IRREVOCABLE AND NON-CANCELABLE
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THE PARTIES INTENDING TO BE LEGALLY BOUND DO HEREBY IRREVOCABLY AGREE:
1. NOT TO DISCLOSE OR OTHERWISE REVEAL TO ANY THIRD PARTY ANY CONFIDENTIAL INFORMATION PROVIDED BY THE OTHER, particularly that concerning lenders, sellers, borrowers, buyers names, bank information, codes, references and/or any such information advised to the other as being confidential or privileged without the written consent of the other. It is agreed and understood that each party agrees to keep confidential the names, addresses, telephone numbers, tax numbers and fax numbers of any contacts introduced by the other signatory, unless prior written permission is given by the introducing signatory.
2. NOT TO CIRCUMVENT, AVOID, BYPASS, OR OBVIATE EACH OTHER DIRECTLY OR INDIRECTLY. This agreement is to confirm that each of the parties will not deal with any entity introduced by the other party without knowledge and written permission of the introducing party. Also included within this context is any entity in which a party has an interest. The parties confirm that the terms of this agreement expressly cover acts of negligence and inadvertent disclosure, which are a violation of this agreement.
3. NOT TO AVOID PAYMENT OF FEES OR COMMISSIONS. IN ANY TRANSACTION WITH ANY ENTITY, corporation partnership or individual revealed by either party to the other in connection with any project, service renewal, extension, re-negotiation, contract agreement, third party assignment, communication, or conversation. Should the introducing party not be notified of any contact or should any non-signatory, their employees, agents, officers, partners, associates or consultants through direct or indirect introduction by a party result in successful placement of a transaction with any entity, person, company, firm, corporation, organization, the introducing party agrees and guarantees to pay any and all commissions and fees received by said party on any and all such transactions to the other signatory, unless otherwise agreed to in writing by the parties hereto.
4. This agreement shall be for a period of three (3) years and is irrevocable and non-cancelable. It is to be applied to any and all transactions, past, present and future, of the introducing party regardless of the success of the project. The parties agree that the identities of only the parties who are introduced under this agreement are currently, and shall forever remain, the proprietary asset of the introducing party.
5. This agreement shall be binding on the parties hereunder, their successors and assigns. The parties confirm by execution of this agreement that any company, firm, corporation, partnership, organization or entity of which they are an employee, member, officer, or partner, is bound by this agreement.
6.All moneys due and owing from any client transaction undertaken by both parties will be irrevocably andunconditionally guaranteed to be paid without legal impediment upon request. If any ambiguity arisesconcerning the amount of damages, Liquidated damages will be $10,000 per violation.
7.Should violation, disagreement or dispute occur between contracting parties arising out of, or connectedwith this agreement, which cannot be adjusted by and between the parties involved, the disputeddisagreement shall be submitted to the American Arbitration Association located in Michigan and all partiesagree to abide by the decision of the referees of said Association. Judgment, upon award, may be entered inany court having jurisdiction thereof.
8.In the event of any conflict between the terms of this Agreement and any Loan Authorization Agreement, theterms of the Loan Authorization Agreement shall prevail. In the event that either of the parties resorts tolegal action against the other, the prevailing party shall not be entitled to reimbursement from the other partyfor any attorney fees and other costs incurred in such action.
9.This agreement shall be construed and enforced in accordance with the applicable laws and regulations ofthe State of Michigan and of the United States in Oakland County Michigan.
10.In the event any one or more of the provisions of this agreement shall, for any reason, be held to beinvalid, illegal, or unenforceable, the remainder of this agreement shall not be affected thereby.
11.This agreement contains the entire agreement and understanding concerning the subject matter hereof andsupersedes and repatriates all prior negotiations and proposed agreements, written, or oral. Neither of theparties may alter, amend, nor, modify this agreement except by an instrument in writing signed by bothparties, and their duly authorized representatives.
12.Additionally, the parties agree that this instrument may be negotiated via email or fax transmission, and therespective parties accept the signatures by email or fax as though they were original.
BY THIS SUBMISSION WE CONFIRM WE HAVE FULL AUTHORITY TO EXECUTE THIS AGREEMENT AND OBLIGATE ALL COMPANIES, FIRMS, CORPORATIONS, PARTNERSHIPS, ORGANIZATIONS, INDIVIDUALS AND/OR ENTITIES REFERENCED IN THE ATTACHED SUBMISSION FORM. PARTIES TO THIS AGREEMENT:
Borrower as stated in attached submission form
Malcolm A. Turner II President – CEO Castle Commercial Capital, LLC
2000 Town CTR STE 1900
Southfield, MI 48075