COMMERCIAL DEAL

FROM

THOMAS DUFFY

V.C.I

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
 V.C.I
AGREEMENT

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.

Page 2 of 5 Clients Initials ______Brokers Initials ______

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.

Page 3 of 5 Clients Initials __td_____Brokers Initials_______

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.

Page 4 of 5 Client Initials ________ Brokers Initials _______

LEGAL/PENALTY NOTICE!
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: tom@tduffyllc.com
Alt Email: tduffy132@gmail.com
Please mail originals to:
Venture capital International
10 Stockyard Ct
New Milford CT 06776

Page 5 of 5 Client Initials ________Broker Initials_______

V.C.I
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: Yes No
Fee Agreement: Yes No
Signature:

Secondary
Principal:
Contact Number:
Secondary
Number:
Fax Number:
Email:
NCND Signed: Yes No
Fee Agreement: Yes No
Signature:

Primary Broker:
Contact Number:
Secondary
Number:
Fax Number:
Email:
NCND Signed: Yes No
Fee Agreement:
Signature:

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: tom@tduffyllc.com
Alt Email: tduffy132@gmail.com
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:
PROSPECTIVE CLIENT APPLICATION FORM

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
V.C.I
NON-COMMITMENT LETTER
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: Tom@tduffyllc.com
Alt Email: tduffy132@gmail.com

Clients Printed Name:

Clients Signature:
Brokers Printed Name:
Brokers Signature:
FINAL CHECK OFF LIST BEFORE
SUBMITTING

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: tom@tduffyllc.com
Alt Email: tduffy132@gmail.com