Please send all Information, Documents, Phone calls and Questions to:
THOMAS DUFFY O –860-350-4440 E-Fax: (203) 648-4942 Email: THOMASDUFFY@TDUFFYLLC.COM Alt Email: TDUFFY132@GMAIL.COM

This NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION and NONCOMPETITION AGREEMENT (the .Agreement.) is effective as of, _______yr. by and Between, Thomas Duffy . and/or assign .company name.________ __________________. (Hereinafter .Confidant(s).), .whose address is. ________________________________________. Individually or collectively, and on behalf of any/all/other affiliated companies, or approved Agents and official representatives of the above organizations (hereinafter the Company.)

Everyone must sign this or no Project will get done!

1. PURPOSE The parties to this Agreement desire to engage in discussions regarding present and/or potential Future business relationships. This Agreement combines a non-disclosure, a non-competition, Non-solicitation and a non-circumvention agreement. The parties intend to engage in substantive Discussions and sharing of confidential information regarding certain new and useful business Opportunities, business contacts, trade secrets, business entity formation and structuring, and real Estate investment and lending planning. In connection with these discussions, it may be Necessary and/or desirable for the Company to provide the Confidant(s), individually and on Behalf of those parties represented, agrees that they are bound by an obligation of confidentiality. The Company believes, and the Confidant(s) hereby agree, that the Company’s Confidential Information has significant commercial value that would be diminished by unauthorized Disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to The Confidant(s) willingness to engage in the contemplated business discussions and planning. The Confidant(s) agrees that it shall not use any advantages derivable from such information in Its own business or affairs, unless the same is done pursuant to a new agreement with all other Signatories to this document. Each signing party shall be held responsible and liable in case of a Breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION

Confidential Information shall include, and shall be deemed to include, all information conveyed By the Company to the Confidant(s) orally, in writing, by demonstration, or by other media. Confidential Information shall be considered as such at the time of transmittal. Confidential Information may include, by way of example but without limitation loan programs and methods, Data, know-how, contacts, contracts, software, formulas, processes, designs, sketches, Photographs, plans, drawings, specifications, samples, reports, information obtained from Previous or current participants in programs of the Company, and information relating to Transactional procedures. However, Confidential Information shall not include information, Which can clearly be demonstrated to be: a. Generally known or available to the public, through no act or omission on the part of the Receiving party; or b. Provided to the receiving party by a third party without any restriction on disclosure and Without breach of any obligation of confidentiality to a party to this Agreement; or

Page 1 of 5 Clients Initials _____Brokers Initials _______
Independently developed by the receiving party without use of the Confidential Information. 3. OBLIGATION OF CONFIDENTIALITY The Confidant(s) agrees that when receipt of any Confidential Information has occurred: a. The Confidant(s) shall not disclose or communicate Confidential Information to any third Party, except as herein provided. Confidant(s) shall protect such information from Disclosure by reasonable means, including but not limited to at least the same minimal Level of security that Confidant(s) uses for its most crucial proprietary and trade secret Information. b. Confidant(s) shall reasonably protect the Confidential Information with not less than the Same degree of care exercised by its own personnel to protect its own, or publication of

Its own, most valuable confidential and proprietary information. c. The Company shall permit access to its Confidential Information to the Confidant(s).s Agents or employees or third parties only if such disclosure is reasonably believed to be Necessary to the purposes of the Confidant(s) evaluating, contemplating, recommending, Or engaging in any program or service offered by the Company or for the purpose of Entering into a business relationship with the Company and only if said agents, Employees or third parties: 1. Reasonably require access to the Confidential Information for purposes approved By this Agreement, and 2. Have been apprised of this Agreement and the Confidant(s).s obligations to Maintain the trade secret status of Confidential Information and to restrict its use As provided by this Agreement. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total Agreement, by which the Confidant(s) agrees it, shall not use any advantages derivable from such Confidential information in its own business or affairs, unless the same is done pursuant to a new Agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Confidant(s) hereby agrees for himself or herself, their officers, directors, agents, associates And any related parties, that they will not, directly or indirectly, contact, deal with or otherwise Become involved with any entity or any other entities or parties introduced, directly or indirectly, By or through the other party, its officers, directors, agents or associates, for the purpose of Avoiding the payment to the Company of profits, fees or other amounts, without the specific Written approval of the Company. 6. NO REPRESENTATIONS The Confidant(s) understands that the Company makes no representation or warranty as to the

Accuracy or completeness of the information it provides to the Confidant(s). The Confidant(s) Agrees that neither the Company, nor any of its advisers, representatives, agents, or employees.

