BROKER REFERRAL AND MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION AGREEMENT

Broker Onboarding

This BROKER REFERRAL AND MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION AGREEMENT (the “Agreement”), dated as of (the “Effective Date”), is made and entered into by and between Appanage Capital Solutions LLC, a Florida limited liability company, d/b/a goKaizen Capital, having a place of business at 701 NW 5th Ave, #1072, Fort Lauderdale, FL 33311 (“goKaizen”); and , a , having a place of business at (“Broker”). goKaizen and Broker are each referred to herein as a “Party” and together as the “Parties.” The Party receiving Confidential Information (as defined below) is referred to herein as the “Receiving Party” and the Party disclosing Confidential Information is referred to herein as the “Disclosing Party.” In consideration of the covenants and promises contained herein, the Parties agree as follows:

1.  Purpose.  Broker may from time to time introduce to goKaizen persons or entities seeking commercial real estate debt or equity financing, or advisory services related thereto (each such person or entity, once confirmed under Section 5, a “Referred Client”). In connection with such introductions, the Parties have exchanged or may exchange certain trade secrets, information, and other materials that are not available to the public and must be kept confidential. The exchange of Confidential Information (as defined below) is for the limited purpose of allowing the Parties to evaluate, effect, and service such referrals, and to protect each Party’s business relationships and compensation in connection therewith (the “Purpose”). It is the intention of the Parties that this Agreement govern the referral relationship between them generally, and that no separate agreement need be executed for each referral or each transaction.

2.  Confidential Information.  “Confidential Information” of a Party means information or material of a Disclosing Party, whether revealed orally, visually, or in tangible or electronic form, which (i) is provided by a Disclosing Party, and (ii) pertains to the Disclosing Party’s clients and prospective clients, lenders, investors, and other sources of debt or equity capital, referral and industry relationships, fee structures and compensation arrangements, transaction terms, financial models, underwriting, market research, business plans and strategies, methods, processes, “know-how,” compilations, financial information, or other business information and materials, in oral, demonstrative, written, graphic, or machine-readable form, which is unpublished and not available to the general public or trade. Confidential Information shall include any information in any form or media that is marked physically or electronically as “confidential” or with words of similar effect, as well as all information that the Disclosing Party identifies as confidential at the time of oral disclosure, and the identity of any Referred Client or any goKaizen Capital Source (as defined below).

3.  Protection of Confidential Information.  Each Party agrees not to use Confidential Information of the other Party for any purpose other than the Purpose. Each Party agrees to protect Confidential Information of the other Party from disclosure and not to disclose such Confidential Information to anyone other than Related Persons of the Receiving Party who have a business-related need to have access to such Confidential Information in furtherance of the Purpose, provided that the Receiving Party ensures that such Related Persons protect and handle the Confidential Information pursuant to the terms and provisions of this Agreement. “Related Persons” shall be defined as the affiliates, officers, directors, partners, employees, accountants, lawyers, advisors, and other consultants or representatives of the applicable Receiving Party. Each Party further agrees promptly to advise the other Party in writing of any misappropriation or unauthorized disclosure or use by any person of Confidential Information which may come to its attention and to take all steps reasonably requested by the other Party to limit, stop, or otherwise remedy such misappropriation or unauthorized disclosure or use. Each Party shall, at a minimum, protect the Confidential Information of the other Party in the same manner as it protects its own Confidential Information, and in no event with less than reasonable care.

4.  Exceptions.  Notwithstanding anything to the contrary contained herein, neither Party shall have any obligation with respect to any Confidential Information of the other Party, or any portion thereof, which the Receiving Party can establish by competent proof: (i) is widely known by the public through no breach of this Agreement or other act by the Receiving Party; (ii) is or becomes generally known to companies engaged in the same or similar businesses as the Parties hereto on a non-confidential basis, through no wrongful act of the Receiving Party; (iii) is lawfully obtained by the Receiving Party from a third party without any obligation to maintain the information as proprietary or confidential; (iv) was known prior to its disclosure to the Receiving Party without any obligation to keep it confidential; (v) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (vi) is the subject of a written agreement whereby the Disclosing Party consents to the use or disclosure of such Confidential Information.

