NON-DISCLOSURE, NON-COMPETE, NON-CIRCUMVENT AGREEMENT

This Non-Disclosure, Non-Compete, Non-Circumvent Agreement (“Agreement”) is entered into on [Date] by and between the parties identified in the request form submitted on Toolbox’s website (“Parties”).

1. Definitions:

(a) Connected Person: In relation to either Party, this includes, but is not limited to, any bankers, lawyers, trustees, agents, corporations, consultants, advisors, consortium and/or syndicate members, associates, affiliates, and any entity that comes to have knowledge of or acts as a conduit for information concerning transactions covered by this Agreement.

(b) Transaction(s): Encompasses all stages of negotiations, discussions, communications, and completions between the Parties and their connected persons related to the purchase and sale of REO, Commercial and/or Residential Real Estate, MTN & other Commodities, Project Funding, or the development of Joint Ventures.

2. Non-Circumvention:

The Parties undertake not to, under any circumstances or by any means, circumvent each other regarding opportunities to enter into Transactions. This includes contacting or attempting to contact owners, sellers, or sources of subject matter assistance of either Party’s connected persons to avoid payment of due fees, profits, commissions, remuneration, or benefits.

3. Confidentiality:

The Parties commit to maintaining absolute confidentiality concerning all information, personal or otherwise, regarding each other without obtaining prior written permission.

4. Duration:

This Agreement remains in force for five (5) years from the date of execution and applies to all Transactions introduced during this period. It includes subsequent follow-ups, extensions, add-ons, rollovers, or re-negotiated and/or delayed Transactions.

5. Dispute Resolution:

Any controversy or claim arising out of or related to this Agreement shall be settled through arbitration in accordance with the Statutes and Laws of Utah. The Parties agree to accept the arbiter’s decision as final and binding.

6. Governing Law:

This Agreement covers all Transactions worldwide and is governed by the laws of the United States and the state of Utah.

7. Remedies for Circumvention:

In the event of proven circumvention, the breaching Party agrees to pay immediately to the injured Party the full amount of agreed-upon commissions, fees, charges, or benefits.

8. Broad Interpretation:

The Parties agree to interpret this Agreement broadly, entering into it in their private capacity and voluntarily waiving rights of immunity, enabling full legal effect.

9. Mutual Trust and Confidence:

The Parties acknowledge that the true spirit of this Agreement is one of mutual trust, confidence, fairness, and equity.

10. Confirmation and Authority:

All signatories affirm that they have read and understood the Agreement, and they have the full authority to execute the document on behalf of their respective parties.

11. Request for Information:

The Parties confirm that they have requested information voluntarily for personal interest, purposes, and understanding, with no intention of further distribution. They acknowledge that the transaction is a private placement, not relying on the U.S. Securities Act of 1933.

12. Non-Solicitation:

The Parties confirm that neither they nor anyone associated with their organizations has been solicited in any way, and this agreement does not involve securities solicitation.

13. Confidentiality Assurance:

All documents or information received will be kept confidential and not released to any party. The Parties agree not to use received materials or information for circumvention or any evasion of the stated purpose.