---
title: DBIS IRU Participation Agreement
version: 1.0.0
status: draft
last_updated: 2025-01-27
document_type: legal_agreement
layer: legal_framework
---

**Related Documentation**:
- [DBIS Concept Charter](../../../gru-docs/docs/core/05_Digital_Bank_for_International_Settlements_Charter.md) - Foundational DBIS Charter
- [Foundational Charter IRU Excerpt](./Foundational_Charter_IRU_Excerpt.md) - Constitutional foundation for IRU model
- [IRU Technical Architecture](./IRU_Technical_Architecture_Proxmox_LXC.md) - Technical infrastructure architecture (Proxmox VE LXC deployment)
- [Regulatory Positioning Memo](./Regulatory_Positioning_Memo_CBs_DFIs.md) - Regulatory guidance for central banks and DFIs
- [DBIS Architecture Atlas](../architecture-atlas-overview.md) - Technical architecture documentation

# IRREVOCABLE RIGHT OF USE (IRU) PARTICIPATION AGREEMENT
## Digital Bank of International Settlements (DBIS)

**Master Form Agreement**

---

## PART I: PREAMBLE & DEFINITIONS

### 1.1 Preamble

This Irrevocable Right of Use (IRU) Participation Agreement (the "Agreement") establishes the terms and conditions under which eligible participants may obtain access to the infrastructure and services of the Digital Bank of International Settlements ("DBIS" or the "Bank").

DBIS is a supranational financial infrastructure and settlement authority, constituted as a non-equity, non-share, non-commercial public utility framework. DBIS functions as a digital settlement, clearing, ledger coordination, and financial infrastructure access provider. DBIS is **not a commercial bank**, **not a securities issuer**, and **not an equity-based institution**.

This Agreement grants to the Participant an Irrevocable Right of Use, which is a non-transfer-of-title, non-equity, long-term contractual right granting access to DBIS infrastructure and embedded Software-as-a-Service (SaaS) capabilities, subject to defined capacity, scope, and jurisdictional law.

### 1.2 Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

**"Agreement"** means this IRU Participation Agreement, including all Exhibits, Schedules, and amendments hereto.

**"DBIS"** or **"Bank"** means the Digital Bank of International Settlements, a supranational financial infrastructure entity.

**"IRU"** or **"Irrevocable Right of Use"** means a non-transfer-of-title, non-equity, long-term contractual right granting access to DBIS infrastructure and embedded SaaS capabilities, subject to defined capacity, scope, and jurisdictional law.

**"Participant"** means the entity that has been granted an IRU under this Agreement and is eligible to access DBIS infrastructure and services.

**"Infrastructure IRU"** means the right to access DBIS digital settlement rails, core ledger systems, clearing and reconciliation systems, messaging infrastructure, node/gateway/API access, and compliance and audit rails.

**"SaaS IRU"** means the embedded software-as-a-service functionality granted as part of the IRU, including but not limited to core banking systems, treasury and liquidity management, AML/KYC and sanctions tooling, regulatory reporting engines, risk analytics, and interoperability layers.

**"Capacity Tier"** means the classification level assigned to a Participant based on institutional type, usage profile, and jurisdictional classification, as set forth in Part IV of this Agreement.

**"IRU Term"** means the duration of the IRU grant, as determined in accordance with Part III of this Agreement.

**"Governing Law"** means the law of the local jurisdiction of the Participant, subject to DBIS minimum standards and international law principles.

**"Founding Sovereign Bodies"** means the seven (7) entities that provide constitutional legitimacy to DBIS: 48+1, ABSOLUTE REALMS, Elemental Imperium LPBCA, INTERNATIONAL CRIMINAL COURT OF COMMERCE (ICCC), PANDA, SAID, and Sovereign Military Order of Malta (SMOM).

**"Foundational Charter Assembly"** means the collective body formed by Founding Sovereign Bodies and Founding Institutional Classes that provides constitutional legitimacy to DBIS.

**"Exhibit A"** means the SaaS Modules Schedule attached hereto and incorporated by reference.

**"Exhibit B"** means the Fee Schedule attached hereto and incorporated by reference.

**"Exhibit C"** means the Technical Architecture - Proxmox VE LXC Deployment schedule attached hereto and incorporated by reference.

**"Phoenix Portal"** means the Sankofa Phoenix portal system through which Participants access monitoring, support, and operational services.

**"Material Breach"** means a breach of this Agreement that is substantial and not capable of remedy, or if capable of remedy, is not remedied within the cure period specified in Part VII.

**"Escrow"** means the mechanism by which SaaS module source code, documentation, and related materials are held in trust by a neutral third party for the benefit of Participants in the event of termination or material changes to DBIS operations.

---

## PART II: GRANT OF IRU

### 2.1 Grant of Infrastructure IRU

Subject to the terms and conditions of this Agreement, DBIS hereby grants to the Participant an Irrevocable Right of Use to access and utilize the following DBIS infrastructure components:

(a) **Digital Settlement Rails**: Access to DBIS digital settlement infrastructure, including real-time gross settlement (RTGS) systems, multi-asset settlement capabilities, and cross-border settlement mechanisms;

(b) **Core Ledger Access**: Access to DBIS core ledger systems, including read and write access as appropriate to the Participant's Capacity Tier, with appropriate audit trails and immutability guarantees;

(c) **Clearing & Reconciliation Systems**: Access to DBIS clearing and reconciliation infrastructure, including automated matching, netting capabilities, and settlement finality mechanisms;

(d) **Messaging Infrastructure**: Access to DBIS messaging systems, including ISO 20022 compliant messaging, interbank communication protocols, and standardized message formats;

(e) **Node/Gateway/API Access**: Access to DBIS network nodes, gateway infrastructure, and application programming interfaces (APIs) as appropriate to the Participant's Capacity Tier and usage profile;

(f) **Compliance & Audit Rails**: Access to DBIS compliance monitoring systems, audit trail infrastructure, regulatory reporting capabilities, and risk management tools.

### 2.2 Grant of SaaS IRU

Subject to the terms and conditions of this Agreement, DBIS hereby grants to the Participant an Irrevocable Right of Use to access and utilize the embedded Software-as-a-Service (SaaS) capabilities set forth in Exhibit A (SaaS Modules Schedule), which is attached hereto and incorporated by reference.

**Critical Distinction**: The SaaS IRU is **not**:
- Annually licensed;
- Revocable at will;
- Subject to unilateral termination by DBIS except as provided in Part VII (Termination, Escrow & Continuity).

Instead, the SaaS IRU is:
- **Embedded into the IRU** as an integral component;
- Granted for the **entire IRU Term**;
- Treated as **infrastructure functionality** rather than separate licensed software.

The SaaS modules listed in Exhibit A are provided as bundled infrastructure functionality, and the Participant's right to access and utilize such modules is co-extensive with the IRU Term.

### 2.3 Bundled Nature of IRU

The Infrastructure IRU and SaaS IRU are granted as a single, unified instrument. The Participant may not separate, unbundle, or treat the Infrastructure IRU and SaaS IRU as distinct rights. The IRU is a single, indivisible right of use that encompasses both infrastructure access and embedded SaaS functionality.

### 2.4 Non-Transfer-of-Title

The IRU granted hereunder is a right of use, not a transfer of title. DBIS retains all ownership, title, and interest in and to the infrastructure, systems, software, and related intellectual property. The Participant acquires no ownership interest, equity interest, or proprietary rights in DBIS infrastructure, systems, or intellectual property by virtue of this Agreement.

### 2.5 Technical Infrastructure Architecture

The DBIS infrastructure is deployed using a **Proxmox VE LXC (Linux Container) deployment architecture**, provided through Sankofa Phoenix Cloud Service Provider. The technical architecture includes:

(a) **Container-Based Infrastructure**: Infrastructure components are deployed as isolated LXC containers on Proxmox VE hosts, including:
    - Besu Sentry nodes for blockchain P2P network connectivity
    - FireFly Core for event listening and transaction orchestration
    - FireFly Database for state persistence
    - Monitoring and observability services

(b) **Network Architecture**: Private network segments using Proxmox bridges or SDN VLANs, with strict network segmentation and firewall enforcement to ensure security and isolation.

