CMART NON-DISCLOSURE, NON-CIRCUMVENTION AND NON-COMPETITION AGREEMENT

NON-DISCLOSURE, NON-CIRCUMVENTION AND NON-COMPETITION AGREEMENT

This NON-DISCLOSURE, NON-CIRCUMVENTION and NON-COMPETITION AGREEMENT is effective as of ______________________ by and between COMMERCIAL MORTGAGE RESOLUTION TRUST (CMART), located at 330 N. Brand Blvd., Suite 702, Glendale, California 91210, individually or collectively, and on behalf of any/all/other affiliated companies, or approved agents and official representatives of the above organizations and ___________________________________________ (CONFIDANT), located at ___________________________________________________________.

RECITALS
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 noncompetition and a non-circumvention agreement. In connection with these discussions, it may be necessary for CMART to provide CONFIDANT with, or allow access to, proprietary, technical, or business data and/or other confidential information (collectively the Confidential Information) of the CMART, its clients and affiliates. Therefore, the CONFIDANT, individually and on behalf of those they represent, agree that they are under an obligation of confidentiality. CMART believes, and the CONFIDANT hereby agrees, that the CMARTs Confidential Information has significant commercial value and would be diminished by unauthorized disclosure. CONFIDANT 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 those signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in their professional and personal capacity. This agreement establishes a relationship of mutual trust and confidence, and each of the undersigned will stand in fiduciary relationship with the others. 2. Confidential Information Confidential Information shall include and shall be deemed to include, all information conveyed by CMART to the CONFIDANT 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 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 CMART, and information relating to transactional procedures, the nature and operation of each others business, including, but not limited to business methods, fees charged, servicing techniques, address books, lists, sales quotes, Rolodexes, contact information, notes, customers, customer lists, rates, leads, sales literature, trade secrets, prospect lists, educational material and other information concerning each other or CMARTs clients and associates. However, Confidential Information shall not include information, which can clearly demonstrated to be: generally known or available to the public, through no act or omission on the part of the receiving party; or 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 independently developed by the receiving party without use of the Confidential Information 3. Obligation of Confidentiality The CONFIDANT agrees that when receipt of any Confidential Information has occurred: a. The CONFIDANT shall not disclose or communicate Confidential Information to any third party, except as herein provided. CONFIDANT shall protect such information from disclosure by reasonable means, Page 1 of 3

CMART NON-DISCLOSURE, NON-CIRCUMVENTION AND NON-COMPETITION AGREEMENT

including but not limited to at least the same minimal level of security that CONFIDANT uses for its most crucial proprietary and trade secret information. b. CONFIDANT 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. CMART may permit access to its Confidential Information to the CONFIDANTs agents or employees or third parties only upon prior written authorization of CMART. d. CONFIDANT hereby agrees to keep completely confidential the names of any corporations, individuals or group of individuals, buyers, or sellers, introduced by any of the parties or their affiliates. 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 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. Obligation of Non-Circumvention The CONFIDANT 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 CMART of profits, fees or otherwise, without the specific written approval of CMART. 6. No Representations The CONFIDANT understands that CMART makes no representation or warranty as to the accuracy or completeness of the information it provides to the CONFIDANT. The CONFIDANT agrees that neither CMART, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the CONFIDANTs use of said information. 7. Duration and Termination This Agreement shall, by mutual consent of the parties, remain in force and affect for a period of five years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto, or until released in writing by CMART. CMART, in its sole discretion, at any time may immediately terminate this Agreement and cease payment of commissions if CONFIDANT breaches any of the terms of this Agreement. CONFIDANT acknowledges that the Economic Espionage Act of 1996, permits the imposition of criminal penalties in instances of trade secret misappropriation. After termination of this Agreement, or CONFIDANTs association with CMART, the CONFIDANT shall not, a. interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between CMART and any customer, client, Contractor, lead, prospect or Contractor of CMART; b. contact, communicate with, or solicit, any employee or independent contractor of CMART with the intent, purpose or effect of introducing or encouraging any employee to leave his or her association with CMART, or to breach his or her agreement with or other obligations to CMART; Page 2 of 3

CMART NON-DISCLOSURE, NON-CIRCUMVENTION AND NON-COMPETITION AGREEMENT

c. contact, communicate with, or solicit, any customer, lead or prospect of CMART with the intent, purpose or effect of introducing or encouraging said customer, lead or prospect to do business with anyone other than CMART as related to this Agreement, or to breach any agreement with or other obligations to CMART. 8. Mutuality To the extent that Confidential Information is disseminated or exchanged by both parties, such information shall be confidential as to both parties, CMART and the CONFIDANT. 9. General 9.1 This Agreement may not be changed or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of such change or termination is sought. No breach of any agreement, warranty, or representation shall be deemed waived unless expressly waived in writing by the party who might assert such breach. 9.2 Waiver by one party of the performance of any covenant, condition, or promise of the other party shall not invalidate this Agreement, nor shall it be considered to be waiver by such party of any other covenant, condition, or promise contained herein. The waiver of either or both parties of the time for performing any act shall not be construed as a waiver of any other required act to be performed at a later date. 9.3 If any party hereto commences an action or arbitration proceeding to interpret or enforce this Agreement or any provision thereof, the prevailing party shall be entitled to an award of costs and attorneys' fees in addition to all other amounts awarded by the court or arbitrator. 9.4 If any provision of this Agreement is determined to be illegal or unenforceable for any reason, the same shall be severed from the Agreement and the remainder of the Agreement shall be given full force and effect. 9.5 This Agreement shall be governed by and construed in accordance with the laws of the state of California. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date set forth above

Accepted by CMART:
______________________________________________ (Sign Name) ______________________________________________ (Print Name) ______________________________________________ (Date)

Accepted by CONFIDANT:
______________________________________________ (Company) ______________________________________________ (Sign Name) ______________________________________________ (Print Name) ______________________________________________ (Date) ________________________________________ (Phone #) ________________________________________ (Fax #) ________________________________________ (Address) ________________________________________ (City /State/Zip) ______________________________________________ (E-Mail Address)

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