PRIVATE CONSULTING AGREEMENT FOR GOLD DORE BARS

PRIVATE CONSULTING AGREEMENT BASED ON

PURCHASE & SALE OF GOLD DORE BARS
TRANSACTION CODE: AML/APSCE/24000/NOV2024

Date: November 6th, 2024

I. THE PARTIES. This Private Consulting Agreement ("Agreement") is made effective as of

November 6, 2024, by and between:

Consultant: PANDO ENTERPRISES LLC., corporation organized and existing under the
laws United States of America, with Register Number: 2591659, with its head office located in
1201 north market street #111 Wilmington, new. Castle 19801 Delaware, USA, represented
by their Legal Representative Mr. Jairo Sanchez Dianez.
Hereinafter named (“Consultant”).

And

Client: ALBINO MOUTINHO Lda, represented by Mr._______________, CEO and

President,
with offices located
at:________________________________________________________________ with
registered number: ____________
Hereinafter named ("Client").

SERVICES. Consultant agrees to provide the following Services: The Consultant provide to the
Client the Purchase and Sale of GOLD DORE BARS with the Seller´s with the following
references:
TRANSACTION CODE: AML/APSCE/24000/NOV2024

Hereinafter named "Services".

I. TERM. The Services shall commence on NOVEMBER 6, 2024 and end:

☒ - On the date of NOVEMBER 6, 2029.
☒ - Once the contract is sealed in positive way with full prices target achieved.

II. COMPENSATION. In consideration for the Services provided, the Consultant is to be

paid in the following manner:
☒ - Commission of 5.000 USD NET PER KG obtained after delivery, cast, refined
and payment of o n volume achieved for the “Services”.

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 PRIVATE CONSULTING AGREEMENT FOR GOLD DORE BARS

III. PAYMENT METHOD. Consultant shall be paid, in accordance with section IV, in the
following manner:

☒ ALBINO MOUTINHO LDA. will be the Payor / Pay Master representing the Client for the
commissions of the Consultant based on each regular delivery performed of the gold.

IV. DISPUTES. If any dispute arises under this Agreement, the Consultant and the Client
shall negotiate in good faith to settle such dispute. If the parties cannot resolve such
disputes themselves, then either party may submit the dispute to mediation by a mediator
approved by both parties. If the parties cannot agree with any mediator or if either party
does not wish to abide by any decision of the mediator, they shall submit the dispute to
arbitration by any mutually acceptable arbitrator, or the American Arbitration Association
(AAA). The costs of the arbitration proceeding shall be borne according to the decision of
the arbitrator, who may apportion costs equally or in accordance with any finding of fault or
lack of good faith of either party. If either party does not wish to abide by any decision of
the arbitrator, they shall submit the dispute to litigation. The jurisdiction for any dispute shall
be administered in the Country of United states of America.

V. LEGAL NOTICE. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in-person or email:

VI. INDEPENDENT CONTRACTOR STATUS. The Consultant, under the code of the
Internal Revenue (IRS), is an independent contractor and neither the Consultant's
employees or contract personnel are, or shall be deemed, the Client's employees. In its
capacity as an independent contractor, the Consultant agrees and represents:

a.) Consultant has the right to perform Services for others during the term of this
Agreement;
b.) Consultant has the sole right to control and direct the means, manner, and
method by which the Services required under this Agreement will be performed;
Consultant shall select the routes taken, starting and ending times, days of work,
and order the work that performed.
c.) Consultant has the right to hire assistant(s) as subcontractors or to use
employees to provide the Services under this Agreement.
d.) Neither Consultant nor the Consultant's employees or personnel shall be
required to wear any uniforms provided by the Client;
e.) The Services required by this Agreement shall be performed by the Consultant,
Consultant's employees or personnel, and the Client will not hire, supervise, or pay
assistants to help the Consultant;
f.) Neither the Consultant nor the Consultant's employees or personnel shall
receive any training from the Client for the professional skills necessary to perform
the Services required by this Agreement; and

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 PRIVATE CONSULTING AGREEMENT FOR GOLD DORE BARS

g.) Neither the Consultant nor Consultant's employees or personnel shall be

required by the Client to devote full-time to the performance of the Services
required by this Agreement.

VII. STATE AND FEDERAL LICENSES. The Consultant represents and warrants that
all employees and personnel associated shall comply with federal, state, and local
laws requiring any required licenses, permits, and certificates necessary to perform the
Services under this Agreement.

VIII. PAYMENT OF TAXES. Under this Agreement, the Client shall not be responsible
for: a.) Withholding Medicare, Social Security, or any other State withholding
taxes from the Consultant's payments to employees or personnel or make
payments on behalf of the Consultant;
b.) Making State unemployment compensation contributions on the Consultant's
behalf; and
c.) Making payments of taxes incurred while performing the Services under this
Agreement, including all applicable income taxes and, if the Consultant is not a
business entity, all applicable self-employment taxes. Upon demand, the
Consultant shall provide the Client with proof that such payments have been made.

