Page 1 of 9
Paper Assets Capital, LLC
30 Knightsbridge Road
Suite 525
Piscataway, NJ 08854
Tel: 888.507.7220
Fax: 888.501.7220
Tel: 888.507.7220
Fax: 888.501.7220
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT ("Agreement") is entered into between Paper Assets Capital, LLC, a
New Jersey limited liability company and/or its affiliates (the "Disclosing Party") and
__________________________ ("Receiving Party"). This Agreement becomes effective upon execution.
WHEREAS, the Disclosing Party desires to disclose to the Receiving Party certain confidential and
proprietary information necessary for the Receiving Party to complete due diligence to determine the
feasibility of buying a note pool or note from the Disclosing Party ("Proposed Transaction").
NOW, THEREFORE, the parties agree as follows:
1. All information disclosed by the Disclosing Party hereunder that (i) is in writing and marked
"confidential", (ii) is disclosed orally and reduced to a writing marked "confidential" promptly
after the oral disclosure, or (iii) by its nature or under the circumstances of its disclosure should
reasonably be understood to be confidential, whether furnished before or after the date hereof,
is referred to herein as "Confidential Information”. Confidential Information shall be deemed to
include (i) all written or tangible information, (ii) all information orally or visually disclosed which
is identified as confidential or proprietary at the time of disclosure, (iii) all information relating
to technology and infrastructure, and (iv) all customer information. Confidential information
shall include, without limitation, the following: information relating to either party's current,
future, or proposed business services or products, technical data or know-how, including any
research, products, services, developments, inventions, processes, techniques, designs, systems
architecture, distribution, engineering, marketing strategies, business plans financial,
merchandising and/or sales information, which is disclosed by either party, or on such party's
behalf to the other party or its employees or agents.
2. No Contact with Consumers. Investor agrees that no contact will be made with the consumers of
the assets being reviewed, nor will Investor contact any third parties regarding the Assets in
question or the consumers thereof, other than those third parties upon whom the Investor
reasonably relies to conduct its Due Diligence. Investor will indemnify and hold Paper Assets
Capital, LLC harmless from all loss, claims, demands and suits of any nature, actual or
threatened, arising out of any contact by the Investor with mortgagors or any third parties that
is not necessary to the Due Diligence process.
3. The Receiving Party (a) shall hold all information in confidence; (b) shall use the information only
for the purpose of evaluating and consummating the Proposed Transaction between the parties;
(c) shall reproduce the information only to the extent necessary for such purpose; and (d) shall
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Paper Assets Capital, LLC
30 Knightsbridge Road
Suite 525
Piscataway, NJ 08854
Tel: 888.507.7220
Fax: 888.501.7220
Tel: 888.507.7220
Fax: 888.501.7220
not disclose or cause to be disclosed the information to any third party without prior written
approval of the Disclosing Party.
The above restrictions shall not apply to any Information:
a. that is documented by the Receiving Party as having been independently developed by
it without reference to or reliance on the Information; or
b. that the Receiving Party lawfully receives free of restriction from a source other than the
Disclosing Party, who is not bound by a confidentiality agreement with the Disclosing
Party or otherwise prohibited from transmitting the information to the Receiving Party;
or
c. after it has become generally available to the public through no wrongful act on the part
of the Receiving Party; or
d. that at the time of disclosure to the Receiving Party was known to the Receiving Party
free of restriction as evidenced by documentation in the Receiving Party's possession as
of the date of this Agreement; or
e. that the Disclosing Party agrees in writing is free of such restrictions.
If the Receiving Party is requested pursuant to, or required by, applicable law or regulation or by legal
process to disclose any Information, the Receiving Party shall provide the Disclosing Party with prompt
notice of such request(s) to enable the Disclosing Party to seek an appropriate protective order. If no
such order is obtained within a reasonably prompt time, the Receiving Party may, without liability
hereunder, disclose that portion of the information that the Receiving Party's legal counsel advises in
writing is legally required to be disclosed.