(c) **High Availability**: Multi-sentry patterns, active/passive FireFly configurations, and database HA options to ensure service continuity and reliability.

(d) **Security and Key Management**: Secrets and keys stored outside container images, mTLS enforcement between services, and comprehensive hardening measures.

The detailed technical architecture, including container topology, resource sizing, networking, security, and deployment procedures, is set forth in **Exhibit C (Technical Architecture - Proxmox VE LXC Deployment)** and the comprehensive technical architecture document referenced therein.

### 2.6 Scope Limitations

The scope of the IRU is subject to:
(a) The Participant's Capacity Tier, as set forth in Part IV;
(b) Applicable usage profiles and access bands;
(c) Regulatory and compliance requirements;
(d) Technical limitations and system capacity;
(e) Security and risk management protocols;
(f) Technical infrastructure architecture and deployment model as set forth in Section 2.5 and Exhibit C.

---

## PART III: TERM STRUCTURE

### 3.1 Standard Term

The default IRU Term shall be **twenty-five (25) years** from the Effective Date, unless otherwise determined in accordance with Section 3.2.

### 3.2 Jurisdiction-Respecting Term Determination

**Governing Rule**: The IRU Term length is determined by the Law of the Local Jurisdiction of the Participant, provided that such term meets or exceeds DBIS minimum standards.

(a) If the law of the Participant's local jurisdiction requires or permits a term longer than twenty-five (25) years, the IRU Term shall be extended to comply with such local law, subject to a maximum term of ninety-nine (99) years.

(b) If the law of the Participant's local jurisdiction requires a term shorter than twenty-five (25) years, the IRU Term shall be the longer of: (i) the term required by local law, or (ii) the DBIS minimum standard term of twenty-five (25) years, unless such local law requirement is mandatory and cannot be waived.

(c) The Participant shall provide DBIS with a legal opinion from qualified local counsel confirming the applicable term requirements under local law, and DBIS reserves the right to require such opinion before finalizing the IRU Term.

### 3.3 Effective Date

The IRU Term commences on the "Effective Date," which shall be the later of:
(a) The date of execution of this Agreement by both parties;
(b) The date on which all conditions precedent have been satisfied, including payment of the IRU Grant Fee (if applicable) and completion of onboarding procedures;
(c) The date specified in a written notice from DBIS confirming IRU activation.

### 3.4 Automatic Renewal Mechanisms

Upon expiration of the initial IRU Term, the IRU shall automatically renew for successive renewal terms equal in duration to the initial IRU Term, unless:
(a) Either party provides written notice of non-renewal at least twelve (12) months prior to the expiration of the then-current term;
(b) The IRU has been terminated in accordance with Part VII;
(c) The renewal would violate applicable law in the Participant's local jurisdiction.

### 3.5 Continuity-of-Access Protections

During the IRU Term and any renewal terms, DBIS shall maintain continuity of access to infrastructure and SaaS capabilities, subject to:
(a) Scheduled maintenance windows (with advance notice);
(b) Force majeure events;
(c) Regulatory requirements or legal obligations;
(d) Security incidents requiring temporary suspension.

DBIS shall provide at least thirty (30) days' advance notice of any planned maintenance that would result in service interruption exceeding four (4) hours, except in cases of emergency maintenance required for security or stability.

### 3.6 Migration and Escrow Provisions

In the event of termination, material changes to DBIS operations, or other circumstances requiring migration, DBIS shall:
(a) Provide migration assistance as set forth in Part VII;
(b) Maintain escrow arrangements for SaaS modules as set forth in Part VII;
(c) Ensure data portability in accordance with applicable law and Part VII;
(d) Provide reasonable transition periods to minimize disruption.

---

## PART IV: CAPACITY TIERS & ACCESS BANDS

### 4.1 Capacity Tier Classifications

Participants are classified into Capacity Tiers based on institutional type, usage profile, and jurisdictional classification. The Capacity Tiers are as follows:

**Tier 1: Sovereign Central Banks**
- Eligibility: Central banks of sovereign states
- Capacity Allocation: Highest priority access, unlimited capacity (subject to technical constraints)
- Governance Weight: Maximum voting weight in IRU Holder Council
- Usage Profile: Primary settlement and monetary policy operations

**Tier 2: Settlement Banks**
- Eligibility: Designated settlement banks and clearing institutions
- Capacity Allocation: High priority access, substantial capacity allocation
- Governance Weight: Significant voting weight in IRU Holder Council
- Usage Profile: Settlement and clearing operations

**Tier 3: Commercial Banks**
- Eligibility: Licensed commercial banks and financial institutions
- Capacity Allocation: Standard priority access, capacity based on usage tier
- Governance Weight: Standard voting weight in IRU Holder Council
- Usage Profile: Commercial banking operations

**Tier 4: Development Finance Institutions (DFIs)**
- Eligibility: Multilateral development banks and development finance institutions
- Capacity Allocation: Standard to high priority access, capacity based on institutional size and usage
- Governance Weight: Standard to significant voting weight based on usage profile
- Usage Profile: Development finance and cross-border operations

**Tier 5: Special/Observer Entities**
- Eligibility: Non-cooperative entities, special purpose entities, or observer participants
- Capacity Allocation: Limited capacity, restricted access
- Governance Weight: Limited or no voting rights (observer status)
- Usage Profile: Restricted operations as determined by DBIS

### 4.2 Capacity Allocations

Capacity allocations are determined by:
(a) The Participant's Capacity Tier;
(b) Historical usage patterns and projected usage;
(c) Technical system capacity and resource availability;
(d) Regulatory and compliance requirements;
(e) Risk management considerations.

DBIS reserves the right to adjust capacity allocations with reasonable notice, provided that such adjustments do not materially impair the Participant's ability to conduct its operations.

### 4.3 Usage Profile Classifications

Participants are further classified by usage profile:
- **High-Volume**: Participants with high transaction volumes and frequent system access
- **Standard-Volume**: Participants with moderate transaction volumes
- **Low-Volume**: Participants with infrequent or low-volume usage
- **Specialized**: Participants with specialized use cases or requirements

Usage profile classifications may affect capacity allocations, priority levels, and fee structures.

### 4.4 Weighted Governance Participation

Governance participation in the IRU Holder Council, Technical & Compliance Committees, and Settlement & Risk Councils is weighted by:
(a) Capacity Tier (Tier 1 receives maximum weight, Tier 5 receives minimal or no weight);
(b) Usage Profile (higher usage profiles receive greater weight);
(c) Jurisdictional Classification (sovereign entities may receive additional weight);
(d) Historical participation and contribution to DBIS operations.

The specific weighting formula and governance structure are set forth in the DBIS Governance Framework, which is incorporated by reference.

### 4.5 Tier Assignment and Review

Capacity Tier assignments are made by DBIS based on the Participant's institutional type, application materials, and initial assessment. Tier assignments may be reviewed and adjusted:
(a) Upon request by the Participant (with supporting documentation);
(b) Periodically as part of DBIS governance review processes;
(c) In response to material changes in the Participant's status, operations, or regulatory standing;
(d) As required by regulatory or compliance considerations.

---

## PART V: SAAS MODULES SCHEDULE (EXHIBIT A)

### 5.1 Embedded SaaS Modules

The following SaaS modules are embedded into the IRU and granted for the entire IRU Term as infrastructure functionality. These SaaS modules are deployed on the Proxmox VE LXC infrastructure architecture described in Section 2.5 and Exhibit C, ensuring integrated access, security, and operational consistency throughout the IRU Term.