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Shall be held liable for utilization of Confident Information which results from the Confidant(s).s Use of said information. 7. TERM This Agreement shall, by mutual consent of the parties, remain in force and effect for a period of Five years, sixty (60) months from the date signed and executed by all parties, with the effective Date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should the Companies assert that a Violation has occurred; the parties agree that the Companies shall be entitled to take action to Remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or In any other locale or jurisdiction(s) which is appropriate, in the opinion of the Companies and Their counsel. 9. MISCELLANEOUS a. As used in this Agreement, the following terms shall have the following meanings: .Agents or employees. Include the directors, officers and employees of any of the Parties. It also includes the Confidant(s), any corporation, partnership, association, Business trust, contractual organization, group, or other entity of which the Confidant(s) Is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the Aforementioned. b. Except for the limited right to use granted in section 3(c) herein, no right or license, either Express or implied, under any patent, copyright, trade secret or other intellectual property Right is granted hereunder.

c. No agency or partnership relationship is created between the parties by this Agreement. d. No party has an obligation under this Agreement to purchase any service or item from Any of the other parties, or to offer any service or item for sale to any of the other parties And that any agreement to have a business relationship between the parties will exist only When such agreement is in writing and duly executed by all the parties hereto. e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in Writing and signed by all parties. However, the failure of a party to insist of full Compliance with any provisions of this Agreement in a particular instance shall not Preclude it from requiring full compliance thereafter. f. This Agreement is made and shall be governed and construed in accordance with the laws Have the jurisdiction under which the respective companies are located, or any other Applicable jurisdiction. The Company shall decide the proper venue for any action Arising from or in connection with the interpretation or enforcement of this Agreement. g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the Other provisions hereof, and to this extent, the provisions of this Agreement are to be and Shall be deemed sever able. If any party hereto incurs legal fees, if a legal action Instituted, to enforce the terms of this Agreement or to recover damages or injunctive Relief for breach of this Agreement, it is agreed that the successful or prevailing parties.

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Shall be entitled to reasonable attorney fees and other costs in addition to any other relief To which it or they may be entitled. h. This Agreement constitutes the entire understanding between all the parties and Supersedes all previous understandings, agreements, communications and representations, Whether written or oral, concerning the discussions by and between the parties hereto and

The Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such Information shall be confidential as to both parties, the Companies and the Confidant(s). 11. NON-SOLICITATION The Confidant(s) hereby confirms that neither the company or anyone on its behalf or anyone else Has solicited in any way, and no document received or that will be received shall be deemed to be A solicitation. Additionally, the Confidant(s) confirms that there has not been any offer to buy or Sell securities and that this or any other document from the company is not intended to be an offer To buy or sell securities. The Confidant(s) understands that this contemplated or any future contemplated transaction is Strictly one of private placement and is in no way relying upon existing regulations relating to the United States Security Act of 1933 as amended or related regulation and does not involve the sale Of securities. I further declare that the Company or any of its agents are not licensed securities Brokers or (American) Government employees and understand that neither are the Confidant(s) of your organization. The Confidant(s) is responsible to study, evaluate, and make Informed decisions on all information received from Venture capital international. or any of Its account executives, agents, contacts, or recommended service providers. V..C.I or TDI Consultant Co. is not responsible for any recommendation, solicitation, offer or agreement or any Information about any transaction, customer account or account activity contained in this or any Future communication. 12. Basis of Information and Management Actions The Client acknowledges that Company obtains a wide variety of available information from Numerous sources, and the recommendations, advice or business actions developed or carried out By the Company are based upon the professional judgment of the Company, its employees,

Representatives, underwriters, and agents. The Client acknowledges that the Company does not Guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Client also acknowledges that the Company, management, employees, Underwriters, and agents are not acting in any form of Fiduciary Duty to you as the Confidant. You as the Confidant should seek out licensed professionals in the areas of legal, professional, And financial prior to making any financial decision.

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By signing this agreement it is agreed that if I/we, or company and or any of its related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. Further you agree to pay such injunctive relief. By signing below this agreement becomes fully binding and enforceable.
IN WITNESS WHEREOF, the parties hereto have individually and by their duly authorized Representatives executed and delivered this Agreement, to be effective as of the date first written Above. AGREED TO AND ACCEPTED BY: V.CI By: ____________________________________________ Date: ____/_____/_____ Thomas Duffy, President Confidant(s): _____________________________ [The INDIVIDUAL OR ENTITY] Date: ____2___/____27_______/______08__________ By: _______________________ [SIGNATURE] __________________________ [PRINT NAME] _____________ [TITLE] Address: _ Phone: __ Fax: ____ E-Mail: _ Brokers Print Name: Brokers Signature:

Address: Phone: Fax: E-mail: Fax or email copy to: Fax: (203) 648-4942 Phone: (860) 350-4440 Email: Alt Email: Please mail originals to: Venture capital International 10 Stockyard Ct New Milford CT 06776

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Client Information Sheet Must be filed out by the client not the broker!
Loan Analyst:

Date: Name of Project: Project Address: Project Web Site: Type of Project: Total Amount of Project: Primary Principal: Contact Number: Secondary Number: Fax Number: Email: NCND Signed: Fee Agreement: Signature: Secondary

