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NDNC

Welcome to the ZeusLending.com Platform.

Please read this Non-disclosure and Non-circumvent Agreement (the “Agreement”) carefully before using our website (the “Site”). By using the Site, even just browsing, you (the “Principal”) agree to be bound by this Agreement.

This Non-disclosure and Non-circumvent Agreement constitutes a legally binding contract between you and ZeusLending.com (“ZLC”). If you have any questions about its meaning you should consult with an attorney before using the Site.

IF YOU DO NOT UNDERSTAND OR DO NOT AGREE WITH THIS AGREEMENT, PLEASE DO NOT USE THE SITE

Non-disclosure and Non-circumvent Agreement

The facts being that ZLC is engaged in the marketing of residential and commercial investment services which involve the development and utilization of information not generally known in the industry or industries in which ZLC is or may become engaged; which information may, without limitation, include information relating to research, development, training, purchasing, seminars, inventions, accounting, engineering, marketing programs, marketing vendors, marketing schedules, marketing strategies, networking affiliations, strategic alliances, affinity relationships, operations, systems, lexicon, pricing structure, customer relationship management software, customer relationship management strategies, customer lists, merchandising, selling techniques, selling strategies, and those matters related to the locating, negotiating, contracting, borrowing, lending, financing, renting, leasing, remodeling, and selling of commercial and residential real estate whether it be improved or unimproved commercial or residential property for ZLC and their affiliates (collectively referred to below as “the proprietary information”);

That in performing its functions for ZLC, Principal will necessarily be given access to proprietary information, which will be identified by ZLC as such;

That the use of the proprietary information by, or its disclosure to, any person or organization other than ZLC and its employees or Principals would be highly detrimental and damaging to ZLC; and

Now, therefore, in consideration of the mutual promises, covenants and conditions here contained, the parties agree as follows:

SECTION 1. Nondisclosure of proprietary information.

1.1 Nondisclosure. The Principal agrees that neither it nor any of its subsidiaries, divisions, employees, agents, independent contractors or other persons or organizations over which it has control, will at any time during or after its relationship with ZLC, directly or indirectly use any proprietary information for any purposes not associated with ZLC’s activities, or disseminate or disclose any of the proprietary information to any person or organization not connected with ZLC, without the express written consent of ZLC. Principal also agrees that it will undertake all necessary and appropriate steps to ensure that the secrecy of the proprietary information in its possession will be maintained. This section perpetually survives the termination of this Agreement.

SECTION 2. Property Rights of ZLC

2.01 Trade Secrets. Principal will have access to and become familiar with various trade secrets, consisting of formulas, devises, secret inventions, processes, vendors, systems, marketing strategy, pricing strategy, and compilations of information, records (including those of current and prospective customers), specifications owned by ZLC and regularly used in the operation of the business of ZLC. Principal must not disclose these trade secrets, directly or indirectly, nor use them in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of his or her work as agreed by ZLC. All files, records, customer records, documents, drawings, specifications, equipment, processes, and similar items relating to the business of ZLC, whether or not prepared by Principal, remain the exclusive property of ZLC. This section perpetually survives the termination of this Agreement.

2.02 Confidential & Proprietary Information. Principal recognizes and acknowledges that ZLC possesses certain confidential information that, even if not classified as a trade secret, constitutes a valuable, special, and unique asset. As used herein, the term “confidential information” includes all information and materials belonging to, used by, or in the possession of ZLC relating to its products, processes, services, technology, inventions, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and other information not classified as a trade secret, but shall not include (a) information that was already within the public domain at the time the information is acquired by Principal, or (b) information that subsequently becomes public through no act or omission of the Principal. Principal agrees that all of the confidential information is and shall continue to be the exclusive property of ZLC, whether or not prepared in whole or in part by Principal and whether or not disclosed to or entrusted to Principal’s custody. Principal agrees that Principal shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of ZLC. This section perpetually survives the termination of this Agreement.

2.03 Third Party Confidential Information. In addition to ZLC’s trade secrets, Principal recognizes that ZLC has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on ZLC’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Principal agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out Principal’s work for ZLC and consistent with ZLC’s agreement with such third party. This entire section perpetually survives the termination of this Agreement.

2.04 Soliciting Customers, Contractors, or Employees After Termination of Agreement. Principal agrees not to either directly or indirectly:

(a) Make known to any person, firm, or corporation the names and addresses of any of the past or current customers, contractors or employees of ZLC or any other information pertaining to the customers.

(b) Call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the past or current customers, contractors or employees of ZLC on whom Principal called or with whom he or she became acquainted during the work performed for ZLC, either himself or herself or for any other person, firm, or corporation. This entire section perpetually survives the termination of this Agreement.

SECTION 3. Enforcement.

In the event that the Principal shall breach this nondisclosure agreement, or in the event that such breach appears to be an imminent possibility, ZLC shall be entitled to all legal and equitable remedies afforded it by law as a result of the breach, and may, in addition to any and all other forms of relief, recover from Principal all reasonable costs and attorneys’ fees encountered by it in seeking any such remedy.

SECTION 4. Binding effect.

This Agreement shall be binding upon the parties to this Agreement and upon their respective executors, administrators, legal representatives, successors and assigns.

SECTION 5. Non-Disparagement and Do No Harm.

Principal agrees that neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, ZLC or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives or do harm to ZLC or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives. This section will terminate eights years after the written termination of this Agreement.

SECTION 6. Applicable law and severability.

This agreement shall be governed for all purposes by the laws of the State of Texas. If any provision of this agreement is declared void, or otherwise unenforceable, that provision shall be deemed to have been severed from this agreement, which shall otherwise remain in full force and effect.

Principal Company