Agreement And Contract

This Agreement and Contract is effective on the date first appearing after the Parties signatures, is entered into by and between __________________ ("Broker"), and_______________________________________("_________"), maintaining a principal office at ____________________, __________, ___________; on the other hand.

WHEREAS, the __________________ is interested in investing in various private placement programs; and, in the ordinary course of its business it executes various confidentially agreements concerning its and third parties valuable, proprietary confidential information, data, clients, client contacts, investors, financial sources, financial information, business opportunities, compilations of information, trade secrets and other confidential information; and, WHEREAS, the __________________ from time to time, elects to engage in business with persons not directly employed by it, who will gain access to its valuable proprietary confidential information, data, clients, client contacts, investors, financial sources, trade secrets and other confidential information; and, WHEREAS, the __________________ is desirous of conducting business with Broker and in connection with the conduct of such business, acknowledges that it will gain access to valuable confidential information, knowledge, trade secrete and compilations of proprietary information, names and addresses of other third party brokers, investors, sources of collateral and contacts of Broker, which in the course of their mutual business dealings will be disclosed to __________________; and, WHEREAS, the __________________, has certain confidential information concerning various private placement programs, investments, business opportunities, properties, other confidential information and valuable data which will be disclosed to ______________; and, WHEREAS, the Parties desire to enter into a business relationship of confidentiality and trust for the mutual benefit of each; and, NOW, THEREFORE, in consideration of the mutual consideration herein expressed, the hereinafter contained terms, convents, and conditions, the Parties do hereby agree and contract as follows:

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1. Confidential information. Each Party will make such disclosures to the other of such valuable, trade secrets and proprietary confidential information, data, high yield programs, contacts, potential investors, collateral sources, financial resources, business opportunities, compilations of information and other confidential information and data as each may desire and deem appropriate to the business undertakings and business relationship; however, each Party understands and agrees and acknowledges that all of the information is considered confidential and a protected trade secret of the disclosing Party. Each Party, except as specifically exempted herein after, acknowledges that the confidential information and trade secret(s) may include information which may be duplicative or similar to information contained in the public domain, but that such information is important to protect as neither Party desire to allow its competitors to know what available information has been selected by the disclosing Party. 2. Disclosures Prohibited. Each Party agrees, except as exempted herein, to make no disclosures or any use of any of the confidential information, data and trade secrets or conduct any business with the other parties, contacts, third party brokers, sources of financial collateral and resources, financial institution, and potential investors except for the mutual benefit of the Parties pursuant to the terms of this Agreement; and, each shall take all appropriate steps to prevent unauthorized disclosures thereof by its employees, agents, principals, contacts and other third Parties, to whom it may or may not disclose the confidential information. Each may disclose the confidential information to its employees, as associates, contacts, and other Parties who have entered into obligations of confidence as to the trade secrets and confidential information, as may be necessary and appropriate in the conduct of the Parties mutual business undertakings, interest and opportunities. The __________________ agrees to inform each of its shareholders, principal officers and directors, its attorneys and accountants of this contract and assures Broker that each will be personally bound by the terms hereof.
3.

Exceptions. Each Party shall be free to use and disclose information which is: (a) essentially unrelated to the other Parties business and business opportunities and the mutual business and undertakings of the Parties; and, (b) is published in any regularly printed publication in the United States and substantially circulated in the business and industry of the Parties business, interest and undertakings which publication would be understood by persons in the art or business not having knowledge of the Parties disclosed confidential information and its application. Specific confidential information, data and trade secrets, such as financial data, business opportunities, names and addresses of third party brokers, investors, and sources of collateral are not within any exemption herein provided merely because it is embraced in more general information within one of the exceptions; nor, is any combination of information within any exception merely because the individual information in combination with any other information is within an exception. If it is necessary for a person of ordinary information in the art or business of the Parties to use the confidential information as a screen to separate the useful information or compatible parameters of information from those not applicable to the confidential information, then the compilation of information by a searcher shall not constitute an exception.
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4.

Brokerage Commissions. The __________________ agrees to pay to Broker a brokerage commission as herein calculated, when received (within one international banking day from receipt thereof, unless Broker, from time to time, shall in writing otherwise agree), from any proceeds or consideration, derived from its utilization, in any manner, of Broker's contacts, third party brokers, financial institutions, potential investors and other sources of cash and financial instruments and other forms of collateral utilized, directly or indirectly by the __________________, its agents and servants, directly or indirectly, in a private placement or other financial program. The __________________ has undertaken to conduct private placement programs and requested that Broker contact persons and sources of cash and other financial collateral to be utilized in such programs for the purposes of the __________________ or its principals contracting with such persons to participate in private placement programs. The __________________ acknowledges that Broker's commission shall be deemed earned upon introduction to such Parties, but not payable unless and until the __________________, individually or collectively shall directly or indirectly receive or be credited with a direct or indirect consideration or other benefit from such private placement programs. Irrespective of such vested commission, Broker agrees to cooperate with the __________________, to the extent legally possible, in each transaction.