Yes Yes

No No

Principal: Contact Number: Secondary Number: Fax Number: Email: NCND Signed: Fee Agreement: Signature: Primary Broker: Contact Number: Secondary Number: Fax Number: Email: NCND Signed: Fee Agreement: Signature:

Yes Yes

No No



Total Financing Amount Requested: Current “AS IS Value” Land or Building: Down Payment: Collateral Value: Net Operating Income: Projected Net Operating Income: Requested Type of Financing: Please Provide A Brief One Paragraph Description Of Property or Project:

General Questions:
Is There A Purchase Agreement In Place? Do You Have An Executive Summary? Is There A Pro-Forma Available? Do You Have Resumes for all Principals? How Many Years Of Experience Does The Client Have? Has The Client Been Turned Down Before? Who Turned them Down? Reason For Turn Down? Is There An Executed Purchase Agreement? How much money is the borrower bringing to the table? How much cash injection is into the project currently? How much equity is in the project?

Please Provide Any Other Pertinent Information in Regards to the Project:

To Be Completed by client: Name of Company: Company Address: Country: City: State: Zip: Company Telephone Number Company Fax Number: Company Email: Company Web Site:

Please email or fax this information to your loan analyst. Thank you for the opportunity to meet your financial needs. V.C.I President Thomas Duffy Email: Alt Email: Cell: (201) 803-7855 E-Fax: (203) 648-4942
Page 3 of 3 Client Initials ________Broker Initials_______ Clients Printed Name: Brokers Printed Name: Clients Signature: Brokers Signature:


Date: Name: Tax ID #/: Birth Date: Residence Address: City: State: Zip: Property address: City, State, Zip: Telephone: Email: Personal Income: Personal Bank: Property Value:

Existing Mortgages: Mortgage Lender: Requested Loan Amount: Type of Loan: (ie, Refi, New Purch. Const.) Are you presently prepared to submit your 1% deposit? Notes:

Referred by: Call Thomas Duffy for any Documents or question you may have (201) 803-7855


This is not a commitment letter or a letter of approval! This is just a letter stating that you understand the process of how this loan program works and you know what you need to do to get your project completed.
I will need the following and the order that I need them. Check Off 1. ___ NC-ND Signed by ALL PARTIES! 2. ___ Proof that you have 1% in the Bank! (no money will be transferred at this time just to make sure we don’t waist our time) Must send bank statement PLEASE CALL FIRST WITH ANY QUESTIONS 3. ___ Client Information Sheet completely filled out 4. ___ Prospective Client Information Sheet Filled out Completely 5. ___ Executive Summary (10 Pages Maximum) 6. ___ Use of Funds (10 Pages Maximum) 7. ___ Pro-Forma (10 Pages Maximum) 8. ___ Resumes from every Principal 9. ___ Non Commitment letter signed by both Broker and Client (This letter) I (client) ____________________ understand that I do not have to put up any money right now and no money will transfer till I (Client) _____________________ agree to the terms. At that time I (Client) _______________________ will release the funds to the lending company. I (Client) __________________________ also agree that I have no payment on New Construction till opening day. I also agree to 1% down inside the

United States of America and 2% down outside the United States of America that will be held in your (Client) bank till closing. This is just a letter showing that you understand how this works and not A letter to lock you into any contract at all. This is neither a contract nor a commitment agreement or even an approval letter just a simple letter making sure you (Client) ________________________ understands this Loan Program. We have had too many people going the distance and never having the money in the bank so this is a letter MAKING IT CLEAR ON HOW THIS WORKS! This is why we need proof that you have the funds, we do not want to waist your time or ours. Thank you, Thomas Duffy Cell: (201) 803-7855 E-Fax: (203)648-4942 Email: Alt Email: Clients Printed Name: Clients Signature: Brokers Printed Name: Brokers Signature:

Initials of Broker or Client 1. ______ NC-ND Signed by ALL PARTIES! 2. ______ Proof that you have 1% in the Bank! (no money will be transferred at this time just to make sure we don’t waist our time) Must send bank statement. PLEASE CALL FIRST WITH QUESTIONS 3. ______ Client Information Sheet completely filled out 4. ______ Prospective Client Information Sheet Filled out Completely 5. ______ Executive Summary (10 Pages Maximum) 6. ______ Use of Funds (10 Pages Maximum) 7. ______ Pro-Forma (10 Pages Maximum) 8. ______ Resumes from every Principal 9. ______ Non Commitment letter signed by both Broker and Client (This letter)

10. ______ I understand on new construction that I have no payment till opening day of business! Printed Name of Client: ___________________________________ Signature of Client: _______________________________________ Printed Name of Broker: ___________________________________ Signature of Broker: _______________________________________ Date: ________/__________/__________ Thomas Duffy Cell: (201) 803-7855 E Fax: (203)-648-4942 Email: Alt Email:

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