#### 5.1.1 Core Banking Systems
- Account management and ledger systems
- Transaction processing engines
- Balance and position management
- Multi-currency and multi-asset support
- Account reconciliation tools

#### 5.1.2 Treasury & Liquidity Management
- Liquidity monitoring and reporting
- Treasury operations management
- Cash flow forecasting and analytics
- Reserve management tools
- Liquidity stress testing capabilities

#### 5.1.3 AML/KYC & Sanctions Tooling
- Know Your Customer (KYC) verification systems
- Anti-Money Laundering (AML) monitoring and screening
- Sanctions list screening and compliance
- Transaction monitoring and alerting
- Suspicious activity reporting (SAR) capabilities
- Risk scoring and customer due diligence tools

#### 5.1.4 Regulatory Reporting Engines
- Automated regulatory report generation
- Central bank reporting (SCB reporting)
- Financial statement consolidation
- Regulatory compliance dashboards
- Audit trail and documentation systems
- Multi-jurisdictional reporting support

#### 5.1.5 Risk, Stress-Testing, and Exposure Analytics
- Real-time risk monitoring and analytics
- Stress testing frameworks and scenarios
- Exposure calculation and reporting
- Credit risk assessment tools
- Market risk analytics
- Operational risk management systems
- Sovereign Risk Index (SRI) integration

#### 5.1.6 Interoperability and Translation Layers
- Cross-system integration capabilities
- Message translation and transformation
- Protocol conversion tools
- Legacy system integration support
- API gateway and management
- Data format conversion utilities

#### 5.1.7 ISO 20022 Integration
- ISO 20022 message format support
- Message validation and processing
- Payment and settlement message handling (pain.001, pacs.008, etc.)
- Message routing and delivery
- ISO 20022 to legacy format conversion
- DBIS-specific ISO 20022 extensions

#### 5.1.8 CBDC Interoperability Modules
- Cross-sovereign CBDC interoperability
- CBDC Interoperability Matrix (CIM) integration
- Interledger conversion capabilities
- Cross-sovereign identity mapping
- Offline capsule recognition and processing
- CBDC wallet management and transfer systems

### 5.2 Module Updates and Enhancements

DBIS may update, enhance, or modify SaaS modules during the IRU Term to:
(a) Improve functionality and performance;
(b) Address security vulnerabilities;
(c) Comply with regulatory requirements;
(d) Integrate new technologies or standards;
(e) Enhance interoperability.

Participants shall receive access to all updates and enhancements as part of their IRU, without additional fees, subject to reasonable notice of material changes that may require Participant action or adaptation.

### 5.3 Module Availability and Support

DBIS shall use commercially reasonable efforts to ensure SaaS modules are available and operational, subject to:
(a) Scheduled maintenance windows;
(b) Force majeure events;
(c) Security incidents;
(d) Regulatory requirements.

Support for SaaS modules is provided in accordance with DBIS support policies, which are incorporated by reference.

### 5.4 Escrow of SaaS Modules

In accordance with Part VII, DBIS shall maintain escrow arrangements for SaaS module source code, documentation, and related materials to ensure continuity of access in the event of termination or material changes to DBIS operations.

---

## PART VI: GOVERNANCE RIGHTS

### 6.1 Nature of Governance Rights

Governance rights granted under this Agreement are:
- **Operational**: Rights to participate in operational decision-making and policy development
- **Advisory**: Rights to provide input and recommendations on technical, compliance, and strategic matters
- **Protocol-based**: Rights exercised through defined governance protocols and procedures

Governance rights are **not**:
- Profit rights or dividend entitlements
- Ownership claims or equity interests
- Rights to share in DBIS revenues or profits
- Rights subject to dilution mechanics

### 6.2 IRU Holder Council

Participants are entitled to participate in the IRU Holder Council, which serves as the primary governance body for IRU holders. The IRU Holder Council:
(a) Provides input on strategic direction and policy development;
(b) Reviews and comments on proposed changes to DBIS operations, infrastructure, or services;
(c) Participates in capacity planning and resource allocation decisions;
(d) Engages in dispute resolution and conflict management;
(e) Elects representatives to other governance bodies as appropriate.

Voting weight in the IRU Holder Council is determined by Capacity Tier, usage profile, and jurisdictional classification, as set forth in Part IV.

### 6.3 Technical & Compliance Committees

Participants may participate in Technical & Compliance Committees based on:
(a) Capacity Tier and expertise;
(b) Interest and availability;
(c) DBIS selection processes.

Technical & Compliance Committees address:
- Technical standards and protocols
- System architecture and infrastructure decisions
- Compliance frameworks and regulatory requirements
- Security and risk management policies
- Interoperability standards and integration requirements

### 6.4 Settlement & Risk Councils

Participants may participate in Settlement & Risk Councils to:
(a) Provide input on settlement protocols and procedures;
(b) Participate in risk management policy development;
(c) Review and comment on risk assessment methodologies;
(d) Engage in stress testing and scenario planning;
(e) Address settlement disputes and operational issues.

### 6.5 Governance Protocols

All governance participation is subject to:
(a) DBIS Governance Framework and bylaws;
(b) Defined voting procedures and quorum requirements;
(c) Notice requirements and meeting protocols;
(d) Conflict of interest policies;
(e) Confidentiality and non-disclosure obligations.

### 6.6 Limitations on Governance Rights

Governance rights are subject to:
(a) DBIS's ultimate authority over strategic and operational decisions;
(b) Regulatory and legal requirements;
(c) Security and risk management considerations;
(d) Technical and operational constraints;
(e) The non-equity, non-ownership nature of the IRU.

Participants acknowledge that governance participation does not confer ownership, control, or profit rights in DBIS.

---

## PART VII: TERMINATION, ESCROW & CONTINUITY

### 7.1 Termination by Participant

The Participant may terminate this Agreement and the IRU by providing written notice to DBIS, subject to:
(a) At least twelve (12) months' advance written notice;
(b) Payment of all outstanding fees and obligations;
(c) Compliance with migration and data portability requirements;
(d) Return or destruction of confidential information as required;
(e) Completion of any ongoing transactions or obligations.

### 7.2 Termination by DBIS

DBIS may terminate this Agreement and the IRU upon:
(a) **Material Breach**: A material breach by the Participant that is not remedied within sixty (60) days after written notice specifying the breach;
(b) **Insolvency**: The Participant becomes insolvent, files for bankruptcy, or undergoes liquidation or dissolution;
(c) **Regulatory Revocation**: The Participant's license, authorization, or regulatory standing is revoked, suspended, or materially impaired;
(d) **Fraud or Misconduct**: The Participant engages in fraud, willful misconduct, or material misrepresentation;
(e) **Sanctions or Legal Prohibition**: The Participant becomes subject to sanctions or legal prohibitions that prevent continued participation;
(f) **Non-Payment**: Failure to pay fees or other amounts due under this Agreement for more than ninety (90) days after written notice.

### 7.3 Termination Procedures

Upon termination:
(a) DBIS shall provide reasonable notice (at least thirty (30) days where practicable);
(b) The Participant shall have the right to complete ongoing transactions and wind down operations;
(c) Access to infrastructure and SaaS modules shall be terminated in accordance with a transition plan;
(d) Data portability and migration assistance shall be provided as set forth in Section 7.6;
(e) Escrow arrangements shall be activated as set forth in Section 7.4.

### 7.4 Escrow Provisions

DBIS shall maintain escrow arrangements for SaaS module source code, documentation, and related materials with a qualified escrow agent. Escrow arrangements shall:
(a) Include all source code, documentation, build scripts, and related materials necessary to operate and maintain SaaS modules;
(b) Be updated regularly (at least quarterly) to reflect current versions;
(c) Provide for release to Participants or their designated representatives upon:
    - Termination of this Agreement by DBIS (other than for material breach by Participant);
    - Material changes to DBIS operations that impair SaaS module availability;
    - DBIS insolvency or cessation of operations;
    - Other circumstances as specified in the escrow agreement.
(d) Include provisions for verification and testing of escrowed materials;
(e) Comply with applicable law and industry best practices.

The Participant acknowledges that access to escrowed materials is subject to:
- Confidentiality and non-disclosure obligations;
- Limitations on use (for continuity purposes only);
- Intellectual property rights of DBIS and third parties;
- Terms and conditions of the escrow agreement.

### 7.5 Continuity-of-Access Protections

During termination and transition periods, DBIS shall:
(a) Maintain access to infrastructure and SaaS modules for a reasonable transition period (at least ninety (90) days, or longer if required by applicable law);
(b) Provide migration assistance and technical support;
(c) Ensure data portability in accordance with Section 7.6;
(d) Minimize disruption to the Participant's operations;
(e) Provide reasonable notice of any changes that may affect the Participant.

