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SPECIFIC MANDATE AGREEMENT
Among the undersigned, namely:
1. The natural person, of legal age, who signs this CONTRACT through electronic means as the Principal (hereinafter “THE PRINCIPAL”); and
2. EL DORADO LABS PY INC, a company legally incorporated in Panama, which signs this CONTRACT by electronic means as the Agent (hereinafter “THE AGENT” and together with THE PRINCIPAL the “PARTIES”), has decided to enter into this private contract of specific mandate (the “CONTRACT”), subject to the following:
CONSIDERATIONS
(i) That THE PRINCIPAL has sufficient rights, in accordance with the law, to issue the mandate agreed herein.
(ii) That THE AGENT is a legal entity with expertise and experience in providing technology services.
(iii) That the PARTIES intend for THE AGENT to carry out, on behalf of the PRINCIPAL, the necessary activities to allow the purchase or exchange of Tokens available on the Platform.
(iv) That the PARTIES were related through the El Dorado application (hereinafter, “the Platform”) owned by the AGENT, through which the PRINCIPAL will make all specific orders to the AGENT and will be covered by the CONTRACT.
Based on the foregoing, the PARTIES have decided to enter into this CONTRACT, which shall be governed by applicable law and the following clauses:
FIRST: DEFINITIONS.
SECOND: OBJECT - The company undertakes to provide the client, autonomously and independently, the service of facilitating, connecting, and transmitting technology to Specialized Providers. The purpose of this mandate is to allow the client to interact with decentralized finance (DeFi) protocols through the Platform Interface.
In accordance with the foregoing, the AGENT shall execute the technical instructions sent by the PRINCIPAL, including the routing of purchase, sale, or swap orders for virtual assets. Such instructions shall be considered express, final, and irrevocable once confirmed by the PRINCIPAL through the use of its Passkeys (or other available cryptographic signature mechanisms).
The parties agree that the service is provided in exchange for a determinable remuneration, the amount of which will be broken down and accepted by THE CLIENT prior to the execution of each transaction on the Platform.
THIRD: DURATION - This mandate has an indefinite term, commencing upon acceptance of the product's terms and conditions. While this mandate is in effect, all operations and orders placed by THE PRINCIPAL are considered included in the Contract, and it will not be necessary to reaffirm or sign separate contracts for placing orders and instructions. Either Party may terminate this CONTRACT unilaterally by giving prior written notice, including electronic means, immediately during the term of the Contract, to the other Party. In the event of early termination of this CONTRACT.
FOURTH: Relationship between the Parties: The contractual relationship established by this Agreement is exclusively commercial in nature. The Parties expressly state that it is not their intention to create any type of joint venture, commercial agency, commission, employment, or intermediation relationship, or to establish any corporate or associative form, as the functions of the Parties are limited to the obligations established in this Agreement.
Neither Party to this Agreement shall be liable for the contractual or extra-contractual obligations of the other Party. Neither Party acquires any legal, contractual, or employment relationship with the personnel, subcontractors, or third parties employed or contracted by the other Party for the execution of this Agreement, such that the remuneration, wages, social benefits, and any other compensation payable to such persons shall be the sole responsibility of the Party that hires them.
It is expressly stated that the Parties have negotiated this Contract voluntarily and on an equal footing, and that this Contract is governed by good faith and the principles of private law.
FIFTH.- Obligations of the Agent: THE AGENT undertakes to perform, in addition to all the activities that correspond to him in accordance with Clause Two aimed at the satisfactory execution of this Contract, to fulfill the following obligations:
5.1 To provide their services diligently, in good faith and in furtherance of the purposes agreed with THE PRINCIPAL, under their exclusive responsibility and risk, and without subordination.
5.2 To have the elements that it considers necessary for the fulfillment of the obligations that it must fulfill under this Contract and the Law.
5.3 Exercise the Mandate in accordance with the orders given by THE PRINCIPAL.
5.4. Comply with the terms and conditions established for the product.
5.5. Any other duties that correspond to it in accordance with this Contract and the Law.
SIXTH.- Obligations of the Principal: The Principal undertakes to carry out all the activities that correspond to him, aimed at the satisfactory execution of this Contract, and to fulfill the following obligations:
6.1 Provide the Agent with all the information that the Agent considers relevant for the proper provision of the Services, in accordance with the circumstances of time, manner and place in which such information is requested.
6.2. Carefully read all product conditions, fulfilling the obligation to inform yourself about the different decentralized finance protocols and their different conditions.
6.3 Authorize the corresponding discount for the payment of the associated service.
6.4 Any other duties that correspond to it in accordance with the Law and this Contract.
SEVENTH.- Remuneration by the services and shape of Payment: Unless otherwise agreed in writing for each Event, the remuneration payable by the Principal to the Agent for the services entrusted under this Contract will be as established at the time of each transaction and includes both the platform fee and network costs ( gas). fees ) and the rates specific to Specialized Providers.
