JZ Knight (COP) (NDA) "Confidentiality and Nondisclosure Agreement" and the required "Accredited Investor Statement"
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
WHEREAS, JZK, Inc., RSE International, Inc. and JZ Knight have disclosed or may disclose to you business information, technical information, concepts and/or product ideas (“Proprietary
Information”) in connection with a potential business relationship.
BE IT KNOWN, that in consideration of any disclosure and any negotiations concerning the potential business relationship, you agree as follows:
1. You will hold in confidence and not possess or use (except to evaluate within the potential business relationship with JZK, Inc., RSE International, Inc. or JZ Knight) or disclose any Proprietary Information except information you can document (a) is in the public domain through no fault of yours, (b) was properly known to you, without restriction, prior to disclosure by JZK,Inc., RSE International, Inc. or JZ Knight, or (c) was properly disclosed to you by another person without restriction, and you will not attempt to derive the composition or underlying information, structure or ideas of any Proprietary Information.
2. It is understood that you may disclose information, as necessary, to your professionaladvisors, those that have a need to know in order to provide counsel to you regarding the subject matter of this Agreement, with the understanding that they will not disclose the confidential information obtained from you unless required to do so by law. You will promptly notify JZK, Inc., RSE International, Inc. and JZ Knight of any unauthorized release of Proprietary Information.
3. If you decide not to proceed with the potential business relationship or if asked by JZK, Inc., RSE International, Inc. or JZ Knight, you will promptly return all Proprietary Information and all copies, extracts and other objects or items in which it may be contained or embodied.
4. You understand that this statement does not obligate JZK, Inc., RSE International, Inc. or JZ Knight to disclose any information or negotiate or enter into any agreement or relationship.
5. You acknowledge and agree that due to the unique nature of the Proprietary Information, any breach of this agreement would cause irreparable harm to JZK, Inc., RSE International, Inc. and JZ Knight for which damages are not an adequate remedy and that JZK, Inc., RSE International, Inc. and JZ Knight shall therefore be entitled to equitable relief in addition to all other remedies available at law.
6. The terms of this Agreement will remain in effect with respect to any particular Proprietary Information until you can document that it falls into one of the exceptions stated in Paragraph 1 above.
7. Nothing contained in this Agreement shall be construed as granting to or conferring,expressly or impliedly, any rights, by license or otherwise, to the Proprietary Information of JZK, Inc., RSE International, Inc. or JZ Knight or any other material, information or data, or any products conceived, made or acquired prior to, on or after the date of this Agreement.
8. This Agreement contains the complete agreement and understanding of the parties hereto and supersedes all prior oral and written proposals, agreements and communications with respect to the subject matter hereof. This Agreement may not be modified or amended in any manner except in a writing signed by all parties hereto.
9. This Agreement shall be deemed executed within, and the validity, interpretation and enforceability of this Agreement shall be governed by, the laws of the State of Washington, USA. Should any provision of the Agreement be found, by a court of competent jurisdiction, to be void or unenforceable for any reason, such provision is to be severed, and the remaining provisions to be given full force and effect.
Acknowledged and agreed on this ___________ day of ______________________, _______:
Name: ___________________________ (Print) Name: ___________________________ (Print)
By: ________________________________ By: ________________________________
ACCREDITED INVESTOR STATEMENT
NOTE: Rule 506 of Regulation D and Rule 506 promulgated by the Securities and Exchange Commission under the Securities Act of 1933 (the “Act”) exempts from registration requirements of the Act certain private placements. Regulation D requires the issuer of the security to make a subjective determination that each Purchaser meets certain suitability standards. However, certain
Purchasers meeting the qualifications set forth herein, defined as “Accredited Investors” are presumed to meet the suitability qualifications regarding their ability to evaluate the merits and risks of the proposed investment, thereby eliminating the need for the Issuer to make a subjective determination about this suitability of such Purchaser. This questionnaire is intended to provide the Issuer with information to satisfy the Issuer that the party signing this questionnaire is in fact an Accredited Investor, thereby eliminating the need for the Issuer to make a subjective determination regarding the suitability of such Purchaser.
The undersigned hereby represents to the Issuer that he, she, or it qualifies under one of the following categories, which category is designated by placing a check on the line in front of the appropriate category;
1. ________ That I qualify as a bank as defined in Section 3(a)(2) of the Securities Act of
1933, whether acting in its individual of fiduciary capacity.
2. ________ That I qualify as an insurance company as defined in Section 2(13) of the
Securities Act of 1933.
3. ________ That I qualify as an investment company registered under the Investment
Company Act of 1940 or a business development company as defined in Section
2(a)(48) of that Act.
4. ________ That I qualify as a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(d) of the Small Business
Investment Act of 1958.
5. ________ That I qualify as an employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, and that the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of such Act,
which is either a bank, insurance company, or registered investment adviser, or
the employee benefit plan has total assets in excess of $5,000,000.00.
6. ________ That I qualify as a private business development company as defined in Section 202 (a) (22) of the Investment Advisers Act of 1940.
7. ________ That I qualify as an organization described in Section 501(c)(3) of the Internal Revenue Code with total assets in excess of $5,000,000.00.
8. ________ That I am a trust, with total assets in excess of $5,000,000.00 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed
by a sophisticated person as described in Rule 506(b)(2)(ii).
9. ________ That I am a director, executive officer, or general partner of the Issuer.
10. ________ That at the time of the purchase of the security, the aggregate net worth
(including in the computation thereof my home, home furnishings and
automobiles) of myself and my spouse, if any, exceeds $1,000,000.00.
11. ________ That my spouse, if any, and I have had a combined income in excess of Three Hundred Thousand Dollars ($300,000.00) in each of the previous two years and
that my spouse, if any, and I reasonably expect to have a combined income in
excess of Three Hundred Thousand ($300,000.00) in the year of investment.
12. ________ That my income (excluding the income of my spouse, if any) for each of the last two years prior to the purchase of securities was in excess of $200,000.00 and
that I reasonably expect an income in the year of the purchase of the securities in
excess of $200,000.00 (excluding the income of my spouse, if any).
13. ________ That I qualify as an entity in which all of the equity owners fall within one of the categories set forth above in 1 through 11 above.
I certify that I am an “Accredited Investor” under one or more of the categories described above and that the foregoing statements are true and accurate to the best of my information and belief and that I will promptly notify RSE International, Inc. if any of the responses to the foregoing questions should be changed.
Signature: ___________________________________________ Date:___________________
Printed name: ________________________________________
Mailing Address: _______________________________________________________________
E-Mail Address: ________________________________________________________________
Daytime Phone Number: _________________________________________________________
Private FAX Number: ___________________________________________________________
We sincerely appreciate your interest in RSE International, Inc. and we will promptly acknowledge your Submission via Email.
Please FAX the completed Statement to the Attention of
Robert Hoffman, RSE International, Inc. at:
(360) 458-1071 (360) 458-1071
- David McCarthy
- Site Admin
- Posts: 2829
- Joined: Sun Jan 06, 2008 1:09 am
- Location: New Zealand
I think it is funny that RSEI pretended to be inviting institutional investors which would be voting share holders - just the sort of grey men that ramstrers fear would be stake holders of RSEI. Cognitive dissonance anybody?
I like the little psychological twist at the end of the letter where Judy pretends not to want to strart a retirement rumor, which is, of course, intended to start a rumor.
Threre is also fabulously bad timing of the RSEI offering, which corresponded to the exact time the US and world economies were tanking. One would think Ramtha would have been around to give some beter advise about picking a better toime to get a an International school with, "Ramtha," in the name off to a good start.