### 7.6 Migration Assistance and Data Portability

Upon termination, DBIS shall provide:
(a) **Data Export**: Reasonable assistance in exporting Participant data in standard formats (subject to confidentiality and security requirements);
(b) **Migration Support**: Technical support and documentation to facilitate migration to alternative systems;
(c) **Transition Period**: Continued access during a transition period to allow for migration;
(d) **Documentation**: Access to documentation, APIs, and technical specifications necessary for migration;
(e) **Escrow Access**: Access to escrowed materials in accordance with Section 7.4.

The Participant acknowledges that:
- Migration assistance is provided on a reasonable efforts basis;
- Some data or functionality may not be portable due to technical, legal, or security constraints;
- The Participant is responsible for ensuring compliance with applicable law in connection with data export and migration;
- Fees may apply for extended migration support beyond the standard transition period.

### 7.7 Survival of Obligations

The following obligations shall survive termination:
(a) Confidentiality and non-disclosure obligations;
(b) Payment obligations for amounts due prior to termination;
(c) Indemnification obligations for acts or omissions prior to termination;
(d) Dispute resolution and arbitration obligations;
(e) Data protection and privacy obligations;
(f) Intellectual property and proprietary rights protections.

---

## PART VIII: ACCOUNTING & REGULATORY TREATMENT

### 8.1 Accounting Treatment

The IRU granted under this Agreement should be treated for accounting purposes as a **capitalized intangible asset**, not as an equity investment or security.

#### 8.1.1 Initial Recognition
The IRU should be recognized as an intangible asset at cost, which includes:
- The IRU Grant Fee (if any);
- Direct costs associated with obtaining the IRU (legal fees, due diligence costs, etc.);
- Other directly attributable costs.

#### 8.1.2 Amortization
The IRU should be amortized over the IRU Term on a straight-line basis, unless another method better reflects the pattern of economic benefits. The amortization period should not exceed the IRU Term.

#### 8.1.3 Impairment
The IRU should be tested for impairment in accordance with applicable accounting standards (e.g., IAS 36, IFRS, or local GAAP). Indicators of impairment may include:
- Material breaches or termination events;
- Significant changes in DBIS operations or financial condition;
- Regulatory changes affecting IRU value;
- Changes in the Participant's ability to utilize the IRU.

#### 8.1.4 Disclosure
Participants should disclose the IRU in their financial statements in accordance with applicable accounting standards, including:
- Description of the IRU and its nature;
- Carrying amount and accumulated amortization;
- Amortization method and period;
- Any impairment losses recognized.

### 8.2 Non-Equity Exposure Declaration

The IRU is **not** an equity investment, and Participants should not treat it as such for accounting, regulatory, or reporting purposes. The IRU:
- Does not represent ownership in DBIS;
- Does not confer profit rights or dividend entitlements;
- Is not subject to dilution or equity mechanics;
- Does not create equity exposure for regulatory capital purposes.

### 8.3 Non-Security Classification

The IRU is **not** a security for purposes of securities laws and regulations. The IRU:
- Is not a share, stock, or equity interest;
- Is not a debt instrument or bond;
- Is not subject to securities registration or disclosure requirements;
- Does not trigger securities law compliance obligations.

Participants should consult with qualified legal and accounting advisors to confirm the appropriate treatment under applicable law and accounting standards in their jurisdiction.

### 8.4 Infrastructure/Utility Classification

The IRU should be classified as an **infrastructure access right** or **utility service right**, similar to:
- SWIFT membership and access rights;
- TARGET2 participation rights;
- CLS Bank participation rights;
- Other financial infrastructure access arrangements.

This classification is consistent with:
- The non-equity, non-commercial nature of DBIS;
- The infrastructure and utility function of DBIS;
- International financial infrastructure precedent;
- Regulatory treatment of similar arrangements.

### 8.5 Regulatory Capital Treatment

For regulatory capital purposes, the IRU should be treated as:
- An intangible asset (deducted from regulatory capital in accordance with applicable regulations);
- Not an equity investment or security;
- Subject to applicable limits on intangible assets for regulatory capital purposes.

Participants should consult with their primary regulator to confirm the appropriate regulatory capital treatment.

### 8.6 Tax Treatment

Tax treatment of the IRU will depend on applicable tax law in the Participant's jurisdiction. Participants should consult with qualified tax advisors regarding:
- Deductibility of IRU Grant Fees and ongoing costs;
- Amortization and depreciation for tax purposes;
- Withholding tax obligations (if any);
- Transfer pricing considerations (if applicable);
- Other tax implications.

DBIS does not provide tax advice, and Participants are solely responsible for determining and complying with applicable tax obligations.

---

## PART IX: JURISDICTIONAL & LEGAL FRAMEWORK

### 9.1 Governing Law

This Agreement shall be governed by and construed in accordance with:
(a) **Primary**: The law of the local jurisdiction of the Participant, to the extent not inconsistent with international law principles;
(b) **Secondary**: International law principles, including UNCITRAL Model Law and international arbitration norms;
(c) **Tertiary**: General principles of law recognized by civilized nations.

In the event of conflict between local law and international law principles, the parties shall seek to harmonize the interpretation to give effect to both, to the extent possible.

### 9.2 Dispute Resolution

#### 9.2.1 Good Faith Negotiation
Before initiating arbitration, the parties shall attempt to resolve disputes through:
- **Direct Negotiation**: Good faith negotiation between designated representatives
- **Escalation**: Escalation to senior management if initial negotiation fails
- **Mediation**: Optional mediation (if both parties agree) before arbitration
- **Timeline**: 60 days for negotiation/mediation before arbitration may be initiated

#### 9.2.2 Arbitration
If negotiation/mediation fails, all disputes, controversies, or claims arising out of or relating to this Agreement, including questions regarding its existence, validity, or termination, shall be resolved by arbitration in accordance with:
- **Rules**: UNCITRAL Arbitration Rules (as in effect at the time of the arbitration);
- **Seat**: New York, New York, United States (with satellite arbitration hubs in Geneva, Switzerland; Singapore; and Dubai, United Arab Emirates, as appropriate);
- **Language**: English (unless otherwise agreed by the parties);
- **Number of Arbitrators**: Three (3), unless the parties agree otherwise;
- **Appointment**: Each party shall appoint one arbitrator, and the two appointed arbitrators shall appoint the third arbitrator (presiding arbitrator).

#### 9.2.2 Arbitration Procedure
The arbitration shall be conducted:
- In accordance with the UNCITRAL Arbitration Rules;
- With due regard to the principles of fairness, efficiency, and cost-effectiveness;
- With appropriate confidentiality protections;
- With the power of the arbitral tribunal to order interim measures, including injunctive relief.

#### 9.2.3 Enforcement
The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction in accordance with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958) or other applicable enforcement mechanisms.

#### 9.2.4 Exceptions
Notwithstanding the foregoing, either party may seek:
- Interim injunctive relief from a court of competent jurisdiction to prevent irreparable harm;
- Enforcement of an arbitral award in a court of competent jurisdiction;
- Judicial review of arbitral awards to the extent permitted by applicable law.

### 9.3 Sovereign Immunity Considerations

DBIS, as a supranational financial infrastructure entity, may be entitled to certain immunities and privileges under international law, including:
- Immunity from suit (except as waived in this Agreement);
- Immunity from execution and attachment;
- Privileges and immunities similar to those accorded to international organizations.

By entering into this Agreement and agreeing to arbitration, DBIS waives its immunity from suit solely for purposes of disputes arising under this Agreement and subject to the arbitration provisions set forth in Section 9.2.

### 9.4 Cross-Border Recognition

The parties acknowledge that:
(a) This Agreement may need to be recognized and enforced across multiple jurisdictions;
(b) Cross-border recognition may be subject to applicable law, treaties, and international conventions;
(c) The parties shall cooperate in good faith to facilitate recognition and enforcement as necessary;
(d) Arbitration awards and other dispute resolution outcomes should be recognized and enforced in accordance with applicable international conventions and local law.

### 9.5 Regulatory Compliance Obligations

#### 9.5.1 Participant Obligations
The Participant shall:
(a) Comply with all applicable laws, regulations, and regulatory requirements in its jurisdiction and in jurisdictions where it operates;
(b) Obtain and maintain all necessary licenses, authorizations, and regulatory approvals;
(c) Cooperate with regulatory authorities and provide information as required;
(d) Notify DBIS promptly of any material changes in regulatory status, licenses, or authorizations;
(e) Comply with DBIS compliance and risk management policies and procedures.

