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XVPillars Coal Acquisition Process

XVPillars has spent many years in putting together agreements with mining companies and logistic resources that allow us to provide exceptional value to our customers. Here is the process that we follow to best meet our customers needs and to protect our resources and suppliers: XVPillars receives the requirements from your organization for the coal that the end-buyer is requesting. We need details up front that allow us to determine if we, along with our suppliers, are able to meet your needs. We need at least the following information: o How many metric tons of coal requested per month o For how many months o Destination (FOB mine, FOB US Port, CIF at what foreign port) o Coal Requirements BTU, KCAL, % sulphur, % ash, % moisture and any rejection limits o Any other requirements XVPillars will immediately give confirmation if we are able to meet those requirements from one or several of our numerous coal suppliers. XVPillars provides you with a NCNDA that protects both parties. We do not have time to provide quotes on projects where all the required information is not provided. Please provide as much information on your organization that allows XVPillars, LLC to properly vet your company. If you are registered as a business in the USA, please provide full address, what state you are registered in, web address any information that allows XVPillars to verify you and your organization.

Once XVPillars receives the executed NCNDA, your organization should be prepared to provide end-buyer identity and information. Information needed includes end-buyer website (or registered address and contact information if website is not available), and a CLEAR understanding of relationship with end-buyer. If more than one Broker is involved, we need to have the identity and contact of everyone involved and know exactly who is direct with the end-buyer. (A NCNDA is required of all brokers.) Once the NCNDA is signed with all brokers, XVPillars will perform our vetting of the end-buyer. We require that brokers do as much of the vetting as possible. This can significantly shorten the time to complete this process. XVPillars will require a NCNDA to be executed with the end-buyer and require the right to contact the end-buyer directly (always inviting the most direct broker to be copied on all communications or to be on conference calls if desired.) XVPillars will prepare a Soft Corporate Offer (SCO) to the end-buyer (copying the most direct broker.)

XVPillars will require a LOI/ICPO from the end buyer. Once the LOI has been received, XVPillars provides a draft copy of the contract and work with end-buyer to move to final contract agreement. Should you have any questions on this process please send an email to rstoker@xvpillars.com or call 888-977-9950.

XVPILLARS, LLC
Non-Disclosure/Non-Circumvention Agreement
This Mutual Non-Disclosure/Non-Circumvention Agreement (the Agreement) is entered into as of the DATE (the Effective Date) by and between XVPillars, LLC (hereinafter referred to as Seller) with a principal place of business at 9350 South 150 East, Suite 740, Sandy, UT, 84070, and x x x (x x x x , hereinafter referred to as Agent) with a principal place of business at x x x . All entities previously identified in this paragraph shall be collectively referred to hereinafter as the Parties. WHEREAS, the Parties desire to exchange confidential and proprietary information relating to each others businesses for purposes of discussing and possibly entering into a business transaction or transactions, and/or a strategic business relationship; and WHEREAS, the Parties desire to set forth their agreement to treat such information as confidential and proprietary in accordance with the terms and conditions hereof; NOW, THEREFORE, this Agreement made and entered into on this date shall obligate both Parties and their partners, associates, employers, employees, affiliates, subsidiaries, parent companies, representatives, successors, clients, nominees and assigns to the mutual promises, terms and conditions contained herein:

Definition
Whether written or in machine readable form, or disclosed orally or visually to the receiving party, Confidential Information shall mean information provided by the disclosing party or its Representatives to the receiving party and its Representatives concerning the disclosing partys business (including that of all subsidiaries and affiliates of such party) including, without limitation, the existence of this Agreement, data on marketing programs, other proprietary data, customer lists and other customer data, business volumes or usage, properties owned, financial information, pricing information, information concerning business plans or business strategy, presentations, proposals, technical and non-technical information and all information related to the partys current, future, and proposed products and services, all proprietary information, including, but not limited to the names, phone numbers, fax numbers, email and other addresses of any source, lender, trust, broker, client and or equity partner of the disclosing party, and the subject matter of this Agreement.

