Independent Contractor Agreement for Prisma DIDs Product Owner Services

This Independent Contractor Agreement (the “Agreement”) is entered into as of [Date] (the “Effective Date”) by and between:

Aspecting OÜ, a private limited company incorporated under the laws of Estonia, registry code 17374162, having its registered office at Harju maakond, Tallinn, Kesklinna linnaosa, Tartu mnt 67/1-13b, 10115 (the “Company”);

and

Noah Biel, an individual independent contractor, tax resident in Spain, with habitual place of residence in Barcelona (the “Contractor”).

Collectively, the Company and the Contractor are referred to as the “Parties,” and individually as a “Party.”

The Parties agree as follows:

1. Nature of the Agreement

1.1 The Contractor is engaged by the Company on a strictly independent contractor basis to provide professional services under the terms of this Agreement.

1.2 Nothing in this Agreement shall be construed as creating any relationship of employment, agency, partnership, joint venture, or representation between the Parties.

1.3 The Contractor retains full autonomy as to the manner, means, methods, and timing by which the services are performed, subject only to the agreed deliverables and coordination requirements.

1.4 The Contractor shall not be entitled to any employee benefits, statutory or otherwise, including but not limited to paid leave, severance, unemployment benefits, or pension contributions.

2. Scope of Services and Role Definition

2.1 The Contractor is engaged under the contractual role of Product Owner for the Prisma DIDs project. For additional non-binding context on the project’s origins, refer to Schedule 3.

2.2 For the purposes of this Agreement, Product Owner means ownership of responsibility for the stewardship of how the product is developed, prioritised, and integrated so as to best serve the context in which it is employed. This includes, without limitation:

coordination of work across contributors and domains;
alignment of delivery with agreed project objectives;
integration of product development with the broader system and organisational context in which the product operates.

2.3 The Product Owner role does not imply and shall not be construed as:

ownership of the product concept, underlying ideas, or intellectual property;
authorship of the project or its foundational concepts;
governance authority over the Company;
entitlement to any role or status beyond what is expressly agreed in this Agreement.

2.4 In the course of performing the Product Owner role, the Contractor may engage in activities spanning multiple activity domains, which may include, by way of example only: product-related coordination, design facilitation, partnership coordination, fundraising-related support, project execution, and reporting. These activity domains:

are descriptive only;
may vary by project phase;
do not constitute separate roles;
do not create additional rights, authority, or entitlements.

2.5 The Parties acknowledge that the emphasis and composition of such activities may evolve across the lifecycle of the project. Such evolution does not constitute a change of role or scope unless expressly agreed in writing by the Parties.

2.6 This Agreement formalises an invitation to collaborate with the Company on the delivery of the Prisma DIDs project. It stands independently of any prior proposals, role nominations, or funding applications, which do not constitute contractual commitments and do not override the Company’s internal principles of organisation, governance, or collaboration.

2.7 Specific Responsibilities Relating to Catalyst Proposal. In addition to the foregoing, the Contractor’s responsibilities as Product Owner shall include those relating specifically to the Catalyst proposal, as follows:

Acting as Product Owner in delivering the approved milestones;
Coordinating and validating functional tests of the DIDs with at least three (3) partner organizations, as described in the Catalyst proposal;
Establishing, articulating, and maintaining the partnerships necessary for real-world system validation;
Supporting public documentation, community communication, and project onboarding;
Ensuring alignment between the product’s original vision and its technical execution.

3. Term and Onboarding Phase

3.1 This Agreement shall commence on the Effective Date and shall continue until 30 April 2026, unless terminated earlier in accordance with Section 12.

3.2 The initial three (3) months of the Agreement shall constitute an onboarding and mutual learning phase.

3.3 During the onboarding phase, the Parties expressly acknowledge that:

the Contractor is expected to learn about the organisational context, existing practices, and design principles within which the Prisma DIDs project operates;
this period is intended to support role clarification, alignment, and the establishment of effective collaboration;
the Product Owner role is situated within a longer-term trajectory of work, with implications extending beyond the duration of this Agreement, subject to future agreements.

3.4 The onboarding phase is not an employment probation period and does not create any guarantee of future engagement beyond the term of this Agreement.

