Website Trading Terms & Conditions Agreement

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”.

RECITALS:

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, and specifications.

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 INFORMATION");

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).

INFORMATION

(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;

Information 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) year.

(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.

NON-CIRCUMVENTION

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.

FEE AGREEMENT  

(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 basis.

(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.

IN WITNESS 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 DATE