THIS NON-DISCLOSURE, NON-CIRCUMVENT
AND FEE AGREEMENT (the
“Agreement”) with an EFFECTIVE DATE
of TODAY, between YOU /
YOUR ENTITY (as noted below), it’s
associates and agents hereafter shall be known as the Buyer, agree to enter into the following Agreement, with NoteTradeX,
LLC hereafter shall be known as Consultant.
Both Buyer and Consultant hereafter shall also be known as “The Parties”.
WHEREAS, The Parties are willing to disclose certain "Confidential
Information" (as hereinafter defined) to each Party to evaluate the
viability of entering into a mutually
beneficial business transaction and/or contractual relationships.
WHEREAS, NoteTradeX, LLC possesses
proprietary information pertaining to performing, re-performing and
non-performing, mortgage notes collateralized by Real Estate Properties and or
REO, positioned for acquisition, funding, loans, equity funding, electronic and
physical commodity trading; technology, including, but not limited to trade
secrets, accounting practices, tax credits, financial information, contacts,
vendors, suppliers, clients, business plans, future business plans, know-how,
marketing, technical, scientific, non-technical and non-scientific materials,
WHEREAS Receiving Party possesses
information pertaining to its business but not limited to, trade secrets,
accounting practices, financial information, contracts, clients, know-how and
specifications as well as information regarding its corporate business and
activities (hereinafter collectively referred to as "RECIPIENT's
WHEREAS both parties wish to exchange
INFORMATION together, the Party receiving the INFORMATION shall be hereafter
referred to as the "RECIPIENT" and the Party disclosing the
INFORMATION shall be hereafter referred to as the "DISCLOSER"; and WHEREAS both parties wish to protect
against solicitation (NON-SOLICITATION).
(1.) All written and oral information and materials disclosed or
provided by the Parties Under this Agreement is Confidential Information
regardless of whether it was provided before or after the date this Agreement
or how it was provided,
(2.) INFORMATION will
not include the following information: a. Information that is generally known
in the industry of the Party;
that is now or subsequently becomes generally available to the public through
no wrongful act of the Party; Information that the Party rightfully had in its
possession prior to the disclosure; Information that is independently created
by the Party without direct and indirect use of the Confidential Information;
or Information that the Party rightfully obtains from a third party who has the
right to transfer or disclose it.
(3.) The Parties may disclose any of the INFORMATION to the
Covered Parties: To such of its
employees, agents, representatives and advisors that have a need to know for
the Permitted Purpose provided that: The Parties have informed such personnel
of the confidential nature of the Information; Such personnel agree to be
legally bound to the same burdens of nondisclosure and non-use as the Parties;
and To a third party where the Parties have consented in writing to such
disclosure; and To the extent required by law or by the request or requirement
of any judicial, legislative, administrative or other governmental body.
(4.) Nothing contained in this Agreement will grant to or create
in the Parties, expressly or impliedly, any right, title, interest or license
in or to the intellectual property.
(5.) The Recipient will keep track of all INFORMATION provided by
Discloser and the location of such information. A Discloser may at any time
request the return of all INFORMATION from Recipient. Upon the request, or upon
the expiration or termination of this Agreement, the Recipient will return all
Information to the Discloser including electronic.
(6.) NON-SOLICITATION. The Parties agree that during the term of this
Agreement, and for a period of one (1) year following the term of this
Agreement the parties will not, in any manner or at any time, solicit or
encourage any person, firm, corporation or other business entity who are
customers, clients, employees, independent contractors, partners, vendors,
suppliers, distributors, salesmen, business associates or referral sources of
the disclosing party, or who have any business or financial relationship with
the disclosing party to cease doing business with, or to in any way change or
devalue or malign their business
relationship with the disclosing party, or to conduct or attempt to conduct
business, directly or indirectly with the receiving party outside of the
relationship with the disclosing party without written permission.
(7.) Nothing in the Agreement shall impose any obligation upon the
Parties hereto to consummate a Transaction or to enter into any discussion or
negotiations with respect hereto.
(8.) In the event that a Party is required in a civil, criminal or
regulatory proceeding to disclose any part of the INFORMATION, the Party will
give to the other Party prompt written notice of such request so the Party may
seek an appropriate remedy or alternatively to waive the Party's compliance with
the provisions of this Agreement in regards to the request.
(9.) If a Recipient loses or
makes unauthorized disclosure of any of the
INFORMATION, the Recipient will immediately notify Discloser and take
all reasonable steps necessary to retrieve the lost or improperly disclosed INFORMATION.
(10.) The term of this Agreement shall be for a period of one (1)
(11.) This Agreement will be construed in accordance with and
governed by the laws of San Diego County, California.
(12.) All disputes shall be resolved by binding arbitration by the
American Arbitration Association before a single arbitrator in English. Members
will agree to the results of the arbitrator.
(13.) The Parties acknowledge that this Agreement is reasonable,
valid and enforceable.
(14.) This Agreement constitutes the entire agreement between the
Parties and there are no further items or provisions, either oral or otherwise.
At any time
prior to the expiration of one (1) year from the date of this agreement, it is
expressly agreed that the identities of any individual or entity and any other
third parties including, without limitation, suppliers, customers, financial
sources, manufacturers and consultants discussed and made available by the Disclosing
Party in respect of the Purpose and any related business opportunity shall
constitute Confidential Information and the Recipient or associated entity or
individual shall not, (without prior written consent or the Disclosing Party):
directly or indirectly initiate, solicit, negotiate, contract or enter into any
business transactions, agreements or undertaking with any such third party
identified or introduced by the Disclosing Party; or seek to bypass, compete,
avoid or circumvent the Disclosing Party in respect of any business opportunity
that relates to the Purpose by utilizing any Confidential Information or by
otherwise exploiting or deriving benefit from the Confidential Information.
(1) Exclusive Agent. BUYER agrees that
during the term of this Agreement any and all inquiries and/or negotiations on
behalf of BUYER relating to the acquisition/disposition of any Desired Asset
shall be negotiated and handled by and through the CONSULTANT on an exclusive
(2) Term/Cancellation. This Agreement
is entered into on the EFFECTIVE Date. This Agreement has a term of three (1)
year from the EFFECTIVE Date. Except as otherwise set forth herein, this
Agreement may be cancelled only by the mutual consent of the
parties in writing.
(3) FEE. In
consideration of the services to be performed by CONSULTANT, BUYER agrees to
pay CONSULTANT a fee calculated as follows; In the event that BUYER contracts
to purchase one or more of the Desired Assets, BUYER will pay CONSULTANT a Fee
equal to THREE PERCENT (3%) of final purchase price for
such desired Assets (hereinafter the “Fee”). The Fee is due and payable to
CONSULTANT upon the closing for the Desired Assets. The Fee Agreement shall
apply to any and all Desired Assets the BUYER negotiates to purchase, contracts
to purchase, and/or purchases from but not limited to the seller, bank, hedge
fund or asset management company or any other source from which the CONSULTANT
has introduced to the BUYER during the
term of this Agreement and any extension of the term of this Agreement.
(4) RESULT OF BREAK. Notwithstanding
anything set forth herein to the contrary, if the closing of the purchase of
one or more of the Desired Assets is not consummated as a result of a breach or
default by the BUYER of this Agreement, the purchase agreement, or any other
related agreement, obligation, or performance, the Fee shall become immediately
due and payable by BUYER to CONSULTANT.
WHEREOF, the BUYER and SELLER have executed this agreement and are made effective
as of the day and year first above written.
AGREED AND ACCEPTED on TODAY’s