#### 9.5.2 DBIS Obligations
DBIS shall:
(a) Comply with applicable international law and regulatory requirements;
(b) Maintain appropriate licenses, authorizations, and regulatory standing;
(c) Cooperate with regulatory authorities as appropriate;
(d) Implement and maintain compliance and risk management frameworks;
(e) Provide Participants with information necessary for their regulatory compliance.

#### 9.5.3 Regulatory Changes
In the event of changes in applicable law or regulatory requirements that affect this Agreement or the IRU:
(a) The parties shall cooperate in good faith to adapt to such changes;
(b) DBIS may modify operations, infrastructure, or services as necessary to comply with regulatory requirements;
(c) If compliance with regulatory requirements would materially impair the IRU or make continued participation impracticable, the parties shall negotiate in good faith to find a solution, which may include termination in accordance with Part VII.

### 9.6 Data Protection and Privacy

The parties shall comply with applicable data protection and privacy laws, including:
- General Data Protection Regulation (GDPR) (if applicable);
- Local data protection laws in the Participant's jurisdiction;
- International data protection standards and best practices.

Data processing, storage, and transfer shall be conducted in accordance with:
- DBIS data protection policies and procedures;
- Applicable data protection agreements;
- Industry best practices and security standards.

### 9.7 Intellectual Property

All intellectual property rights in DBIS infrastructure, systems, software, and related materials remain the exclusive property of DBIS or its licensors. The Participant acquires no intellectual property rights by virtue of this Agreement, except the limited right to use such intellectual property as necessary to exercise the IRU.

The Participant shall not:
- Reverse engineer, decompile, or disassemble DBIS systems or software;
- Remove or alter any proprietary notices or markings;
- Use DBIS intellectual property for purposes beyond the scope of the IRU;
- Assert any ownership or proprietary rights in DBIS intellectual property.

---

## PART X: FEES & COSTS

### 10.1 IRU Grant Fee

Upon execution of this Agreement, the Participant shall pay to DBIS an IRU Grant Fee in the amount specified in the Fee Schedule attached as Exhibit B (or as otherwise agreed in writing). The IRU Grant Fee:
(a) Is a one-time fee payable upon IRU activation;
(b) Is non-refundable except as provided in this Agreement;
(c) Covers the cost of IRU grant, onboarding, and initial setup;
(d) May vary based on Capacity Tier and usage profile.

### 10.2 Ongoing Operational Costs

The Participant shall pay ongoing operational costs, which may include:
(a) **Infrastructure Usage Fees**: Fees based on transaction volume, message volume, or other usage metrics;
(b) **Capacity Fees**: Fees based on allocated capacity and access levels;
(c) **Support Fees**: Fees for technical support, maintenance, and operational assistance;
(d) **Compliance Fees**: Fees for compliance monitoring, reporting, and regulatory services;
(e) **Other Fees**: Other fees as specified in the Fee Schedule or as agreed in writing.

Ongoing operational costs are typically billed monthly or quarterly in advance, with reconciliation and true-up based on actual usage.

### 10.3 Capacity-Based Pricing

Fees may be structured based on:
(a) **Capacity Tier**: Higher tiers may have different fee structures;
(b) **Usage Volume**: Volume-based pricing for high-volume participants;
(c) **Access Levels**: Different pricing for different access levels and capabilities;
(d) **Service Levels**: Premium service levels may command higher fees.

The specific fee structure applicable to the Participant is set forth in the Fee Schedule (Exhibit B) or as otherwise agreed in writing.

### 10.4 Cost Efficiency Provisions

DBIS is committed to cost efficiency and transparency in fee structures. Fees are designed to:
(a) Cover the reasonable costs of operating and maintaining DBIS infrastructure and services;
(b) Ensure sustainability and long-term viability of DBIS;
(c) Provide fair and equitable treatment across Participants;
(d) Avoid excessive or unreasonable fees.

DBIS shall provide Participants with:
- Transparent fee schedules and pricing information;
- Regular reporting on fee structures and cost allocation;
- Opportunities for input on fee structures through governance processes;
- Advance notice of material fee changes (at least ninety (90) days).

### 10.5 Payment Terms

Payment terms are as follows:
(a) **IRU Grant Fee**: Due upon execution of this Agreement or as specified in the Fee Schedule;
(b) **Ongoing Fees**: Due within thirty (30) days of invoice date, unless otherwise specified;
(c) **Currency**: Fees are payable in the currency specified in the Fee Schedule or as agreed in writing;
(d) **Late Payment**: Late payments may be subject to interest charges and may result in suspension of access as provided in Part VII.

### 10.6 Fee Adjustments

DBIS may adjust fees:
(a) **Annual Adjustments**: Fees may be adjusted annually to reflect inflation, cost changes, or other factors, with advance notice;
(b) **Material Changes**: Material fee changes require at least ninety (90) days' advance notice and may be subject to governance review;
(c) **Regulatory Changes**: Fees may be adjusted to reflect regulatory requirements or compliance costs;
(d) **Capacity Tier Changes**: Fee adjustments may occur upon changes in Capacity Tier or usage profile.

Participants have the right to terminate this Agreement in accordance with Part VII if material fee increases are unacceptable, subject to applicable notice requirements.

### 10.7 Taxes

All fees are exclusive of taxes, duties, and similar charges. The Participant is responsible for:
- Payment of all applicable taxes, including value-added tax (VAT), goods and services tax (GST), and similar taxes;
- Compliance with tax withholding obligations (if any);
- Providing tax documentation as required.

DBIS shall provide tax invoices and documentation as required by applicable law.

---

## PART XI: GENERAL PROVISIONS

### 11.1 Entire Agreement

This Agreement, including all Exhibits, Schedules, and amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral.

### 11.2 Amendments

This Agreement may be amended only by written agreement signed by both parties. Amendments that materially affect the IRU or Participant rights may require:
- Advance notice (at least ninety (90) days);
- Governance review and approval (as appropriate);
- Participant consent (for material amendments);
- Regulatory notification (if required).

### 11.3 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving such provision. A waiver of any breach shall not constitute a waiver of any subsequent breach.

### 11.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable.

### 11.5 Assignment

The Participant may not assign, transfer, or delegate this Agreement or the IRU without the prior written consent of DBIS, which consent shall not be unreasonably withheld. DBIS may assign this Agreement to a successor entity or in connection with a merger, reorganization, or sale of assets, provided that such assignment does not materially impair the Participant's rights under this Agreement.

### 11.6 Notices

All notices, requests, and communications under this Agreement shall be in writing and delivered:
- By hand or courier;
- By registered or certified mail (return receipt requested);
- By email (with confirmation of receipt);
- Via Phoenix Portal (for operational notices and communications);
- By other means as agreed in writing.

Notices shall be sent to the addresses specified in the Agreement or as updated in writing. Operational notices, service updates, and routine communications may be delivered via Phoenix Portal, which shall constitute valid notice for such communications.

### 11.7 Force Majeure

[See Part XX for detailed force majeure provisions]

### 11.8 Confidentiality

The parties shall maintain the confidentiality of:
- Proprietary and confidential information disclosed under this Agreement;
- Technical specifications, system architecture, and security information;
- Financial and business information;
- Other information designated as confidential.

Confidentiality obligations shall survive termination of this Agreement.

### 11.9 Independent Contractors

The parties are independent contractors, and nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship.