4. Working Arrangement

4.1 The services shall be performed on a remote-first basis.

4.2 Any meetings, whether remote or in-person, shall be coordinated by mutual agreement of the Parties and shall not constitute supervision, direction, or control over the Contractor.

4.3 No minimum or fixed working hours are established under this Agreement. The Contractor is responsible for allocating sufficient time and resources to meet agreed deliverables.

5. Compensation

5.1 The Contractor shall be compensated in accordance with the milestone-based payment structure set out in Schedule 2 (Compensation & Milestones).

5.2 The Contractor acknowledges that, while external reporting to funders forms part of the services, such reporting is secondary to and supportive of the broader responsibility to steward the development of the product in alignment with the Company’s organisational context and design principles.

5.3 The Prisma DIDs project was approved under Cardano Catalyst Fund 14 and is funded through the Catalyst ecosystem. The relevant funding proposal was submitted by the Company and written by the Contractor on behalf of the Company.

5.4 The Company has previously successfully completed funded Catalyst proposals and maintains an established reputation within the Catalyst ecosystem. Nothing in this Agreement shall be construed to grant the Contractor independent standing, leverage, or authority derived from public proposal materials, role labels, or self-representation.

5.5 Payments are conditional upon the relevant milestone being completed and accepted in accordance with the agreed criteria and applicable Catalyst reporting requirements.

5.6 The Company shall have no obligation to make any payments other than those expressly set out in this Agreement and its schedules.

6.1 The Contractor acknowledges and agrees that they are solely responsible for the declaration and payment of all taxes, social security contributions, and any other statutory charges arising from the compensation received under this Agreement.

6.2 This responsibility includes, without limitation, obligations arising under Spanish tax law and social security law, as applicable to the Contractor’s tax residence and professional status.

6.3 The Company shall not withhold or pay on behalf of the Contractor any income tax, social security contributions, or similar charges, except where expressly required by applicable law.

6.4 The Contractor represents that they are duly registered, authorised, and entitled to provide the services contemplated under this Agreement in accordance with applicable Spanish law.

7. Intellectual Property

7.1 All work products, deliverables, materials, documentation, designs, specifications, and other outputs created by the Contractor in connection with this Agreement (the “Work Product”) shall be deemed works made for hire to the maximum extent permitted by law.

7.2 To the extent any Work Product does not qualify as a work made for hire, the Contractor hereby irrevocably assigns to the Company all right, title, and interest, including all intellectual property rights, in and to such Work Product, worldwide and without limitation.

7.3 The Contractor expressly acknowledges that no ownership, authorship, or intellectual property rights in any project concept, system, or product are transferred to the Contractor by virtue of this Agreement or any prior engagement.

7.4 The Contractor waives, to the extent permitted by applicable law, any moral rights or similar rights in the Work Product.

8. Confidentiality

8.1 The Contractor shall treat as strictly confidential all non-public information relating to the Company, the Prisma DIDs project, collaborators, participants, systems, processes, and associated materials.

8.2 Confidential information shall not be disclosed to any third party without the prior written consent of the Company, except where disclosure is required by law.

8.3 These confidentiality obligations shall survive termination or expiry of this Agreement.

9. Prior Engagements, Catalyst Context, and Non-Retroactivity

9.1 The Parties acknowledge that any prior engagements between them were limited in scope and duration and were governed by separate understandings or agreements, including a time-limited engagement for proposal writing services.

9.2 The Prisma DIDs funding proposal and associated public materials were prepared within an extended scope of the prior time-limited engagement for proposal writing services referenced in Section 9.1. This extended scope included structuring of the Catalyst proposal, fundraising activities, and strategic and community advocacy for vote acquisition. The proposal and materials were submitted by the Company, with the Contractor acting in a contributory capacity on behalf of the Company. The Contractor was compensated for these services, in addition to the agreed-upon proposal commission, which, following the proposal’s success, will be distributed as reflected in Schedule 2. Such materials do not constitute a contract, offer of employment, or grant of ownership, authorship, governance authority, or continuing role.

