TM PROPERTY SOLUTIONS, LLC

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1 TM PROPERTY SOLUTIONS, LLC Dickie Baldwin Mark Hyland D Eva Street Suite 2, 2600 S Shore Blvd, Ste 300, Montgomery, Texas League City, TX Telephone#: Telephone#: Fax#: Fax#: dickieb@trustmarkps.com mhyland@trustmarkps.com Thank you for your interest, in our products. To receive information on pools available, please complete our Buyer Package. Our process is as follows: 1 Sign and return TM Property Solutions, LLC NCND. (form attached) May also be required to sign separate sellers NCND, if applicable. 2- Provide buyer information website, bio, detail of experience, etc. 3-Provide a soft POF or bank officer contact info. 4 Please indicate what you are interested in states, size etc. If you have any questions or need additional information please give Mark Hyland or Dickie Baldwin a call at the above telephone numbers. Sincerely, TM Property Solutions, LLC Cindy Segura Admin Assistant

2 NON-CIRCUMVENTION, NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Non-Circumvention, Non-Disclosure, and Confidentiality Agreement (hereinafter Agreement ), is made and entered into this day of, 20, by and between and TMPS LLC (T M Property Solutions) a Texas Limited Liability Company (hereinafter Parties ). The Parties agree to respect the integrity and tangible value of this agreement between them. Whereas, the parties desire to enter into this Agreement for the purpose of preventing the unauthorized disclosure or use of either party s Confidential Information about their Contacts ( Contacts, to include relationships with all business contacts, clients and investors) that may be disclosed to each other or others. For the purposes of this Agreement, Confidential Information shall mean (a) any and all information pertaining to Contacts (b) any information about Contacts that has commercial value or other utility in the business the parties are likely to engage in; (c) any information which, if disclosed, would be detrimental to the parties or their Contacts, whether or not such information is identified as proprietary or confidential. Now, therefore, for and in good consideration of the promises and mutual benefits expressed herein, the parties hereto agree as follows: Term: This Agreement shall be for a perpetual term and shall not terminate until and unless either party terminates this Agreement in accordance with Section 5 hereof. Nature of Relationship: The parties acknowledge that the purpose of the relationship created herein shall be an agency relationship only, and that no party shall act as or in any event, be deemed to be a partner or employee of the other for any purpose. All parties agree to adhere to all applicable federal and state laws, rules and/or regulations. Non-Circumvention: As a condition to entering into this Agreement, each party agrees that it will not interfere with or circumvent each other s business or Contacts or their employees, or disrupt each other s relationships with Contacts or contact clients without the express written consent of the other party... The parties further agree that they will not, directly or indirectly, for it or on behalf of, or in conjunction with any other person, firm, partnership, or corporation, divert or take away or attempt to divert or take away, call on or solicit or attempt to solicit the business or patronage of Contacts with whom it became acquainted as a result of recipient s relationship with the other party. This further applies to any acquisition of all or a part of Contacts existing business by recipient or any affiliate or successor company, which is expressly prohibited by this agreement. It further covers all parties either party to this agreement discloses any confidential information to. Non-Disclosure: The parties acknowledge that the Confidential Information is essential to the goodwill of each party s business interests. The parties shall hold and maintain the Confidential Information regarding each other and their Contacts in the strictest confidence and in trust for the sole and exclusive benefit of their mutual business interests. The parties shall not use for their own benefit, publish, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of each other, any of the Confidential Information. The parties shall carefully restrict access to the Confidential Information to those of its officers, directors, and employees who clearly need such access in order to participate on behalf of recipient in the analysis and negotiation of a business relationship or any contract or agreement, or the advisability thereof, with each other., (initials) (initials) Page 1 of 3

3 The parties warrant and represent that they will advise each of the persons to whom they provide access to any of the Confidential Information under the foregoing sentence that such persons are strictly prohibited from making any use, publishing, or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the parties, and of the Confidential Information. The parties shall take all necessary action to protect the confidentiality of the Confidential Information, except for its disclosure as stated in this paragraph, and agrees to indemnify each other against any and all losses, damages, claims, or expenses incurred or suffered by either one as a result of one s breach of this Agreement. In the event of termination (voluntary or otherwise) of this Agreement, the parties agree that they will protect the value of the all Confidential Information and will prevent their misappropriation of disclosure. The parties will not disclose or use to their benefit (or the benefit of a third party) or to the detriment of each other or Contacts any Confidential Information. Term of Agreement: The term of this Agreement shall be for a period of two (2) years from and after the date of this Agreement and shall be automatically renewed for one (2) year term unless earlier terminated pursuant to this Agreement. Fee Structure: The Parties agree that due to the many variables surrounding each Business Financial Transaction that will occur because of this agreement, the commission to be paid and/or the fee structure between the Parties can vary. When applicable, a separate fee/commission agreement will outline compensation for each Business/Financial Transaction. The fee or commission agreement must be drafted and acknowledged by signature before all Business/Financial Transactions. Applicable Law: This Agreement shall be governed by and construed according to the laws of the State of Texas. Any action to enforce this Agreement shall be brought in the State of Texas, which shall be deemed the proper venue for all purposes. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein contained. Any agreements, promises, negotiations, representations or other terms not set forth or referred to in this Agreement are of no force and effect. Breach of Contract: If there is a breach of this Agreement by recipient, recipient will be subject to all civil and criminal remedies applicable by law, including but not limited, the breaching party owing to the non-breaching party all profits, proceeds and other benefits obtained by the breach, plus all reasonable attorney s fees incurred in the enforcement of this agreement. Miscellaneous: Notwithstanding the foregoing, confidential information is not information which (1) was or becomes generally available to the public other than through disclosure by the parties; (2) was or becomes available on a non confidential basis; (3) becomes available on a non confidential basis from an independent source. Furthermore, disclosure may be made without liability: (i) to any governmental agency or regulatory body having or claiming to have authority to regulate or oversee any aspect of parties business. (ii) if requested or required by law or by subpoena civil investigative demand or similar process., (initials) (initials) Page 2 of 3

4 IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written: Recipient: Company Name: Signature Print Name Title Street Address City, State Zip Representative for TMPS LLC Dickie Baldwin Mark Hyland, Manager D Eva Street Suite 2, 2600 S Shore Blvd, Ste 300, Montgomery, Texas League City, TX Telephone#: Telephone#: Fax#: Fax#: dickieb@trustmarkps.com mhyland@trustmarkps.comdickie Page 3 of 3

5 Buyer Information Name of company: Company address: Contact information: Name: Title: Telephone # address: Website address: Please attach resume or explain your industry experience: Please indicate what you are interested in states, size etc:

SERVICE REFERRAL AGREEMENT

SERVICE REFERRAL AGREEMENT THIS SERVICE REFERRAL AGREEMENT (the "Agreement" ) is made and entered into on the date accepted by the Company identified below in the acceptance process ( Referral Representative