Mandate Agreement

Entered into force on February 21, 2026.

On-chain voting result: association.dao.eth/transaction-hash

1. Parties and Subject

1.1. Parties: This Mandate Agreement (hereinafter the “Agreement”) is entered into between the New Epoch Association (hereinafter the “Association”), operating as a decentralized autonomous association, and the Authorized Representative (hereinafter the “Representative”), holder of the cryptographic address specified in the respective Executive Act.

1.2. Subject: The Representative undertakes to perform actions specified in the “Mandate” document and the respective Executive Act, in the interests of and on behalf of the Association.

1.3. Hierarchy: In case of conflict between provisions of this Agreement and the Indemnity Agreement, precedence shall be given to the provisions that most effectively protect the interests of the Association. Otherwise, in case of discrepancy, the provisions of the Governance Resolution and the Mandate prevail over this Agreement.

2. Duties and Compensation

2.1. Duties: The Representative undertakes to perform assigned functions in accordance with the Mandate, Executive Act, and Governance Resolution, acting with due diligence and exclusively in the interests of the Association’s Mission.

2.1.1. Fiduciary Duty: The Representative acknowledges that compliance duties have a fiduciary nature toward the Association, its members, and applicable law. In cases of gross negligence or willful violation of the Anti-Money Laundering, Counter-Terrorism Financing, and International Sanctions Policy, the Representative agrees to subsidiary liability for damages if indemnity is denied by the Association under that Policy.

2.2. Compliance Duties: The Representative must ensure that all actions within the Mandate strictly comply with:

2.2.1. The Anti-Money Laundering, Counter-Terrorism Financing, and International Sanctions Policy.

2.2.2. The Asset Reserving and Risk Management Policy.

2.2.3. The Association’s Tax Compliance Policy, including timely declaration and payment of all applicable taxes and fees in their jurisdiction arising from receipt of funds from the Association.

2.3. Special Duties: Representatives holding positions related to legal support, asset management, or qualified confirmation are obligated to:

2.3.1. Initiate risk-oriented KYC/KYB procedures for grant recipients exceeding the established threshold.

2.3.2. Initiate verification of on-chain addresses and/or identified persons against current sanctions lists (OFAC, UN, EU, SECO) prior to fund disbursement or contract conclusion.

2.4. Warranty of Absence: The Representative warrants that actions performed under this Mandate Agreement will not create risks of permanent establishment, tax agent, or employer status for the Association in their home jurisdiction.

2.5. Transfer of Rights: All rights to work results created within Mandate performance, including but not limited to copyrights, patents, code, design, documentation, or technical data, shall be transferred to the Association.

2.6. Absence of Remuneration: The Representative shall receive no fees or salary for performing duties.

2.7. Expense Compensation: The Association commits to providing funds to cover reasonable, necessary, and documented expenses incurred by the Representative in Mandate execution, within limits established by the respective Executive Act.

3. Liability and Indemnity

3.1. Limitation of Personal Liability: The Representative shall bear no personal liability to the Association or third parties for losses incurred as a result of good faith performance under the Mandate, except in cases of gross negligence, willful legal violation, or breach of obligations.

3.2. Legal Protection: From the Agreement’s effective date, all provisions of the Indemnity Agreement apply to the Representative and become effective simultaneously with the respective Executive Act.

4. Termination of Agreement

4.1. Grounds for Termination: This Agreement terminates:

4.1.1. Upon expiration of the term specified in the Executive Act.

4.1.2. Upon the Association’s decision to terminate the Representative’s authorities by on-chain voting.

4.1.3. Upon voluntary resignation notification by the Representative delivered by on-chain notice to the Association.

4.2. Obligations upon Termination: After termination, the Representative shall finalize all ongoing matters without exceeding the approved budget and report on activities to the Association community.

5. Applicable Law and Dispute Resolution

5.1. Applicable Law: This Agreement is governed by substantive Swiss law. Lex Cryptographica (protocol code) applies subsidiarily.

5.2. Dispute Resolution: All disputes arising from or related to this Agreement shall be finally resolved in accordance with the Association’s Conflict Resolution and Ethics Regulation.

6. Entry into Force and Term

6.1. Entry into Force: This Agreement becomes effective simultaneously with the effective date and time of the respective Executive Act. Acceptance of authorities by the Representative is confirmed by an on-chain Acceptance transaction executed by the holder of the appointed cryptographic address.

6.2. Amendment: Any amendments may only be made by Voting with Qualified Confirmation following provisions established in the Governance Resolution.

6.3. Term: The term of this Agreement is determined by the Executive Act appointing the Representative to the specific position.