9.3 This Agreement constitutes a new and independent contractual engagement and does not create or recognise any rights, titles, roles, or claims arising retroactively from prior activities, discussions, proposals, public representations, or informal interactions.

9.4 Any public self-representation, promotion, or third-party reliance by the Contractor relating to the project or proposal is undertaken at the Contractor’s own discretion and responsibility and shall not bind the Company.

10. Accessibility, Communication, and Inclusion Commitments

10.1 The Parties acknowledge that clear, explicit, and accessible communication is a core organisational value of the Company and an essential condition for effective collaboration.

10.2 The Company acknowledges that the Contractor has a dual exceptional profile, characterized by:

Autism, level 1 support;
Giftedness.

10.3 The Company affirms its commitment to making all reasonable efforts to accommodate accessibility needs and requests, including those relating to neurodivergence, in the execution of this Agreement. This commitment includes, without limitation, accommodating, when requested in writing or in meetings, the needs for:

Sensory accessibility;
Predictability;
Communication clarity;
Reasonable adjustments in accordance with European inclusion and non-discrimination standards.

10.4 Expectations, responsibilities, deliverables, and evaluation criteria shall be documented and communicated as clearly and explicitly as reasonably practicable, recognising the evolving and complex nature of the project context.

10.5 The Parties acknowledge that the Company employs specialised conceptual and design language derived from regenerative and living-systems design practices. Such language is used intentionally to support reflective inquiry, systemic understanding, and the disruption of habitual patterns of thinking.

10.6 The Company expressly affirms that complex or specialised language shall not be used to obscure access to participation, to confuse, manipulate, exclude, or protect power. Any concern that communication practices are having such effects shall be addressed promptly, responsibly, and in good faith.

10.7 This section reflects organisational values and good-governance practices and does not create additional statutory obligations beyond those otherwise applicable under law.

11. Governing Law and Jurisdiction

11.1 This Agreement shall be governed by and construed in accordance with the laws of Spain, without regard to conflict-of-law principles.

11.2 The courts of Barcelona, Spain, shall have exclusive jurisdiction to resolve any dispute arising out of or in connection with this Agreement.

12. Termination

12.1 Either Party may terminate this Agreement at any time by providing fourteen (14) days’ written notice to the other Party.

12.2 The Company may terminate this Agreement with immediate effect in the event of: (a) material breach of this Agreement; (b) breach of confidentiality or misuse of Company assets.

12.3 Upon termination, the Contractor shall be entitled only to payment for milestones completed and accepted prior to the termination date.

13. Entire Agreement

13.1 This Agreement, together with its schedules, constitutes the entire agreement between the Parties and supersedes all prior discussions, proposals, or understandings relating to its subject matter.

13.2 Any amendment to this Agreement must be made in writing and signed by both Parties.

Schedule 1 – Project Context & Orientation (Non-Binding)

This Schedule provides contextual background regarding the Prisma DIDs project, including its systemic framing, design principles, learning orientation, and organisational practices.

The Parties expressly acknowledge and agree that:

The Company operates as an evolutionary, consent-based organisation, with established practices that are continually refined through active participation and collaboration;
The Prisma DIDs project is situated within a broader system of work, and the funding proposal constitutes a mechanism to support the continuation of that work, not to override the Company’s principles of organisation or governance;
External reporting requirements (including those of Catalyst or other funders) are necessary but do not supersede this Agreement, the Company’s internal governance, or the integrity of its organising principles;
Engagement with the organisational context, including its design principles and ways of working, is integral to effective collaboration;
Negation of, disengagement from, or withdrawal from this integrative work may materially impair collaboration, even where discrete reporting outputs are delivered.

This Schedule is non-binding and does not itself create enforceable obligations. However, it provides essential context for understanding the nature of the collaboration contemplated by this Agreement.

Failure to engage with the concepts described herein shall not, in itself, constitute a breach of this Agreement, but may inform the Parties’ assessment of ongoing alignment and collaboration.

