"AGREEMENT" is made and entered into by and between Secured Lending,
corporation. and Dakota First, LLC., a North Dakota Company.
Lending is a Arizona corporation, which provides financial services.
Lending and Dakota First desire to enter into this Agreement to
establish, the terms and conditions of Secured Lending
and Dakota First as set forth below.
THEREFORE, in consideration of the foregoing premise, as well as the
covenants and conditions set forth herein, the parties agree as
Lending hereby contracts Dakota First in the capacity of loan origination
of Secured Lending offices located at 12202
N. Scottsdale Road,
Phoenix , AZ
First accepts such agreement. Dakota First's job duties and responsibilities,
with, the approval and concurrence of the President of secured Lending are
and process loans in accordance with Secured.
Lending's general plans
policies and in compliance with Secured Lending's underwriting standards.
duties may be curtailed, augmented or modified from time to time as deemed
mutually agreeable to Dakota First and Secured Lending. Dakota First will at
times perform their job duties
an honest and ethical manner and will, at a minimum, comply with the provisions
of any and
state or federal statutes, laws, rules or regulations applicable to Secured
requirement of any federal or state agency having
over Secured Lending including but not limited to the United States Department
of Housing and Urban Development.
First acknowledges and agrees that Dakota. First will devote their
knowledge and best skill, to the performance of their duties.
First and Secured Lending understand and expressly agree that Dakota Firsts
agreement may be terminated by Secured Lending or by Dakota First at any time,
with or without notice and with or without cause. Dakota First and Secured
Lending expressly agree that this provision is intended by Dakota First and
to be the complete and final, expression of their understanding regarding the
conditions under which Dakota First's agreement may be terminated. Dakota First
and Secured Lending further understand and agree that no representation contrary
to this provision is valid, and
this provision may not be augmented, contradicted or modified in any way, except
signed by Dakota First and Secured Lending
compensation for the services to be rendered by Dakota First
Secured Lending shall pay Dakota First pursuant to the
attached, hereto as
"A". Any fees from Loans generated, including loans in the pipeline and
by Dakota First prior to Dakota First's termination with Secured Lending,
loans close after, for whatever cause, will be paid to Dakota First, according
to the schedule referenced above in this subparagraph.. The
of commissions to Dakota First shall be subject to the following
of Expenses. Dakota
authorize Secured Lending to
commissions due at termination. of this Agreement all financial obligations
to Secured. that are imposed. by the terms of this Agreement, including, past
due fees, dues, late charges and expenses of commission payable to Dakota
received by Secured
Dakota First's share of such commissions, as outlined in schedule “A",
however, shall be payable upon the
of each loan
for Uncollected Commissions.
event shall Secured
be liable to Dakota First for Dakota First's
of commissions not collected, nor
Dakota First he entitled to any advance or payment from Secured Lending
Policies and Regulations.
First will comply with policies and regulations, including those set forth
Secured Lending's , policies and procedures manual, if any, and any subsequent
amendments or additions thereto and Secured Lending's underwriting standards
for loans and any amendment or additions thereto. In. the event of any conflict
policies and regulations and. this Agreement, the terms of this Agreement shall
of Employees or Customers.
non-solicitation covenants contained in paragraph 5 will be mutually binding
the Secured Lending and Dakota First.
About Other Employees and Independent Contractors.
First will be called upon to work closely with employees and independent
contractors of Secured Lending in performing services under this Agreement.
about such employees and/or independent contractors which becomes
First during the course of their agreement with Secured Lending, and which,
otherwise known to the public, including compensation or commission structure,
is not tolerated.
Trade Secrets covenants contained, in.
paragraph 6 will
mutually binding on the Secured Lending and Dakota First. Neither Secured
Lending nor Dakota
First shall make improper use or disclosure of their respective Trade
who is not
employee of Secured Lending must first be authorized in
writing by the President on behalf
Secured Lending or by the Branch Manager on behalf of
6.1 Trade Secrets.
the course of Dakota First's agreement, Dakota First will. have access to
various trade secrets of Secured Lending. A "Trade Secret" is information
is not generally known to the public and, as a result, is of economic benefit
Employer in the conduct of its business. Dakota First and Secured Lending
that Track Secrets include,
but are not limited to, a11. information, developed or obtained by Secured
Lending and comprising the following items, whether or not such
have been reduced to tangible form (e.g. physical writing) all methods,
techniques, processes, ideas, research and development, trade names, service
slogans, forms, customer lists, pricing structures, menus., business forms,
marketing programs and plans, layouts and designs, financial structures,
operational methods and tactics, cost information,
the identity of or contractual arrangements with suppliers, the
or buying habits of customers, accounting procedures, and any document,
record. or other information of Secured. Lending relating to the
the course of Dakota First's agreement, Secured Lending will have
to various trade secrets of Dakota First. A "Trade Secret" is information
which is not generally known to the public and., as a result, is
economic benefit to employer in the conduct of its business. Dakota First and
Secured Lending agree that trade secrets include, but not limited to, all
information developed or obtained by Dakota first and compromising the following
items, whether or not such items have been reduced to tangible form (e.g.
physical writing) all methods, techniques, processes, ideas, research and
development, trade names, service marks, slogans, forms, customer lists, pricing
structures, menus, business forms, marketing programs and plans, layouts and
designs, financial structures, operational methods and tactics, cost
information, the identity of or contractual arrangements with. suppliers, the
identity or buying habits of customers, accounting procedures. and any document,
record or other information of Dakota First relating above.
