Memorandum of Understanding and Confidentiality Agreement

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Memorandum of Understanding and Confidentiality Agreement Powered By Docstoc
					Memorandum of Understanding and Confidentiality Agreement PREAMBLE (This must be signed along with or prior to listing your commercial property for sale. There are no up front fees; however their may be modest due diligence fees required for full and complete disclosure for your protection. Forward to or Fax: 770-234-5535). I confirm this agreement and memorandum of understanding. It is understood by all participants in this agreement or any related plans, agreements or related web sites or businesses, individuals, corporations, institutions, brokers and/or principals that this is a mutual agreement. It is a mutual agreement of trust and confidence. It is a mutual agreement of confidentiality and contains all of the tenants of internationally understood rules of non-circumvention meaning that all sources shared confidentially are protected thereafter from direct contact with the principles in any and all transactions except those that are permission driven by the donor who remains in the loop and part of the transactions indefinitely. The only exceptions are cases in which the introduced party is already known to the party to whom he is being introduced. Further understood is the fact that Pan-Continental Resorts S.A.; and its subsidiaries Sterling Capital Group, Continental Finance, Continental Group and VIP Club, is a Costa Rica corporation duly licensed to operate internationally and to engage in all forms of finance, real estate, construction, development, commercial real estate sales and purchases using legal and professional ethics and standards throughout its operations. It is represented by competent legal consul who represents it internationally and can provide all legal services that new associates to this group require in order to close a contractual obligation. All parties that contract for service, sales or purchase agreements are equally protected under Costa Rica law. Neither Pan-Continental Resorts S.A. nor its subsidiaries charge up front fees. A 2% fee is paid at the closing of any sale of an asset as well as for the arrangement of financing and joint venture syndications. Fees are made part of the closing procedures. Revenues for and from joint venture developments are banked and audited in a prime Costa Rica bank that will pay profit shares as directed by the joint venture participant. All transactions that involve joint ventures and/or financial syndications are regarded as purchases of joint venture ownership equity in the project under syndication and not as investments such as in securities transactions. Pan-Continental Group S. A. does not sell stocks and bonds or securities from any country including Costa Rica. Any equity purchase will share proportionally the revenues from each project in which equity is purchased. Outright sales or purchases of properties will be arranged as completed turnkey transactions including financing so that the buyer or seller can confine his efforts to decision making with complete oversight. CONFIDENTIALITY
The undersigned principals or direct representatives of the principals have agreed to provide certain information concerning the sale, purchase, joint venture and financing for

real estate transactions including the due diligence required for decision making regarding such sales, purchases or arrangements. As a condition to such information being furnished to us and our directors, officers, employees, agents, attorneys, consultants, professional advisors, co-investors, financing sources or other representatives (collectively, “Representatives”), we agree to treat any information which is furnished by you or your Representatives in connection with such Proposed Transaction (whether conveyed orally or in writing) by or on behalf of the Company (the “Confidential Information”), in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions set forth herein The term “Confidential Information” does not include information which (i) is or becomes generally available to the public, other than as a result of a disclosure by us in violation of this letter agreement, (ii) was within our possession prior to being furnished pursuant hereto, provided that the source of such information was not known by us to be bound by confidentiality obligations with respect to such information, (iii) becomes available to us on a non-confidential basis from a source other than the Company, provided that the source of such information was not known by us to be bound by confidentiality obligations with respect to such information, or (iv) was independently developed by us. We agree that we and our Representatives (i) will use the Confidential Information solely for the purpose of evaluating the Proposed Transaction, (ii) will treat the Confidential Information as confidential and (iii) will not disclose any of the Confidential Information to any third party without your prior written consent. Notwithstanding the foregoing, any such information may be disclosed to our Representatives who need to know such information for the sole purpose of evaluating the Proposed Transaction and who are directed to keep such information confidential. Notwithstanding anything to the contrary contained herein, any Confidential Information may be disclosed to the extent that such disclosure is required pursuant to law, regulation or other legal or regulatory requirements or in connection with a judicial, regulatory or other governmental proceeding without your prior consent and such disclosure will not be a violation of this letter agreement; provided, however, that if any such disclosure is required, we will to the extent reasonably practicable and permitted by law promptly notify you of such disclosure. If we decide not to proceed with the Proposed Transaction, we will promptly inform you of that decision and upon your request, we will either return or destroy all Confidential Information (and all copies thereof) furnished to us by or on behalf of you pursuant hereto, except that we may retain one copy of any Confidential Information in our legal files subject to the confidentiality obligations set forth herein and that any of our internal notes, analyses or similar proprietary materials may be retained under the provisions of this letter or, at our option, destroyed. We understand and acknowledge that neither you nor any of your Representatives make any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information nor will any of them have any liability to us or our Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom, except in each case as otherwise provided in definitive documentation relating to the Proposed Transaction. Each party to this agreement understands and agrees that neither this paragraph nor any other provision in this letter agreement can be waived or amended except with the

written consent of the other party. Each party agrees to abide by mutually acknowledged rules of non disclosure and non circumvention. Each party to this agreement understands and agrees that no failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. The obligations set forth in this agreement shall terminate on the earlier of (i) two years after the date of this agreement and (ii) the execution by us, our affiliates or funds under our or our affiliates’ management of binding documentation relating to the Proposed Transaction. This letter agreement constitutes the entire agreement between the parties with respect to the subject matter of this letter agreement, and supersedes all previous agreements between the parties relating to the subject matter hereof. Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter agreement will become a binding agreement between the parties hereto. Very truly yours, By: Name: Title: President, Continental Finance & Pan-Continental Resorts S.A. Email: USA 334-279-7567 Fax:770-234-5535 Accepted and agreed as of the date first written above: By: _____________________________ PRINCIPAL INVESTOR, OWNER, BUYER Name:_________________Address______________ Title:_________________Email_____________Tel____________ Or By _______________________________ AGENT, CONSULTANT, BROKER REPRESENTING PRINCIPAL DIRECTLY Name:_______________Address_______________________ Title:_________________Email______________Tel: Name of principal buyer/seller/investor_______________________________ Attach short resume including financial capabilities and web site. NOTARY:

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