Schedule 2 – Compensation & Milestones

Schedule 3 – Project Origin

1. Purpose of this Schedule

This Schedule provides contextual background regarding the origins, evolution, and broader organisational context of the Prisma initiative and the Prisma DIDs project. It is included for the purpose of establishing a shared factual and narrative reference point and to avoid ambiguity regarding the provenance of the project. This Schedule is non-binding and does not create independent rights, obligations, ownership claims, or authorship recognition beyond those expressly set out in the Agreement.

2. Prisma as an Action-Learning Incubator

Prisma operates as a distributed action-learning incubator. Its work is grounded in the design and facilitation of action-learning journeys, through which aligned and emergent collective action arises from communities operating in specific places.

As a software and systems initiative, Prisma therefore involves a distributed build effort, embedded within and informed by lived experience of participation in such action-learning journeys. Cultivating the quality of intention, participation, and coordination that enables emergent collective action is a core aspect of the Company’s work.

3. Pre-Existing Organisational Context

At the time of preparation of the Prisma DIDs funding proposal, the Company had already:

organised and directly facilitated two (2) action-learning events (one in Wales with approximately fifteen (15) participants and one in Ghana with approximately thirty (30) participants);
engaged in an extended period (approximately eighteen (18) months) of collective organising, facilitation, and reflection in relation to these events.

The facilitation teams involved in this work functioned as a process design collective, responsible for designing and iterating multiple interrelated participatory processes intended to generate specific system dynamics.

This work involved a high degree of complexity, ongoing reflection, and continuous communication in order to:

navigate system-level design challenges;
discern meaningful intervention points;
and develop the capability to publish rigorous accounts of processes contributing to systems change.

4. Stakeholder Models and Systems Inquiry

Through these early validation efforts, the Company identified four (4) core stakeholder types as foundational for event organising and system participation: participants, communities of practice, place, and partners.

Significant inquiry and experimentation were undertaken to understand how these stakeholders could be registered, enrolled, and supported in ways that:

enable effective contribution to systemic change;
allow for the apprehension of multiple interacting systems;
and support open learning across diverse organisational and contextual domains.

This inquiry intersected with several ongoing strands of work, including:

agent-centric, peer-to-peer information systems;
distributed identity and data architectures;
mutual-credit and alternative economic systems;
and emerging narratives within regenerative finance (ReFi).

5. Emergence of the Prisma DIDs Scope

Within this broader context, identity and registration mechanisms were identified as a critical enabling layer for participation, attribution, and coordination.

Prior to the Catalyst proposal, an early-stage trial of decentralised identifier (DID) publication had been conducted as an extension of an existing stakeholder registration application, using Ceramic, a decentralised and composable data network.

While informative, this trial was not production-grade and highlighted the need for a more comprehensive design and build effort to support live use during events.

6. Proposal Development and the Contractor’s Contribution

In this context, the Contractor was invited by the Company to contribute to the preparation of a Catalyst funding proposal addressing the identified DIDs scope.

Over a concentrated proposal-writing period of approximately two (2) weeks in August 2025:

the Contractor engaged with extensive contextual material provided by the Company;
multiple parallel proposals were developed by different collaborators, comprising four (4) product-related proposals and one (1) event-related proposal;
the Contractor was given significant autonomy in translating the learned context into a fundable proposal, particularly with respect to the DIDs scope.

The proposal development process involved iterative refinement across several drafts, including:

progression from descriptive framing toward clearer articulation of impact networks;
increased integration with the Company’s existing system designs;
and the development of user journeys to ground conceptual elements.

The resulting proposals were successfully submitted within a compressed timeframe. The Parties acknowledge that the Contractor made a significant contribution to the development and presentation of the Prisma DIDs proposal within this proposal-writing engagement.

7. Clarification of Scope and Attribution

The Parties expressly acknowledge that:

the Prisma DIDs project emerged from a broader, pre-existing body of organisational work, inquiry, and practice undertaken by the Company and its collaborators;
the Contractor’s contribution, while meaningful and valued, occurred within a defined and time-limited proposal-writing engagement;
inclusion of this Schedule is intended to provide clarity of context and attribution, and does not imply recognition of sole or primary authorship, ownership of project concepts, or independent entitlement beyond the terms of the Agreement.

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

Aspecting OÜ

By: _______________________________

Name:

Title:

Date: _______________________________

Contractor