Disclosure. Dakota First will not publish. or disclose, or allow to be published
or disclosed., Trade Secrets to any person who is not an employee of Secured
Lending unless such disclosure is necessary for the performance of Dakota
First's obligations under this Agreement. Disclosure to someone who is not
employee of Secured Lending must first be authorized, in writing by the
First will use Trade Secrets only for the limited purpose for which they were
disclosed.. Dakota. First will not disclose any Trade
to any third party (including subcontractors) without first obtaining Secured
Lending's written consent
and will disclose Trade Secrets only to Secured. Lending's
employees having a need to know. Dakota First will promptly notify Secured
Lending of any Trade Secrets improperly or prematurely disclosed.
Representation Concerning Prior Agreements Dakota
First represents to Secured Lending that they are not bound by any
non-competition or non-solicitation agreement that would. preclude, limit or
any manner affect Dakota First Agreement with Secured Lending, Dakota First
further represents that he can fully perform the duties of their agreement
without violating any obligations they may have to any former employer,
including but not limited to, misappropriating any proprietary information
acquired from a prior employer and agrees that they have not and will not
misappropriate any proprietary information acquired from any prior employer.
(see schedule "A")
the express written consent from the Secured Lending, Dakota First has no
the credit of Secured. Lending or any of its other employees;
or discharge any debt in excess of $ 100.00 due to Secured Lending
unless Secured Lending has received the full amount thereof; and
mortgage, transfer or otherwise dispose of any non-inventory assets of
Secured. Lending which, have a fair market value in excess of
Policies and Procedures.
Lending has the authority to establish from time to time personnel policies
procedures to be followed by its employees. Dakota First agrees to comply with
the policies and procedures of Secured. Lending. To the extent any provisions
in. Secured Lending's personnel policies and procedures differ with the terms
this Agreement, the terms of this Agreement apply. In. no case will any
personnel policies or procedures be deemed to contradict the at-will employment
provision in. this Agreement.
advertising in any form. is to be used by Dakota First prior to written approval
from Secured. Lending.
savings, checking, investment or other accounts may be
by Dakota First in. the name of Secured Lending or in any naive similar to
of Secured Lending. The determination as to similarity of names is within the
sole discretion of Secured. Lending.
Continuing Obligations. Neither
of Dakota. First's agreement, termination, of this Agreement shall affect any
rights or obligations accruing prior thereto or any
notice, request, instruction or other document to be given hereunder
shall be in writing and shall he deemed. to have been given when
Agreement supersedes any and all other agreements, either oral or in writing
implied. in fact, between the parties hereto with respect to the
of Dakota First by Secured, Lending, and contains all of the covenants and
agreements between the parties with respect to that employment. Each, party
this Agreement acknowledges that, with respect to employment, no
representations, inducements, promises or agreements, orally or otherwise,
been made by any party, or anyone acting on behalf of any party, which are
embodied herein, and that no other agreement, statement or promise not contained
in this Agreement shall he valid, or binding.
modification of this Agreement will be effective only if it is in a writing
(i) is signed by both parties; (ii) specifically references this Agreement
(iii) specifically expresses an intent by both parties to modify this
Effect of Waiver.
failure of either party to insist on strict compliance with any of the terms,
covenants or conditions of this Agreement by the other party shall not be deemed
a waiver of that term, covenant or condition, nor shall any waiver or
relinquishment of any right or power at any one time or times be deemed a waiver
or relinquishment of that right or power for all, or any other
provision in this Agreement is held by a court of competent jurisdiction to
invalid., void, or unenforceable, the remaining provisions shall nevertheless
continue in. fall force without
impaired or invalidated
in any way. Dakota
First acknowledges and agrees that Secured Lending has no duty or obligation
employ Dakota First at
after expiration of this Agreement.
Agreement shall be governed by and construed in accordance with the laws of
State of Arizona
First acknowledges that they have had the opportunity to consult with
independent counsel of their own, choice concerning this Agreement, and that
they have taken advantage if that opportunity to the
that Dakota First desires. Secured Lending further acknowledges that they have
read and understands this Agreement, is fully aware of its legal effect, and
entered into it voluntarily based. on Their own judgment.
on August 2, 2006 at Phoenix, Arizona
"A" to Dakota First and Secured
First will receive a commission from Secured Lending as follows:
all origination fees and discount points
of all yield spread. premiums. All fees will be paid, after fees
Americash. are paid. ($595usd plus a quarter point and surcharges
certain banking institutions in the Americash banking
$30,000usd. consulting fee, to be paid each month over three months,
the months of June, July, August of
First understands and agrees that it will be paid. commissions on
its organization generates. Any loans generated by outside contractors,
employees, agents, Americash, or representatives of Secured
Lending will not entitle Dakota First to
first will use its best efforts to assist Secured Lending in achieving
Lending revenue goals of 80 loans a month as outlined, in the
proforma (addendum A)
Lending understands and agrees that Dakota First will be pursuing
business ventures in. the mortgage industry and will exercise these
without interference from Secured