OCTAVE.- Confidentiality:
8.1 General Confidentiality Rule
The Parties agree to keep confidential, for the duration of this Agreement, plus a period of five (5) years from its termination, the Confidential Information as defined in this Agreement, without prejudice to the protection for confidential information that was known prior to the signing of this Agreement.
Neither Party may use or disclose the Confidential Information except with the prior written authorization of the Other Party and will be responsible for its employees, directors, partners or shareholders and, in general, any of the persons to whom it has provided the information related to the subject matter of this Contract.
Information provided and obtained by any other means shall remain the exclusive property of the owning Party and shall be returned or delivered to that Party, along with all copies made by the other Party, within five business days of the request by the owning Party or upon the other Party's determination that it no longer needs such information. information.
The Parties agree that they will take all necessary measures to ensure that their employees and representatives comply with this provision.
8.2 Confidential Information
The following shall be considered Confidential Information for the purposes of this Agreement:
8.2.1 All materials, documents, printed material, customer databases, know-how , trademarks, advertising signs or expressions, software , electronic or magnetic media, optical discs, microfilms, films, drawings, graphics, written descriptions, notes, memoranda and files of any nature supplied, known, or developed by either Party, under this Agreement, that are in the possession of or of which either Party or its employees, agents, subcontractors, affiliates or any other economically related party has knowledge.
8.2.2 All information relating to the work of either Party that is not publicly known and that has been provided by either Party to the other Party under this Agreement, or that has been learned or obtained by either Party in writing, orally or by any other means under this Agreement.
8.2.3 The counterparties, clients, business and affairs of either Party.
8.3 Special confidentiality rules
The Parties agree to the following special confidentiality rules, without prejudice to any other rules that may be applicable under, in connection with or as a result of this Agreement, or in accordance with other applicable legal regulations:
8.3.1 Neither Party may use or disclose the Confidential Information except with the prior written authorization of the Other Party, and will be responsible for the misuse, handling or disclosure of the Confidential Information.
8.3.2 The Parties acknowledge that they may not copy or reproduce the Confidential Information by any means without the prior authorization of the Other Party and that they are not authorized to store the Confidential Information on any electronic device owned by them, nor to transmit it by any physical or electronic means to persons other than those expressly authorized by the Party to whom the Confidential Information belongs, nor to retain copies during the term of this Agreement or the confidentiality period provided for in this document for uses or purposes other than the execution and fulfillment of the obligations arising from this Agreement.
8.4 Exceptions to the general rule of confidentiality
The general rule of confidentiality will not be violated if the information:
8.4.1 It was or is in the public domain, or was made public without any action or omission on the part of the receiving party.
8.4.2 It was in the lawful possession of the receiving party before it was disclosed:
8.4.3 It is known or was acquired by the receiving party through persons who have not had, directly or indirectly, knowledge or access to its confidentiality; or
8.4.4 It is disclosed or made public pursuant to or mandated by a legal regulation, or by a legitimate judicial or administrative order. In this case, the Party obligated to disclose or make public the information shall notify the other Party in advance, once it has become aware of this legal, judicial, or administrative obligation, so that the latter may take the necessary measures to protect its confidential information. Additionally, the Party obligated to disclose or make public the information undertakes to take the necessary actions to mitigate the effects of such disclosure or making public.
8.5 Other confidentiality agreements
The confidentiality rules provided for in this Agreement shall not affect any other confidentiality agreements or clauses that have been entered into by the Parties under other contracts entered into between the Parties for a purpose other than that of this Agreement.
NINTH: Termination of the Contract: This Contract will be terminated for the following reasons:
9.1 By mutual agreement between the Parties at any time.
9.2 For breach of the obligations stipulated for each of the Parties in this Agreement. In this case, the provisions of the Platform's and the product's general terms and conditions regarding account cancellation shall apply.
9.3 Due to the impossibility of remedying the event of fortuitous event or force majeure within the term indicated for that purpose in this Contract.
9.4 By unilateral decision of the Parties as agreed in the previous clause.
9.5 For the other reasons established in the Law.
The unilateral termination of this Contract may occur without prejudice to the obligation to pay all sums owed by the Parties to each other up to the date of termination of the services.
In any case of termination of the contract, the confidentiality clause, indemnity and any other that by its nature requires it, will remain in force.
TENTH.- Indemnity: Each Party shall hold harmless, indemnify and reimburse the Other Party for any breach of the obligations of each of the Parties arising from this Contract.
ELEVENTH.- Liability and limitation of damages:
11.1. Nature of the Service: THE CLIENT understands and accepts that THE AGENT acts solely as a technology facilitator, providing an interface to connect THE CLIENT with Specialized Providers. Consequently, THE AGENT does not guarantee the successful execution, liquidity, or continuous availability of the DeFi protocols or bridges operated by third parties.