The __________________ agrees to pay Broker, _____ percent (__%) of any gross proceeds or other consideration received from any financial transaction, or private placement program conducted, directly or indirectly, with Broker's contacts, principals and other sources. Each party shall pay its own expenses that it might or might not incur. The __________________ agrees to keep Broker fully and timely informed of the status of and to timely and fully account to Broker for any consideration it, directly or indirectly, receives as a result the conduct its' business directly or indirectly with Broker's parties derived in part from utilization of Brokers confidential information and trade secrets.
5.

Other Broker-Payment. From time to time, Broker may designate other Parties to receive a portion of the gross proceeds due Broker; _________ agrees to pay any such party as Broker may direct, deducting from the remainder due broker any reasonable cost associated with payment. ___________ agrees when dealing directly or indirectly with any party introduced by Broker, not to disclose or discuss any compensation previously paid or to become due and payable to Broker. Interpretation of Contract. This agreement shall be interpreted as imposing the highest fiduciary duties in the conduct of the Parties business, but it shall not be interpreted to establish or create a partnership or joint venture relationship between the Parties hereto. After introduction to Broker's sources, unless otherwise directed by Broker, ___________ shall be solely responsible for the negotiation and performance of the various contracts to be entered into between ___________ and Broker's contacts, investors, owners and other sources of financial collateral utilized by ___________ in its various financial programs. Broker's sole obligation is to

6.

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introduce ___________ to his various contacts, principals and other sources of financial instruments.
7.

Miscellaneous. a. Assignment. Neither Party may assign this Agreement without the express written consent of the other Party.
b.

Notices. Any notice required or permitted to be given under this Agreement, shall be in writing, and may be served by depositing same in the United States post services, postage prepaid, certified mail return receipt requested; by personal delivery; by prepaid telegram or telex; or by facsimile copy transmission, during the receiving Parties normal business hours, with the original of the facsimile copy to be delivered by mail. Notice shall be effective when received at the address of the Party or not later than three (3) days after transmission or deposit in the United States Mail. Notices shall be sent to the Parties shall be addressed as follows:

If to Broker, to: ______________________________________________ ______________________________________________

If to ________________, to:

_______________________________________________ _______________________________________________

Any Party may change its address by giving the other party three (3) days written notice.
c.

Binding Effect. This Agreement shall be binding and conclusive upon and inure to the benefit of the respective Parties hereto and their respective successors, heirs, assigns, executors, administrators, and legal representatives. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas; all obligations of the Parties are performable in Dallas County, Texas. Legal Construction. In the event that one or more of the provisions herein contained shall for any reason be held invalid, illegal or unenforceable, in any
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d.

e.

respect, such invalidity, illegality, or un-enforceability shall not affect any other provision hereof, and this Agreement shall be construed, as if such invalid, illegal or unenforceable provision had not been herein contained.
f. g.

Time of Essence. Time is of the essence of this Agreement. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular shall include the plural, and vice verse, unless the context requires otherwise. Modification of Agreement. No modification I alteration or amendment to this Agreement shall be effective as to either party hereto, unless the party to be charged with such modification, alteration, or amendment shall assent to such change by a duly executed written instrument. Attorney Fees. In the event that any litigation should commence between the Parties relative to this Agreement, the rights duties, or obligations of either Party, the Party prevailing in such litigation shall be entitled to a reasonable attorney's fee, in addition any other relief that may be granted by a court of competent jurisdiction. Injunctive Relief. The Parties recognize and acknowledge that the damages resulting to the non-disclosing Party from any breech of this Agreement are immediate, constitute irreparable harm and injury to the non-disclosing Party and that such harmed Party shall, in addition to any other remedies allowed by law, be entitled to injunctive relief against the disclosing Party. Counterparts, Facsimile Copies. This Agreement may be simultaneously executed in multiple identical copies each one of which shall be deemed an original copy; but, all of which, taken together shall constitute one original; the Parties may execute this Agreement by exchange of facsimile copies. l.Entire Agreement. This Agreement constitutes the entire agreement between Parties, any prior representation, agreement or understanding, written or oral, between the Parties is hereby declared null and void.

h.

i.

j.

j.

Executed on the date appearing after the Parties respective signature. ____________________________ __________________, Broker Date: ____________ _________________________. By: __________________________ Its: __________________________ Date: ____________

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