### 11.10 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding.

### 11.11 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

---

## PART XII: SERVICE LEVEL AGREEMENTS

### 12.1 Service Availability

DBIS shall use commercially reasonable efforts to ensure that infrastructure and SaaS services are available and operational, subject to the following service level objectives:

(a) **Target Availability**: 99.9% monthly uptime for infrastructure services
(b) **Measurement Period**: Monthly calendar month
(c) **Exclusions**: Availability calculations exclude:
    - Scheduled maintenance windows (with advance notice)
    - Force majeure events
    - Participant-caused outages
    - Third-party service outages beyond DBIS control
    - Emergency maintenance required for security or stability

### 12.2 Performance Targets

DBIS shall maintain the following performance targets:

(a) **Settlement Latency**: < 100ms for M-RTGS settlement (95th percentile)
(b) **API Response Time**: < 200ms for API requests (95th percentile)
(c) **Transaction Throughput**: Support for capacity tier-appropriate transaction volumes
(d) **System Responsiveness**: < 500ms for portal operations (95th percentile)

### 12.3 Support Service Levels

DBIS shall provide support services with the following response times:

(a) **Critical Issues** (Service unavailable, security incidents):
    - Response time: 1 hour
    - Resolution target: 4 hours
    - 24/7 support availability

(b) **High Priority Issues** (Significant degradation, major functionality impaired):
    - Response time: 4 hours
    - Resolution target: 24 hours
    - Business hours support (extended hours for Tier 1-2)

(c) **Standard Issues** (Minor issues, general inquiries):
    - Response time: 1 business day
    - Resolution target: 5 business days
    - Business hours support

(d) **Low Priority Issues** (Documentation, feature requests):
    - Response time: 3 business days
    - Resolution target: As agreed
    - Business hours support

### 12.4 Maintenance Windows

DBIS may conduct scheduled maintenance during maintenance windows:

(a) **Standard Maintenance**: Monthly, 4-hour window, 30 days advance notice
(b) **Emergency Maintenance**: As required, with maximum advance notice practicable
(c) **Maintenance Communication**: Via Phoenix Portal, email notification
(d) **Maintenance Minimization**: DBIS shall minimize maintenance frequency and duration

### 12.5 Service Level Monitoring

DBIS shall:
(a) Monitor service levels continuously
(b) Provide service level reports via Phoenix Portal
(c) Notify Participants of service level breaches
(d) Implement corrective actions for service level issues

### 12.6 Service Level Remedies

In the event of service level breaches:
(a) DBIS shall investigate and report on root causes
(b) DBIS shall implement corrective actions
(c) Participants may be entitled to service credits or fee adjustments as specified in Exhibit B
(d) Repeated or material breaches may constitute grounds for termination by Participant

---

## PART XIII: BUSINESS CONTINUITY & DISASTER RECOVERY

### 13.1 Business Continuity Plan

DBIS maintains a comprehensive business continuity plan that includes:

(a) **Redundancy**: Multi-region, multi-host infrastructure deployment
(b) **Failover Capabilities**: Automatic and manual failover procedures
(c) **Data Backup**: Regular backups with point-in-time recovery
(d) **Recovery Time Objectives (RTO)**: < 1 hour for critical services
(e) **Recovery Point Objectives (RPO)**: < 15 minutes data loss maximum

### 13.2 Disaster Recovery

DBIS maintains disaster recovery capabilities:

(a) **Geographic Redundancy**: Infrastructure deployed across multiple geographic regions
(b) **Data Replication**: Real-time or near-real-time data replication
(c) **Backup Systems**: Secondary systems ready for activation
(d) **Testing**: Regular disaster recovery testing (at least quarterly)
(e) **Documentation**: Comprehensive disaster recovery procedures

### 13.3 High Availability Architecture

DBIS infrastructure is designed for high availability:

(a) **Multi-Sentry Pattern**: Multiple Besu Sentry nodes for redundancy
(b) **Active/Passive FireFly**: FireFly HA configuration
(c) **Database Replication**: Primary/replica database configuration
(d) **Load Balancing**: Traffic distribution across multiple nodes
(e) **Health Monitoring**: Continuous health checks and automatic failover

### 13.4 Incident Response

DBIS maintains incident response procedures:

(a) **Incident Classification**: Severity levels and response procedures
(b) **Communication**: Participant notification procedures
(c) **Escalation**: Escalation procedures for critical incidents
(d) **Post-Incident Review**: Root cause analysis and improvement plans

### 13.5 Participant Responsibilities

Participants are responsible for:
(a) Maintaining their own business continuity plans
(b) Testing integration with DBIS services
(c) Implementing appropriate redundancy in their systems
(d) Coordinating with DBIS on disaster recovery procedures

---

## PART XIV: SUPPORT & MAINTENANCE

### 14.1 Support Services

DBIS provides support services through:

(a) **Phoenix Portal**: Primary support channel with ticket system
(b) **Email Support**: Email support for standard inquiries
(c) **Phone Support**: Phone support for critical issues (Tier 1-2)
(d) **Documentation**: Comprehensive documentation and knowledge base
(e) **Training**: Training materials and sessions (as available)

### 14.2 Support Levels

Support is provided based on Capacity Tier:

(a) **Tier 1 (Central Banks)**: Premium support, 24/7 availability, dedicated support contact
(b) **Tier 2 (Settlement Banks)**: Enhanced support, extended hours, priority response
(c) **Tier 3 (Commercial Banks)**: Standard support, business hours, standard response
(d) **Tier 4 (DFIs)**: Standard to enhanced support based on usage profile
(e) **Tier 5 (Special Entities)**: Limited support, business hours, standard response

### 14.3 Maintenance Services

DBIS provides maintenance services including:

(a) **Regular Updates**: Security patches, bug fixes, feature updates
(b) **Performance Optimization**: System tuning and optimization
(c) **Capacity Management**: Capacity monitoring and adjustments
(d) **Security Hardening**: Ongoing security improvements
(e) **Documentation Updates**: Keeping documentation current

### 14.4 Change Management

DBIS follows change management procedures:

(a) **Change Notification**: Advance notice of material changes (at least 30 days)
(b) **Change Testing**: Testing of changes before deployment
(c) **Rollback Procedures**: Ability to rollback changes if issues arise
(d) **Change Communication**: Clear communication of changes and impacts
(e) **Participant Input**: Opportunities for participant input on material changes

### 14.5 Version Control

SaaS modules are subject to version control:

(a) **Version Pinning**: Version-pinned deployments for stability
(b) **Version Updates**: Regular updates with advance notice
(c) **Version Compatibility**: Backward compatibility where possible
(d) **Version Documentation**: Documentation of version changes
(e) **Version Support**: Support for multiple versions during transition periods

---

## PART XV: DATA RETENTION & PORTABILITY

### 15.1 Data Retention

DBIS retains Participant data in accordance with:

(a) **Operational Data**: Retained for the duration of the IRU Term plus 7 years
(b) **Transaction Data**: Retained for the duration of the IRU Term plus 10 years (or as required by law)
(c) **Audit Data**: Retained for the duration of the IRU Term plus 10 years
(d) **Compliance Data**: Retained as required by applicable law and regulations
(e) **Legal Requirements**: Retention periods may be extended to comply with legal requirements

### 15.2 Data Portability

Upon termination or request, DBIS shall provide data portability:

(a) **Data Export Formats**: Standard formats (JSON, CSV, XML, database dumps)
(b) **Data Export Scope**: All Participant data, transaction history, configuration data
(c) **Data Export Timeline**: Within 30 days of request (or as agreed)
(d) **Data Export Security**: Secure data transfer, encryption, verification
(e) **Data Export Assistance**: Technical support for data export and migration

### 15.3 Data Deletion

Upon termination and after data portability:

(a) **Data Deletion Timeline**: Within 90 days of termination (or as required by law)
(b) **Data Deletion Scope**: All Participant data except as required for:
    - Legal compliance
    - Audit requirements
    - Dispute resolution
    - Regulatory obligations
(c) **Data Deletion Confirmation**: Written confirmation of data deletion
(d) **Secure Deletion**: Secure deletion methods, data overwriting where applicable

### 15.4 Data Backup and Recovery

DBIS maintains data backup and recovery:

(a) **Backup Frequency**: Regular backups (daily, with incremental backups)
(b) **Backup Retention**: Backup retention per data retention policies
(c) **Backup Security**: Encrypted backups, secure storage, access controls
(d) **Recovery Capabilities**: Point-in-time recovery, data restoration procedures
(e) **Backup Testing**: Regular backup and recovery testing

---

## PART XVI: AUDIT RIGHTS & COMPLIANCE MONITORING

### 16.1 Participant Audit Rights

Participants have the right to:

(a) **Financial Audit**: Audit fee calculations and charges (with reasonable notice)
(b) **Compliance Audit**: Audit DBIS compliance with this Agreement (with reasonable notice)
(c) **Security Audit**: Security audits (subject to security protocols and DBIS approval)
(d) **Third-Party Audits**: Engage qualified third-party auditors (subject to confidentiality)
(e) **Audit Scope**: Reasonable scope, non-disruptive, subject to security and confidentiality