5.  Referred Clients; Referral Confirmation.  Each referral under this Agreement shall be confirmed in a writing exchanged between the Parties, electronic mail being sufficient, identifying the referred client, its principal(s), the date of first introduction to goKaizen (the “Introduction Date”), and the referral compensation agreed for that referral (each, a “Referral Confirmation”). Each Referral Confirmation is incorporated into and governed by this Agreement. A “Referred Client” means the person or entity identified in a Referral Confirmation, together with such person’s or entity’s principals and affiliates, and any entity directly or indirectly controlled by, or under common control with, any of them, including any entity formed after the Introduction Date for the purpose of owning or effecting a transaction. A person or entity is a Referred Client only upon issuance of a Referral Confirmation; provided that goKaizen shall not unreasonably withhold or delay a Referral Confirmation for a bona fide introduction first made by Broker. Nothing in this Agreement obligates goKaizen to accept any referral, to engage any prospective client, or to consummate any transaction, and goKaizen shall determine the terms of its client engagements in its sole discretion.

6.  Referral Compensation.  In consideration of each confirmed referral, goKaizen shall pay Broker the referral compensation set forth in the applicable Referral Confirmation with respect to each Covered Transaction. A “Covered Transaction” means any commercial real estate debt or equity financing, or related advisory transaction, arranged by goKaizen for a Referred Client that closes (i) during the thirty-six (36) months following the Introduction Date for that Referred Client, including repeat and subsequent transactions for that Referred Client closing within such period, or (ii) after the expiration of such period, if prior to such expiration the transaction was the subject of a signed engagement with, or was in active process by, goKaizen. Referral compensation shall be computed as set forth in the applicable Referral Confirmation and shall be payable solely from fees actually collected by goKaizen in respect of the applicable Covered Transaction. Following the closing of a Covered Transaction, Broker shall submit an invoice to goKaizen for the referral compensation due, and goKaizen shall pay such invoice no later than ten (10) business days following the later of (a) goKaizen’s actual receipt of its fees on such Covered Transaction and (b) goKaizen’s receipt of Broker’s invoice. If goKaizen collects no fee on a transaction, no referral compensation shall be due with respect to that transaction. Upon Broker’s reasonable request, goKaizen shall provide reasonable documentation of the fees collected on a Covered Transaction.

7.  Non-Circumvention.  Each Party agrees not to circumvent the other as follows:

(a) goKaizen shall not, directly or through any affiliate, circumvent Broker with respect to any Referred Client. Without limiting the foregoing, goKaizen shall not structure, close, or accept compensation on any Covered Transaction in a manner designed to avoid, and no direct engagement between goKaizen and a Referred Client shall operate to avoid, any referral compensation due Broker under Section 6 and the applicable Referral Confirmation. This obligation shall continue for thirty-six (36) months following the Introduction Date for each Referred Client, subject to extension under Section 13.

(b) Broker shall not, directly or through any affiliate, circumvent goKaizen with respect to any lender, investor, debt or equity capital provider, or other capital source first introduced or identified to Broker or to a Referred Client by goKaizen (each, a “goKaizen Capital Source”). Without limiting the foregoing, Broker shall not solicit, engage, transact, or close with any goKaizen Capital Source, whether for its own account, for a Referred Client, or for any third party, except through goKaizen or with goKaizen’s prior written consent. This obligation shall continue for thirty-six (36) months following the introduction concerned, subject to extension under Section 13. Nothing in this Agreement restricts Broker’s communications or business with its own pre-existing relationships that Broker can document as established prior to and independent of any introduction by goKaizen.

(c) The obligations of this Section 7 survive the expiration or termination of this Agreement for the full periods stated in this Section 7 and Section 13.

8.  Capital Source Introductions by Broker.  The Parties anticipate that referrals hereunder will principally be of clients seeking financing. If Broker introduces to goKaizen a lender, investor, or other capital source with which goKaizen does not have a pre-existing relationship, the Parties shall document such introduction, and any compensation applicable thereto, by Referral Confirmation in the same manner as Section 5, and goKaizen shall not, directly or through any affiliate, circumvent Broker with respect to such capital source for thirty-six (36) months following the introduction concerned, subject to extension under Section 13. Absent a Referral Confirmation, no compensation shall be due with respect to a capital-source introduction.

9.  Broker Conduct; Independent Contractor.  Broker is an independent contractor. Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between the Parties. Broker shall not (i) negotiate the terms of any financing or advisory engagement on goKaizen’s behalf; (ii) hold, handle, or take custody of any client, lender, or investor funds; (iii) make any representation, warranty, or commitment on goKaizen’s behalf or otherwise bind goKaizen; or (iv) hold itself out as goKaizen’s agent or representative. Each Party is responsible, at its own expense, for its own compliance with all licensing, registration, and other laws and regulations applicable to its activities under this Agreement, and Broker represents that its receipt of referral compensation hereunder does not violate any law, regulation, or licensing requirement applicable to Broker.