4. Use and Non-Disclosure of Confidential Information.
a. The Receiving Party agrees not to use any of the Confidential information for any
purpose other than the exclusive purpose of evaluating the Transaction. The Receiving
Party agrees that the Confidential information will be kept confidential by the Receiving
Party and its Representatives; provided, however, that any such information may be
disclosed by the Receiving Party to its Representatives who need to know such
information for the sole purpose of evaluating the Transaction and who are informed of
the confidential nature of the Confidential information and agree to be bound by the
terms of this Agreement.
b. The Receiving Party agrees that it will not, and will direct its Representatives not to,
disclose to any person any Confidential Information.
c. Without the prior written consent of the Paper Assets Capital, LLC, neither the Receiving
Party nor its Representatives shall disclose to any person the fact that the Receiving
Party has received any of the Confidential information or that the Receiving Party is
evaluating the Transaction.
d. The Receiving Party will be responsible for any breach of this Agreement by its
Representatives. The Receiving Party agrees, at its own expense, to take all reasonable
measures, including but not limited to court proceedings, to restrain the Receiving
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Paper Assets Capital, LLC
30 Knightsbridge Road
Suite 525
Piscataway, NJ 08854
Tel: 888.507.7220
Fax: 888.501.7220
Tel: 888.507.7220
Fax: 888.501.7220
Party's Representatives from unauthorized disclosure or use of the Confidential
information.
5. Indemnification. The Receiving Party agrees to indemnify and hold harmless Paper Assets
Capital, LLC and its employees, officers and directors (collectively, the "Indemnified Parties")
from and against any and all costs and expenses (including reasonable attorney's fees) incurred
by or on behalf of any indemnified Party arising out of any breach by the Receiving Party, or any
of its Representatives, of any provision of this Agreement. In case any proceeding shall be
instituted involving any indemnified Party in respect of which indemnity may be sought
pursuant to this Section 3, such indemnified Party shall promptly notify the Receiving Party in
writing and the Receiving Party, upon request of the indemnified Party, shall retain legal counsel
reasonably satisfactory to the indemnified Party to represent the indemnified Party and any
others the Receiving Party may designate in such proceeding and shall pay the reasonable fees
and disbursements of such counsel related to such proceeding. In any such proceeding, the
indemnified Parties shall have the right to retain their own counsel, but the reasonable fees and
expenses of such counsel shall be at the expense of the indemnified Parties unless (i) the
Receiving Party and the Indemnified Parties shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any impleaded parties)
include both the Receiving Party and the Indemnified Parties and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing interests
between them.
6. All information and all patents, copyrights, trade secrets and other rights therein, together with
all copies, extracts or other reproductions in whole or in part thereof, shall remain the property
of the Disclosing Party and, upon written request by the Disclosing Party, shall be returned to
the Disclosing Party or destroyed by the Receiving Party, at the Disclosing Party’s option.
Further, all documents, memoranda, notes and other writings whatsoever based on the
information requested to be returned or destroyed shall be destroyed by the party in possession
thereof, and such destruction shall be certified to in writing to the requesting party. The return
and destruction of such materials shall not relieve the parties hereto of their respective
obligations hereunder.
7. Neither this Agreement nor the disclosure or receipt of information shall constitute or imply any
promise or commitment by either party to negotiate with the other party or to consummate the
Proposed Transaction. The Receiving Party understands that PAC has endeavored, and will
continue to endeavor, to include in the Confidential information those materials that it believes
to be reliable for the purpose of evaluating the Transaction, but the Receiving Party
acknowledges that PAC makes no express or implied representation or warranty as to the
accuracy or completeness of the Confidential information (except as may otherwise be provided
in accordance with the terms of any definitive agreement between the parties relating to the
Transaction). The parties agree that, unless and until a definitive agreement between the
Receiving Party and PAC with respect to the Transaction has been executed and delivered,
neither the Receiving Party nor PAC will be under any legal obligation of any kind whatsoever
with respect to the Transaction by virtue of this or any other written or oral expression by it or
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Paper Assets Capital, LLC
30 Knightsbridge Road
Suite 525
Piscataway, NJ 08854
Tel: 888.507.7220
Fax: 888.501.7220
Tel: 888.507.7220
Fax: 888.501.7220
by any of their respective representatives except, in the case of this Agreement, for the matters
herein after.