### 16.2 DBIS Audit Rights

DBIS has the right to:

(a) **Compliance Audit**: Audit Participant compliance with this Agreement
(b) **Security Audit**: Security audits of Participant systems (if applicable)
(c) **Regulatory Audit**: Audits required by regulatory authorities
(d) **Operational Audit**: Audits of Participant's use of DBIS services
(e) **Audit Cooperation**: Participant shall cooperate with DBIS audits

### 16.3 Compliance Monitoring

DBIS conducts ongoing compliance monitoring:

(a) **Regulatory Compliance**: Monitoring of regulatory compliance requirements
(b) **AML/KYC Compliance**: Ongoing AML/KYC compliance monitoring
(c) **Sanctions Screening**: Continuous sanctions list screening
(d) **Transaction Monitoring**: Transaction pattern monitoring and analysis
(e) **Risk Assessment**: Regular risk assessments and updates

### 16.4 Compliance Reporting

DBIS provides compliance reporting:

(a) **Regular Reports**: Quarterly compliance reports (via Phoenix Portal)
(b) **Incident Reports**: Compliance incident reports (as required)
(c) **Regulatory Reports**: Reports to regulatory authorities (as required)
(d) **Participant Reports**: Compliance status reports to Participants (as applicable)
(e) **Audit Reports**: Audit reports and findings (as applicable)

### 16.5 Regulatory Cooperation

Both parties shall cooperate with regulatory authorities:

(a) **Regulatory Requests**: Respond to regulatory requests and inquiries
(b) **Regulatory Examinations**: Facilitate regulatory examinations
(c) **Regulatory Reporting**: Provide required regulatory reports
(d) **Regulatory Compliance**: Maintain compliance with applicable regulations
(e) **Regulatory Notification**: Notify relevant parties of regulatory issues

---

## PART XVII: LIABILITY & INSURANCE

### 17.1 Limitation of Liability

Subject to applicable law:

(a) **Maximum Liability**: DBIS's total liability shall not exceed the total fees paid by Participant in the 12 months preceding the claim
(b) **Excluded Damages**: DBIS shall not be liable for indirect, consequential, special, or punitive damages
(c) **Direct Damages**: Liability limited to direct damages only
(d) **Force Majeure**: No liability for force majeure events
(e) **Participant Fault**: No liability for damages caused by Participant's breach or negligence

### 17.2 Exceptions to Limitation

The limitation of liability does not apply to:

(a) **Willful Misconduct**: Willful misconduct or fraud
(b) **Gross Negligence**: Gross negligence (to the extent permitted by law)
(c) **Intellectual Property**: Infringement of intellectual property rights
(d) **Confidentiality**: Breach of confidentiality obligations
(e) **Indemnification**: Indemnification obligations

### 17.3 Indemnification

Each party shall indemnify the other for:

(a) **Third-Party Claims**: Claims arising from the indemnifying party's breach of this Agreement
(b) **Intellectual Property**: Claims of intellectual property infringement by the indemnifying party
(c) **Regulatory Actions**: Regulatory actions arising from the indemnifying party's breach
(d) **Indemnification Procedures**: Notice, defense, settlement procedures
(e) **Limitations**: Subject to limitation of liability provisions

### 17.4 Insurance

DBIS maintains appropriate insurance:

(a) **Professional Liability**: Professional liability insurance
(b) **Cyber Liability**: Cyber liability and data breach insurance
(c) **General Liability**: General liability insurance
(d) **Insurance Coverage**: Coverage amounts appropriate for DBIS operations
(e) **Insurance Certificates**: Certificates available upon request (subject to confidentiality)

### 17.5 Participant Insurance

Participants are encouraged to maintain:

(a) **Professional Liability**: Professional liability insurance
(b) **Cyber Liability**: Cyber liability insurance
(c) **Errors & Omissions**: Errors and omissions insurance
(d) **Appropriate Coverage**: Coverage appropriate for Participant's operations
(e) **Insurance Notification**: Notification of material changes in insurance coverage

---

## PART XVIII: CHANGE MANAGEMENT & CAPACITY EXPANSION

### 18.1 Change Management Procedures

DBIS follows structured change management:

(a) **Change Classification**: Classification of changes (major, minor, emergency)
(b) **Change Approval**: Change approval processes and authorities
(c) **Change Testing**: Testing requirements before deployment
(d) **Change Communication**: Communication of changes to Participants
(e) **Change Rollback**: Rollback procedures for problematic changes

### 18.2 Material Changes

Material changes require:

(a) **Advance Notice**: At least 90 days advance notice (or as practicable for emergencies)
(b) **Change Documentation**: Documentation of changes and impacts
(c) **Participant Input**: Opportunities for participant input (for material changes)
(d) **Governance Review**: Governance review for material changes (as appropriate)
(e) **Regulatory Notification**: Regulatory notification (if required)

### 18.3 Capacity Expansion

Participants may request capacity expansion:

(a) **Expansion Request**: Written request via Phoenix Portal or formal request
(b) **Expansion Assessment**: DBIS assessment of expansion feasibility
(c) **Expansion Approval**: Approval process and timeline
(d) **Expansion Implementation**: Implementation timeline and procedures
(e) **Expansion Fees**: Fee adjustments for capacity expansion

### 18.4 Capacity Reduction

Participants may request capacity reduction:

(a) **Reduction Request**: Written request with advance notice (at least 90 days)
(b) **Reduction Assessment**: Assessment of reduction impacts
(c) **Reduction Approval**: Approval process
(d) **Reduction Implementation**: Implementation timeline
(e) **Fee Adjustments**: Fee adjustments for capacity reduction

### 18.5 Upgrade Procedures

SaaS module upgrades follow procedures:

(a) **Upgrade Notification**: Advance notice of upgrades (at least 30 days)
(b) **Upgrade Testing**: Testing before production deployment
(c) **Upgrade Deployment**: Staged deployment and rollback capability
(d) **Upgrade Documentation**: Documentation of upgrade changes
(e) **Upgrade Support**: Support during upgrade process

---

## PART XIX: TERMINATION FEES & COSTS

### 19.1 Termination Fees

Upon termination, the following fees may apply:

(a) **Early Termination Fee**: If Participant terminates before end of IRU Term (except for DBIS breach):
    - Calculated as percentage of remaining IRU Grant Fee (pro-rated)
    - Or as specified in Exhibit B
    - Subject to minimum and maximum amounts

(b) **Migration Fees**: Fees for extended migration support beyond standard transition period
(c) **Data Export Fees**: Fees for extensive data export beyond standard scope
(d) **Outstanding Fees**: All outstanding fees and obligations must be paid

### 19.2 Termination Costs

Participants are responsible for:

(a) **Outstanding Fees**: Payment of all outstanding fees
(b) **Migration Costs**: Costs of migration to alternative systems
(c) **Data Export Costs**: Costs of data export (if beyond standard scope)
(d) **Return Costs**: Costs of returning DBIS property or materials
(e) **Other Costs**: Other costs as specified in this Agreement

### 19.3 Fee Refunds

Fee refunds (if any):

(a) **IRU Grant Fee**: Generally non-refundable except as specified in this Agreement
(b) **Ongoing Fees**: Pro-rated refunds for prepaid fees (if termination is for DBIS breach)
(c) **Refund Process**: Refund process and timeline
(d) **Refund Conditions**: Conditions for refund eligibility

---

## PART XX: FORCE MAJEURE

### 20.1 Force Majeure Events

Force majeure events include but are not limited to:

(a) **Natural Disasters**: Acts of God, earthquakes, floods, fires, storms
(b) **War and Conflict**: War, terrorism, civil unrest, military actions
(c) **Government Actions**: Government actions, regulations, orders, embargoes
(d) **Cyberattacks**: Cyberattacks, security breaches, infrastructure attacks
(e) **Pandemics**: Pandemics, public health emergencies
(f) **Infrastructure Failures**: Major infrastructure failures beyond DBIS control
(g) **Third-Party Failures**: Failures of third-party services beyond DBIS control