IX. CONFIDENTIALITY & PROPRIETARY INFORMATION.

The Consultant acknowledges that it will be necessary for the Client to disclose certain
confidential and proprietary information to the Consultant for the Consultant to perform
their duties under this Agreement. The Consultant acknowledges that disclosure to a third
(3rd) party or misuse of this proprietary or confidential information would irreparably harm
the Client. Accordingly, the Consultant will not disclose or use, either during or after the
term of this Agreement, any proprietary or confidential information of the Client without
the Client's prior written permission except to the extent necessary to perform the
Services on the Client's behalf.

Proprietary or confidential information includes, but is not limited to:

a.) The written, printed, graphic, or electronically recorded materials furnished by
Client for Consultant to use;
b.) Any written or tangible information stamped "confidential," "proprietary," or with
a similar legend, or any information that Client makes reasonable efforts to
maintain the secrecy of, business or marketing plans or strategies, customer lists,
operating procedures, trade secrets, design formulas, know-how and processes,
computer programs and inventories, discoveries and improvements of any kind,
sales projections, and pricing information; and
c.) Information belonging to customers and suppliers of the Client about whom the
Consultant gained knowledge as a result of the Consultant ‘s Services to the Client.

Upon termination of the Consultant's Services to the Client, or at the Client's request, the
Consultant shall deliver all materials to the Client in the Consultant's possession relating
to the Client's business. The Consultant acknowledges any breach or threatened breach
of confidentiality under this Agreement will result in irreparable harm to the Client for which
damages would be an inadequate remedy. Therefore, the Client shall be entitled to
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 PRIVATE CONSULTING AGREEMENT FOR GOLD DORE BARS

equitable relief, including an injunction, in the event of such breach or threatened breach of
confidentiality. Such equitable relief shall be in addition to the Client's rights and remedies
otherwise available at law.

X. ASSIGNMENT AND DELEGATION. The Consultant may assign rights and may delegate
duties under this Agreement to other individuals or entities acting as a subcontractor
("Subcontractor"). The Consultant recognizes that they shall be liable for all work performed by
the Subcontractor and shall hold the Client harmless of any liability in connection with their
performed work.

The Consultant shall be responsible for any confidential or proprietary information that is shared
with the Subcontractor in accordance with this section. If any such information is shared by the
Subcontractor to third (3rd) parties, the Consultant shall be made liable.

XI. GOVERNING LAW. This Agreement shall be governed under the laws of United
states of America.

XII. SEVERABILITY. This Agreement shall remain in effect in the event a section or provision
is unenforceable or invalid. All remaining sections and provisions shall be deemed legally
binding unless a court administers that any such provision or section is invalid or unenforceable,
thus, limiting the effect of another provision or section. In such case, the affected provision or
section shall be enforced as so limited.

XIII. ENTIRE AGREEMENT. This Agreement, along with any attachments or addendums,
represents the entire agreement between the parties. Therefore, this Agreement supersedes
any prior agreements, promises, conditions, or understandings between the Client and
Consultant. This Agreement may be modified or amended if the amendment is made in writing
and is signed by both parties.

XIV. OTHER. The consultant may change the bank coordinates as many times as he or she
wants, informing the client via email of the new transfer coordinates. In the event of the death
of the consultant, this contract will pass to his natural heirs or persons stipulated in his will.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates
written hereunder.

Signed, sealed, delivered:

Consultant Signature: Client's Signature:

MR. JAIRO SANCHEZ DIANEZ Mr. ______________

CEO PANDO ENTERPRISES LLC CEO ALBINO MOUTINHO LDA
.Date: 6 November, 2024 Date: 6 November, 2024

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 PRIVATE CONSULTING AGREEMENT FOR GOLD DORE BARS

CONSULTANT BANKING COORDINATES

NAME: JAIROSANCHEZ DIANEZ Commission: 5.000 USD NET PER KG

Passport #: PAH612569 (SPAIN) Beneficiary: TBD

Nationality: SPANISH Account Name: TBD

Company Name: PANDO ENTERPRISES LLC Account # (USD): TBD

Designation: CEO Bank Name: TBD

Address: Delaware, USA SWIFT Code: TBD

Telephone #: ABA: TBD

Fax #: N/A Bank Address: TBD

Mobile #: Bank Officer: TBD

Email Address: [email protected] Bank Telephone#: TBD

Today’s Date: 06 NOVEMBER 2024 E-mail: TBD

SIGNATURE
&
SEAL

PRE-ADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL NOTIFICATION IMMEDIATELY UPON
SPECIAL EACH TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTION CODE(S):
INSTRUCTIONS AML/APSCE/24000/NOV2024 TO: [email protected] [email protected]

REQUIRED ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON- CRIMINAL ORIGIN AND ARE
MESSAGE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEFICIARY’S BANK.”

--ALL CHARGES TO BE BORNE BY THE CLIENT/PAYOR--

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