in §D.2;
• Demanding access to production systems, signing keys, or source code;
• Soliciting, hiring, or contracting with ImagineNation personnel during the Term and for [12] months after;
• Operating, or contracting with a third party to operate, a competing on-chain currency program for the Nation during the Term;
• Publicly disparaging the Platform or ImagineNation in a manner reasonably likely to undermine member trust.

D.4 Removal for Cause Only

Notwithstanding any change in the Nation's leadership, election outcome, faction dispute, or resolution of any committee, ImagineNation may be removed as operator only:

• For uncured material breach after [60] days' written notice and opportunity to cure;
• For insolvency or assignment for the benefit of creditors;
• For a final, non-appealable finding by the arbitrator under Exhibit B of gross negligence, willful misconduct, or fraud; or
• On non-renewal at the end of the then-current Term under §7.

A change in the composition of the Nation's governing body, including a new administration, is not cause for removal and does not terminate this Agreement.

D.5 Successor-Council Ratification

Within [60] days of any change in the composition of the Nation's governing body, the new body shall be presented with this Agreement and may, by majority vote, either (a) ratify and continue, or (b) initiate the wind-down procedure in §D.6. Absent action within that period, the Agreement continues on its terms.

D.6 Orderly Wind-Down

If the Nation elects to wind down the program, ImagineNation shall, over a transition period of not less than 180 days:

• Continue operating the Platform under this Agreement and accrued fees;
• Cooperate in good faith to migrate signing keys to a Nation-controlled multisignature arrangement under a documented key-ceremony;
• Export all Nation data in commercially reasonable open formats;
• Provide reasonable transition assistance to a successor operator;
• Burn, return, or transfer per Nation written direction any treasury balances held by ImagineNation as custodian.

On-chain Token balances held by members remain with members and are not subject to wind-down.

D.7 Emergency Pause vs. Interference

The Nation's emergency-pause right under §8 is preserved and is not a breach of this Exhibit. It is intended for reasonable belief of compromise or error, not as a tool for political pressure. Repeated pauses without substantiated cause are a material breach by the Nation.

D.8 Acknowledgment

The Nation acknowledges that ImagineNation is making a substantial capital and operational investment in reliance on the operational independence granted by this Exhibit, and that without these protections the Services would not be commercially viable. Each Party acknowledges that the allocation in §D.1 is the bargained-for structure that distinguishes this Agreement from a vendor-services contract and is essential consideration.