### 20.2 Force Majeure Obligations

In the event of force majeure:

(a) **Notification**: Prompt notification to the other party
(b) **Mitigation**: Reasonable efforts to mitigate effects
(c) **Resumption**: Resumption of performance as soon as practicable
(d) **Documentation**: Documentation of force majeure event and impacts
(e) **Communication**: Regular communication on status and recovery

### 20.3 Force Majeure Duration

If force majeure continues for:

(a) **30 Days**: Parties shall discuss alternative arrangements
(b) **90 Days**: Either party may terminate this Agreement (with written notice)
(c) **Termination Rights**: Termination rights and procedures
(d) **Survival**: Survival of certain obligations after termination

### 20.4 Exclusions

Force majeure does not excuse:

(a) **Payment Obligations**: Payment of fees and charges
(b) **Confidentiality**: Confidentiality obligations
(c) **Intellectual Property**: Intellectual property obligations
(d) **Dispute Resolution**: Dispute resolution obligations

---

## EXECUTION

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

**DIGITAL BANK OF INTERNATIONAL SETTLEMENTS (DBIS)**

By: _____________________________
Name: ___________________________
Title: __________________________
Date: ___________________________

**PARTICIPANT**

By: _____________________________
Name: ___________________________
Title: __________________________
Date: ___________________________

---

## EXHIBIT A: SAAS MODULES SCHEDULE

[See Part V, Section 5.1 for detailed SaaS modules list]

**Infrastructure Deployment**: The SaaS modules listed in Part V, Section 5.1 are deployed on the Proxmox VE LXC infrastructure architecture described in Exhibit C. All SaaS modules run as part of the container-based infrastructure, ensuring integrated access, security, and operational consistency throughout the IRU Term.

## EXHIBIT B: FEE SCHEDULE

### B.1 IRU Grant Fee

The IRU Grant Fee is a one-time fee payable upon IRU activation:

| Capacity Tier | IRU Grant Fee (USD) | Notes |
|--------------|---------------------|-------|
| Tier 1 (Central Banks) | $[Amount] | Negotiable based on jurisdiction |
| Tier 2 (Settlement Banks) | $[Amount] | Standard fee structure |
| Tier 3 (Commercial Banks) | $[Amount] | Based on usage profile |
| Tier 4 (DFIs) | $[Amount] | Based on institutional size |
| Tier 5 (Special Entities) | $[Amount] | Case-by-case basis |

**Payment Terms**: Due upon execution of this Agreement or as specified in writing.

### B.2 Ongoing Operational Costs

Ongoing operational costs are billed monthly or quarterly in advance:

#### B.2.1 Infrastructure Usage Fees

| Usage Metric | Tier 1 | Tier 2 | Tier 3 | Tier 4 | Tier 5 |
|--------------|--------|--------|--------|--------|--------|
| Transaction Volume (per 1M transactions) | $[Amount] | $[Amount] | $[Amount] | $[Amount] | $[Amount] |
| Message Volume (per 1M messages) | $[Amount] | $[Amount] | $[Amount] | $[Amount] | $[Amount] |
| API Calls (per 1M calls) | $[Amount] | $[Amount] | $[Amount] | $[Amount] | $[Amount] |

#### B.2.2 Capacity Fees

| Capacity Level | Monthly Fee (USD) |
|----------------|-------------------|
| Standard Capacity | $[Amount] |
| High Capacity | $[Amount] |
| Premium Capacity | $[Amount] |

#### B.2.3 Support Fees

| Support Level | Monthly Fee (USD) |
|---------------|-------------------|
| Standard Support | $[Amount] |
| Enhanced Support | $[Amount] |
| Premium Support | $[Amount] |

#### B.2.4 Compliance Fees

| Service | Monthly Fee (USD) |
|---------|-------------------|
| Compliance Monitoring | $[Amount] |
| Regulatory Reporting | $[Amount] |
| AML/KYC Services | $[Amount] |

### B.3 Service Level Credits

In the event of service level breaches, Participants may be entitled to service credits:

| Breach Level | Service Credit |
|--------------|----------------|
| Availability < 99.9% but ≥ 99.0% | 10% of monthly fees |
| Availability < 99.0% but ≥ 95.0% | 25% of monthly fees |
| Availability < 95.0% | 50% of monthly fees |

### B.4 Fee Adjustments

Fees may be adjusted:
- **Annual Adjustment**: Up to [X]% annually based on inflation/cost changes
- **Material Changes**: Require 90 days notice and governance review
- **Capacity Changes**: Pro-rated adjustments for capacity tier changes

### B.5 Payment Terms

- **Currency**: USD (or as agreed in writing)
- **Payment Method**: Wire transfer, ACH, or as agreed
- **Payment Terms**: 30 days from invoice date
- **Late Payment**: Interest at [X]% per month on overdue amounts

### B.6 Taxes

All fees are exclusive of taxes. Participant is responsible for:
- Value-added tax (VAT)
- Goods and services tax (GST)
- Other applicable taxes
- Tax withholding (if required)

**Note**: Specific fee amounts are to be determined based on:
- Capacity tier and usage profile
- Jurisdictional factors
- Market conditions
- Negotiated terms

Fee schedules are customized for each Participant and attached to the executed Agreement.

## EXHIBIT C: TECHNICAL ARCHITECTURE - PROXMOX VE LXC DEPLOYMENT

### Overview

The DBIS infrastructure is deployed using a **Proxmox VE LXC (Linux Container) deployment architecture**, provided through Sankofa Phoenix Cloud Service Provider. This exhibit provides a high-level overview of the technical architecture. For comprehensive technical details, see the [IRU Technical Architecture - Proxmox VE LXC Deployment](./IRU_Technical_Architecture_Proxmox_LXC.md) document.

### Container Topology

The infrastructure consists of the following LXC containers:

- **Besu Sentry Nodes** (`lxc-besu-sentry-*`): Blockchain sentry nodes providing P2P network connectivity and restricted RPC access
- **FireFly Core** (`lxc-firefly-core-*`): Event listener and transaction orchestrator services
- **FireFly Database** (`lxc-firefly-db-*`): State persistence and data storage
- **Monitoring** (`lxc-monitoring-*`): Observability and monitoring services

### Network Architecture

- **Private Network Segments**: Proxmox bridges or SDN VLANs for container communication
- **Network Segmentation**: VLAN-based segmentation (Management, Private Services, DMZ)
- **Security Zones**: Strict firewall enforcement and network isolation
- **External Access**: Only Besu Sentry nodes have controlled external exposure

### Resource Sizing (Baseline)

**Besu Sentry Node**:
- vCPU: 4 cores (pinned)
- RAM: 8–16 GB
- Disk: 200–500 GB (fast I/O)

**FireFly Core**:
- vCPU: 2–4 cores
- RAM: 4–8 GB
- Disk: 50–100 GB

**FireFly Database**:
- vCPU: 2 cores
- RAM: 4–8 GB
- Disk: 100–200 GB (IOPS prioritized)

### High Availability

- **Multi-Sentry Pattern**: 2+ Besu Sentry nodes on separate Proxmox hosts
- **FireFly HA**: Active/passive FireFly Core configuration
- **Database HA**: Optional PostgreSQL primary/replica with synchronous replication

### Security

- **Key Management**: Secrets stored outside container images, mounted as read-only volumes
- **mTLS Enforcement**: Mutual TLS between FireFly and Besu
- **Network Isolation**: No lateral container access by default
- **Hardening**: Comprehensive hardening checklist for hosts, containers, and networks

### Deployment

- **Provisioning**: Automated deployment and provisioning flow
- **Lifecycle Management**: Snapshot-based rollback, rolling restarts, live migration support
- **Version Control**: Version-pinned binaries with upgrade procedures
- **Acceptance Tests**: Comprehensive deployment acceptance tests

### Detailed Documentation

For complete technical architecture details, including:
- Detailed container topology and networking
- Complete resource sizing specifications
- Security and key management procedures
- High availability configurations
- Port and flow matrices
- Hardening checklists
- Deployment acceptance tests

See: [IRU Technical Architecture - Proxmox VE LXC Deployment](./IRU_Technical_Architecture_Proxmox_LXC.md)

---

**END OF AGREEMENT**