8. Each party agrees that all of its obligations undertaken herein shall survive any termination of
this Agreement.
9. This Agreement constitutes the entire understanding between the parties hereto with respect
to the subject matter hereof and merges all prior discussions between them relating thereto.
10. No amendment or modification of this Agreement shall be valid or binding unless made in
writing and signed on behalf of each of the parties by their respective duly authorized officers or
representatives.
11. This Agreement:
a. may not be assigned by Paper Assets Capital, LLC or the Receiving Party without the
prior written consent of the other party;
b. cannot be amended, nor can any of its provisions be waived, except by a writing signed
by Paper Assets Capital, LLC and the Receiving Party; and
c. will be binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors, and assigns.
12. This Agreement will be governed by and construed in accordance with the internal laws of the
State of New Jersey.
13. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
14. If any provision of this Agreement is found by a proper authority to be unenforceable, that
provision shall be severed, and the remainder of this Agreement will continue in full force and
effect.
15. This Agreement may be executed in two or more counterparts, each of which shall be deemed
to be an original and all of which together shall constitute one and the same instrument.
16. The provisions of this Agreement are necessary for the protection of the business and goodwill
of the Disclosing Party and are considered by the Receiving Party to be reasonable for such
purpose. The Receiving Party agrees that any breach of this Agreement will cause the Disclosing
Party substantial and irreparable damage and, therefore, in the event of such breach, the
disclosing party will be entitled to seek specific performance and injunctive or other relief as a
remedy. Such remedy shall not be deemed the exclusive form of remedy for breach of this
agreement but shall be in addition to all other remedies available at law or equity.
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Paper Assets Capital, LLC
30 Knightsbridge Road
Suite 525
Piscataway, NJ 08854
Tel: 888.507.7220
Fax: 888.501.7220
Tel: 888.507.7220
Fax: 888.501.7220
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
Receiving Party
Company Name: __________________________________________Signature: ___________________
Printed Name: ____________________________________Title:_________________________________
Dated: ______________________________________________________________________________
Disclosing Party
Company Name: Paper Assets Capital, LLC ________Signature: ________________________________
Printed Name: ___________________________________Title:_______ _______________________
Dated: ______________________________________________________________________________
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Paper Assets Capital, LLC
30 Knightsbridge Road
Suite 525
Piscataway, NJ 08854
Tel: 888.507.7220
Fax: 888.501.7220
Tel: 888.507.7220
Fax: 888.501.7220
PROSPECTIVE INVESTOR APPLICATION
COMPANY INFORMATION
Owner(s) Name and Title: ______________________________________________________________
Company Name: ______________________________________________________________________
DBA(s): _____________________________________________________________________________
Employer Identification Number/Social Security Number: _____________________________________
Physical Address (Do Not Use a PO Box): City: ______________________________________________
State incorporated: ___________________________________________________________________
Year incorporated: ____________________________________________________________________
Zip Code: ___________________________________________________________________________
Office Phone: _____________________________ Mobile Phone: ______________________________
Fax Number: ______________________________ Email Address: ______________________________
Website: ____________________________________________________________________________
CORPORATE STRUCTURE
(please check one)
Corporation Limited Liability Partnership Sole Proprietor
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Paper Assets Capital, LLC
30 Knightsbridge Road
Suite 525
Piscataway, NJ 08854
Tel: 888.507.7220
Fax: 888.501.7220
Tel: 888.507.7220
Fax: 888.501.7220
SERVICER INFORMATION
(If Applicable)