AGREEMENT NOT TO DISCLOSE OR CIRCUMVENT


Seller and Agent hereby legally and irrevocably guarantee to each other that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each other's interest with Seller's Suppliers. Specifically, neither Party shall attempt to avoid, directly or indirectly, payments of established or to-be established fees nor commissions, intervene in the pre-established relationships of the other party, or initiate a buy/sell relationship or transactional relationship that bypasses the other party in connection with any ongoing and future transaction or project.

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In specific deals where the Seller is acting in the interest of the Agent's, or on the Agent's behalf, the Seller shall be allowed to deal directly with the Buyer insomuch that the Seller shall keep the Agent informed of the development of the transactions. Agent agree to keep confidential and not disclose any document of Seller, or information contained in such documents, to any Third Party, other than explicitly provided for in written communication from Seller, including, but not limited to written agreements, contracts, and/or financial information regarding actual, pending, renewed or future transactions for the purchase of all commodities, products or goods.

Exceptions
Confidential Information shall not include information which (i) becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives in violation of this Agreement, (ii) is or becomes available to the receiving party or its Representatives on a nonconfidential basis from a source other than the disclosing party or its Representatives, provided that such source is not known by the receiving party to be bound by a confidentiality agreement with or other obligation of secrecy to the disclosing party, (iii) is already in the receiving partys possession or the possession of its Representatives provided, that such information is not known by the receiving party to be subject to another confidentiality agreement with or other obligation of secrecy to the disclosing party or (iv) is independently developed by the receiving party or its Representatives. Additionally, in the event that the receiving party is requested or required by law, regulation, legal, judicial or regulatory proceeding (by oral questions, interrogatories, requests for information or documents, subpoena, or similar process) governmental or similar authority or by the rules of any recognized stock exchange to disclose any of the Confidential Information or any other information prohibited from being disclosed hereunder, the receiving party shall (to the extent legally permissible and reasonably practicable) provide the disclosing party with prompt written notice so that the disclosing party may seek, at its sole expense, a protective order or other appropriate remedy or waive compliance with the terms of this Agreement. The receiving party shall not to oppose any action by the disclosing party to obtain such protective order or other remedy. Whether or not such protective order or other remedy is obtained or the disclosing party waives compliance with the terms of this Agreement, the receiving party agrees that it and its Representatives will furnish only that portion of the Confidential Information or such other information, which based on the advice of its counsel, is legally required to be furnished

TERM of Agreement
Parties' rights to non-circumvention shall be valid for two (2) years commencing from the date of this Agreement, with an option to renew for an additional two (2) years subject to and upon the terms and conditions agreed to between both parties. All other terms and conditions of this Agreement shall be protective to the other party in perpetuity.

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Legal Conditions
In the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses including, but not limited to, all legal costs and expenses incurred to recover the lost revenue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah. Any suit, action or proceeding arising under or relating to this Agreement shall be brought forward either in the United States District Court or state court located in the County which includes Salt Lake City, UT. The signing parties hereby accept such selected jurisdiction as the exclusive venue.

AGREE AND ATTESTED


This Agreement shall be binding upon the Parties hereto and their respective assigns and successors, subject to the consent of the non-assigning party, which consent shall not be unreasonably withheld. Any invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity of any other of its provisions. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Failure to exercise a right or remedy or granted hereunder shall not be deemed a waiver of such right or remedy. Each representative signed hereto below guarantees that he/she is duly empowered by his/her respectively named company to enter into and be bound by the commitments and obligations contained herein either as an individual, corporate body or on behalf of a corporate body. IN WITNESS WHEREOF, the Parties hereto, by their respective Authorized Officers, have caused their names to be subscribed this day and year herein recorded. Both parties witness that they fully understand and will execute the Terms and Conditions of this Agreement. This Agreement shall not become effective to any Party until signed and thereby executed by all Parties listed hereunder. Agent's Full Name: Company Name: Address: Seller's Full Name: Ronald L. Stoker Company Name: XVPillars, LLC Address: 9350 South 150 East (Suite 740) Sandy, UT 84070 Phone: E-mail: Phone: 888-977-9950 or 801-337-9190 E-mail: rstoker@xvpillars.com

Signature of Agent ____________________ Signed Date: 01/ /2012

Signature of Seller _____________________ Signed Date: 1/ /2012

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