11.2. Exclusion of Technical Liability: THE AGENT shall not be liable for damages, losses or loss of digital assets arising from:
11.3. Limit of Indemnity: To the maximum extent permitted by Applicable Law, the total liability of THE AGENT to THE PRINCIPAL for any claim arising from this Contract shall not, in any event, exceed the amount of the Remuneration actually received by THE AGENT in the specific transaction that gave rise to the claim.
11.4. Irrevocability of Instructions: Once the PRINCIPAL confirms a transaction using their Passkeys, the instruction is considered final, voluntary, and irrevocable. The AGENT does not have the technical or legal capacity to reverse transactions once they have been transmitted to the network.
TWELFTH CLAUSE.- Force Majeure or Fortuitous Event: The Parties shall not be liable for non-performance of their obligations when circumstances constituting force majeure or fortuitous event arise. When circumstances constituting force majeure or fortuitous event arise, it shall be necessary to notify the other Party of the occurrence of such event, and a period of fifteen (15) business days shall be granted to remedy, if possible, such event of force majeure or fortuitous event. If, once said period has expired, the event has not been remedied or it is not possible to do so, the Contract may be terminated without payment of any sum for breach or compensation.
THIRTEENTH.- Taxes: Each of the Parties shall be responsible for the payment of taxes and compliance with the formal duties and tax obligations that correspond to them in accordance with the Law.
FOURTEENTH.- Modification, Amendment and Waiver: Any modification of the obligations undertaken by the Parties under this Agreement must be in writing and signed or accepted by any electronic means by the Parties. No provision or requirement may be waived, or deemed to be waived, except in writing and signed by an authorized representative of the Parties.
The failure of one of the Parties to this Contract to enforce and demand strict compliance with the terms and conditions of the Contract shall not constitute a waiver of such terms and conditions in the future, nor shall it prevent such Party from insisting on strict compliance with such terms and conditions at a later time.
FIFTEENTH.- Assignment of Contract: The Principal may not assign, in whole or in part, any of its obligations arising from this Contract without the prior written consent of the other Party. The Agent may freely assign this Contract by sending written notice.
SIXTEENTH. Severability: The invalidity of any provision of this Agreement shall not affect the validity of any other provision. If any provision of this Agreement is declared illegal, unenforceable, or otherwise invalid, the Parties agree that the remaining provisions shall remain valid, binding, and enforceable thereafter, and they shall make every effort to replace the provision declared illegal, unenforceable, or invalid with a legal and binding provision that reflects the Parties' original intent. The provisions of this Clause shall also apply in the event of a declaration of illegality, unenforceability, or invalidity of the entire Agreement.
SEVENTEENTH.- Dispute Resolution: Any dispute or difference between the Parties in relation to the execution or interpretation of this Contract that cannot be resolved directly between them shall be submitted to the courts and tribunals of Panama.
EIGHTEENTH.- Applicable Law: This Contract shall be interpreted in accordance with and governed by the laws of the Republic of Panama.
NINETEENTH.- Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the activities and operations set forth herein, and supersedes all prior agreements between them concerning such activities and operations.
TWENTIETH.- Policies on the prevention of money laundering/terrorist financing risks :
a) Statements from counterparties:
The Principal declares and acknowledges, by signing or executing this contract, that the Agent has implemented a self-management system for managing the risk of money laundering (ML) and terrorist financing (TF). Therefore, the Principal acknowledges that any connection to these activities could cause substantial and potentially irreparable damages to the Agent. Consequently, the Principal assumes full responsibility and will indemnify the Agent against any damages or losses that may be caused should the Agent become involved in these activities through the Principal's fault, guaranteeing that the information provided to the Principal for the purposes of this contract is truthful, accurate, and up-to-date.
b) Source of funds and cause of termination
The Parties declare under oath that their income does not derive from illicit activities and that they are not listed on any national or international anti-money laundering lists. The Parties may unilaterally and immediately terminate this Agreement if any of them, their shareholders, or any of their directors or legal representatives, jointly or separately, are: (i) included on lists for the control of money laundering and terrorist financing administered by any national or foreign authority, such as the list of the Office of Foreign Assets Control – OFAC issued by the U.S. Treasury Department, the United Nations list, or any other public list related to money laundering and terrorist financing; (ii) convicted by the competent authorities in any type of legal proceeding related to the commission of the aforementioned offenses in any jurisdiction; or (iii) if either Party finds any falsifications in the documentation and information provided by the Client for the execution and/or performance of this Agreement.
In this regard, the Parties are authorized to consult such information in said lists and/or similar lists, and to carry out the confirmations and verifications that may be necessary, and may retain such information indefinitely.
In the event of unilateral termination of the contract by either Party, under the circumstances described above, the breaching Party shall not be entitled to any financial compensation, including indemnities, penalties, fines, etc. The performing Party, on the other hand, may claim any damages it can prove and may initiate any corresponding legal action.
Paragraph: All information obtained in connection with the granting, execution or termination of this Contract may be provided by the Parties to the relevant control entities without being subject to the confidentiality agreements reached by the parties.
Last modified: March 18, 2026.
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