10.  Non-Exclusivity; No Commitment.  This Agreement is non-exclusive. Subject to the Parties’ confidentiality and non-circumvention obligations undertaken hereunder, each Party remains free to pursue, engage, and transact with any other person or entity, including other brokers, advisors, clients, and capital sources, and nothing contained herein shall be deemed or construed to preclude either Party from pursuing business opportunities independently or with any third party, or from discontinuing any such pursuit, without liability to the other Party. Nothing herein obligates either Party to enter into any transaction with the other.

11.  Protective Orders.  If a Receiving Party, or any of its representatives, is under a legal obligation in any administrative or judicial proceeding to disclose any Confidential Information, the Receiving Party shall give the Disclosing Party prompt notice thereof so that the Disclosing Party may seek a protective order and/or waive the duty of nondisclosure; provided that, in the absence of such order or waiver, if the Receiving Party or any of its representatives shall, in the opinion of its counsel, stand liable for contempt or suffer other penalty for failure to disclose, disclosure pursuant to the order of such tribunal may be made by the Receiving Party or its representatives without liability hereunder. Any such disclosure will be as limited in scope as permitted by the presiding judicial or administrative officer, with all non-essential information redacted or withheld from disclosure.

12.  Publicity.  The Parties agree not to issue or release for publication any articles, advertising, or publicity matter relating to this Agreement which mention or imply the name of the other Party or any of its affiliates, or the subject matter hereof, unless prior written consent is granted by the other Party, except such disclosure as may be required by law, in which case the provisions of Section 11 hereinabove shall apply. Each Party shall make such amendments to any such press release or public statement as are reasonably requested by the other Party.

13.  Term; Termination; Return of Materials.  The term of this Agreement shall commence on the Effective Date and continue until terminated by either Party upon ninety (90) days’ prior written notice to the other Party. Upon the giving of any notice of termination, the Parties’ obligations under Sections 6, 7, and 8 with respect to each Referred Client and each capital source introduced prior to the effective date of termination shall continue for the longer of (i) the periods otherwise stated in those Sections and (ii) thirty-six (36) months following the date such notice is given. Termination of this Agreement shall not affect either Party’s confidentiality obligations hereunder, which shall survive for so long as the Receiving Party continues to possess or control Confidential Information of the Disclosing Party and such Confidential Information remains unpublished, confidential, and legally protectable. Any materials or documents, including copies thereof, which have been furnished to or made by a Party pursuant to this Agreement shall be promptly returned or destroyed upon request of the Party providing such materials or documents.

14.  Injunctive Relief.  It is agreed that the unauthorized disclosure or use of any Confidential Information, or a breach of Section 7 or Section 8, may cause immediate or irreparable injury to the non-breaching Party, and that such Party cannot be adequately compensated for such injury in monetary damages. Each Party therefore acknowledges and agrees that, in such event, the other Party shall be entitled to seek any temporary or permanent injunctive relief necessary to prevent such disclosure, use, or circumvention, or threat thereof, without the requirement of posting a bond, in addition to any other remedies available at law or in equity.

15.  Governing Law; Venue; Attorneys’ Fees.  This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws provisions. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Broward County, Florida for any action or proceeding arising out of or relating to this Agreement, and each Party waives any objection to such jurisdiction and venue. In any action or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party, in addition to any other relief awarded.

16.  General Provisions.  This Agreement shall not be amended, modified, released, discharged, abandoned, or otherwise terminated prior to expiration, in whole or in part, except by written agreement signed by the Parties hereto. In the event that any provision, or any portion, of this Agreement is determined by competent judicial, legislative, or administrative authority to be prohibited by law, then such provision or part thereof shall be ineffective only to the extent of such prohibition, without invalidating the remaining provisions of this Agreement. This Agreement, together with each Referral Confirmation, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements with respect thereto. All notices under this Agreement shall be in writing and delivered to the Party at its address set forth above in this Agreement, and shall be deemed given on the date of receipt (or refusal) of delivery. Either Party may designate a different address for receipt of notices upon written notice to the other Party. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Executed counterparts of this Agreement (or signature pages thereto) transmitted by electronic mail or executed through an electronic signature platform, including execution by electronic acceptance on this page, shall have the same binding effect as the hand delivery of an ink-signed original document, and no Party may raise the use of electronic transmission or signature as a defense to the enforcement of this Agreement or any amendment hereto.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the Effective Date.

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