Name: ______________________________________________________________________________
Address: ____________________________________________________________________________
Toll Free Number: _________________________ Email: ____________________________________
State: ____________ Zip Code: __________________________________________________________
Days of Operation: ____________________________________________________________________
Hours of Operation: ________________________ Time Zone: ________________________________
Website: ____________________________________________________________________________
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Paper Assets Capital, LLC
30 Knightsbridge Road
Suite 525
Piscataway, NJ 08854
Tel: 888.507.7220
Fax: 888.501.7220
Tel: 888.507.7220
Fax: 888.501.7220
INVESTMENT INFORMATION
Have you previously purchased mortgage loans (yes) (no)
If yes, how long have you been buying: _________________
What type of loans are you interested in: (Non-Performing (NPN)) (Re-Performing (RPMN))
How many loans have you previously purchased: (0-10) (10-100) (100+)
Current Capital Available to deploy: (under $50k) ($50-$150k)
($150-$350k) ($350-$500k) ($500k+)
When was your last loan purchase: ____________________________________
How often are you looking to purchase: (weekly) (monthly) (quarterly) (other)
Average BPO value of loans you acquire:
(under $100k) ($100k-$350k) (S350k-$750k) ($750k+)
States you are interested in: ALL STATES
AK AL AR AZ CA CO CT DC DE FL GA HI IA
ID IL IN KS KY LA MT MA MD ME MI MN MO
MS NC ND NE NH NJ NM NV NY OH OK OR PA
RI SC SD TN TX UT VA VT WA WI WV WY
Three Business References (Please include Name, Affiliation, and Phone Number)
1. __________________________________________________________________________________
2. __________________________________________________________________________________
3. __________________________________________________________________________________
How did you hear about Paper Assets Capital, LLC?
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Paper Assets Capital, LLC
30 Knightsbridge Road
Suite 525
Piscataway, NJ 08854
Tel: 888.507.7220
Fax: 888.501.7220
Tel: 888.507.7220
Fax: 888.501.7220
COMPANY INFORMATION
Has any domestic or foreign court ever found you or the company in violation of any financial service
related statute(s) or regulation(s)? (yes) (no)
Has any US State or Federal regulatory agency or foreign financial regulatory authority suspended,
revoked, denied, restricted or disciplined you or the Legal Owners licenses ability to engage in any
aspect of the financial industry? (yes) (no)
Are you or anyone employed now the subject of any regulatory proceeding described above to the best
of your knowledge? (yes) (no) Any Legal Owners? (yes) (no)
Have you ever been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign,
or military court to committing or conspiring to commit a misdemeanor involving: (i) financial services or
a financial services-related business, (ii) fraud, (iii) false statements or omissions, (iv) theft or wrongful
taking of property, (v) bribery, (vi) perjury, (vii) forgery, (viii) counterfeiting, or (ix) extortion? (x) Has the
company or any of the Legal Owner(s) or Officer(s) ever been convicted of or pled guilty or no contest to
a felony? (yes) (no)
Has the company or any of the Legal Owner(s) or Officer(s) ever been convicted of or pled guilty or no
contest to a misdemeanor involving fraud, deceit or misrepresentation? (yes) (no)
If you answered YES to any questions above, please explain:
l hereby declare under the penalty of perjury under the laws of the State of New Jersey that all the
information provided herein is true to best of my knowledge and l am authorized to sign on behalf of
the company I am representing as a duly appointed Officer or authorized representative.
I hereby authorize Paper Assets Capital, LLC to perform a thorough background check and license
verification through one or more outside services, as needed, to complete the Mortgage Loan Buying
Application. I understand this information will be kept in strict confidence, will only be made available to
personnel of Paper Assets Capital, LLC and its affiliates, and will not be sold or transferred to any other
parties.
Signature: ___________________________________________________________________________
Print Name: _________________________________________________________________________
Title: Date:
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