NON-COMPETE, NON-CIRCUMVENTION &
CONFIDENTIALITY AGREEMENT capital split dollar


This Non-Compete, Non-Circumvention and Confidentiality Agreement (“Agreement”),
dated as of _____, 2006, is entered into between BMI Consulting, LLC, a
California limited liability company and any of its affiliated entities (“BMI”), and
___________ (“Broker”).
WHEREAS, BMI directly or indirectly seeks to promote, market, provide, finance,
negotiate, represent and otherwise engage in financing of life insurance policy premiums
in accordance with its proprietary and specialized product and mechanisms for financing
such insurance policies; and,
WHEREAS, BMI, including any of its affiliated entities, has spent considerable time,
money and creative energy in developing, inventing and otherwise engaging in a
specialty Plan which utilizes a proprietary financing Plan for financing the payment of
premiums on life insurance policies as a benefit to corporate employees; methods and
processes used in proving and ensuring the successful completion of the above (“Plan”);
and
WHEREAS, The Broker wishes to obtain information and participate in promotion of
the Plan regarding the financing of life insurance policy premiums by using the Plan
methods, its documents, concepts and finances; and,
WHEREAS, The Broker wishes to obtain information from BMI with respect to the Plan
for the purposes of evaluating and entering into a mutually beneficial business
relationship regarding the implementation of the Plan. Broker recognizes the value and
proprietary nature of the Confidential Information (defined in Section 1.1 below) and is
willing to receive and make use of such information while keeping the strictest of
confidentiality regarding such information; and,
WHEREAS, The Plan and all related documents and concepts are confidential,
proprietary and otherwise not generally available to the public and BMI desires to
maintain the confidential, proprietary and intellectual property rights in the Plan; and,
WHEREAS, Specific information disclosed to the Broker hereunder shall not be
considered to be in the public domain or in the possession of the Broker because it is
embraced by more general information in the public domain or in the possession of the
Broker.
THEREFORE, Broker on behalf of itself, its affiliated companies and employees, agree
as follows:
NON-COMPETE, NON-CIRCUMVENTION & CONFIDENTIALITY AGREEMENT Page 2 of 5
Form NDA-0609

  1. Confidential Information. Confidential information which shall include, but is
    not limited to, all opinion letters, Plan documents, files, records, photographs,
    drawings, samples financial and business documents, specifications,
    equipment, spreadsheets, promotional materials, applications, and any other
    tangible or intangible information regularly used by BMI with its promotion,
    and implementation of the Plan, which constitutes proprietary and confidential
    information that is the property of BMI and Broker is required to protect
    (hereinafter referred to as “Confidential Information”). Such information shall
    be treated as Confidential Information regardless of whether it came into
    Broker’s possession by verbal or written means and whether in machine
    readable or human readable form.
  2. Confidentiality and Non-Use Obligations. Broker will protect and hold in
    confidence all Confidential Information in its possession. Broker will use such
    Confidential Information solely for the purpose of evaluating and engaging its
    clients to participate in the financing of life policies using the BMI proprietary
    financing Plan. Such information may not be used in any manner by Broker
    for the underwriting or purchase of life insurance through entities or
    individuals other than BMI without BMI’s prior written consent. Broker may
    not disclose such Confidential Information to any individual, firm,
    corporation including any tax broker, attorney, broker, representative,
    accountant or any other type of consultant, without first obtaining the approval
    of BMI.
    The Broker shall not disclose, divulge, reveal or use any of such
    Confidential Information for its own benefit or any of its affiliates, Brokers,
    representatives or parties bound by this agreement herein except as prescribed
    and instructed by BMI. Broker shall not copy, duplicate, reproduce any
    information in whole or in part except as necessary to perform services under
    the guidelines of the Plan.
    The Broker will not make, use, or sell a product or service utilizing
    the Plan embodied by this Confidential Information except to the extent as
    authorized and specified by BMI. The Broker will treat as confidential, and
    will not disclose the results of any evaluation or implementation of the
    information. These obligations of confidentiality and non-use also apply to
    any employee of the Broker, whether or not the employee remains with the
    Broker. It is binding on all parties as enumerated in Section 17 and otherwise
    throughout this Agreement.
  3. Non-Disclosure. Broker promises and agrees that it will not misuse,
    misappropriate, or disclose any of the Confidential Information described
    herein, directly or indirectly, or use it in any way, either during the term of
    this Agreement or at any time thereafter, except as may be permitted or
    required by law. Broker recognizes that, with respect to the Confidential
    Information, confidentiality is so important that if this Agreement is breached
    or if Broker uses the Confidential Information or any part thereof, for
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    Form NDA-0609
    purposes inconsistent with this Agreement, or if Broker discloses such
    Confidential Information to any person without the prior written consent of
    BMI, the Broker will be liable to BMI for all damages caused by such
    disclosure. Such damages may include, but are not limited to, all proceeds
    and/or profits paid to any entity as a result of such breach, and payment of all
    attorneys’ fees incurred by BMI in asserting its rights hereunder. Broker
    further acknowledges that should it violate any of the provisions of this
    Agreement, the amount of damages resulting to BMI may be difficult to
    calculate. Therefore as an additional remedy, BMI shall also be entitled to
    temporary and permanent injunctive relief without the necessity of proving
    damages.
  4. Legal Disclosure. If any part of the Confidential Information is disclosed
    under a legal requirement or demand, then Broker will promptly notify BMI
    so that a protective order or other appropriate remedy may be sought. Broker
    will not oppose the pursuit or entry of any such order or remedy.
  5. Mutual Acknowledgement. Broker acknowledges and agrees that the
    restrictions herein are reasonable and were negotiated in good faith and that
    BMI would not disseminate the Confidential Information referenced herein,
    nor make the Plan available to Broker, but for the covenants contained in this
    Agreement.
  6. Entire Agreement. This Agreement contains the entire understanding between
    the parties and supersedes any prior understanding and Agreements between
    them concerning its subject. There are no other verbal or written
    representations, Agreements, or understandings between them relating to its
    subject. No amendment, modification, or waiver of the Agreement shall be
    binding unless executed in writing by a BMI representative with express
    authority to do so.
  7. Applicable Law and Severability. This Agreement shall be construed as if
    each party drafted it and will be construed under the law of the State of
    California. If any provisions of this Agreement are determined by any court to
    be illegal or invalid, the validity of the remaining parts, terms or provisions
    shall not be affected, and the illegal or invalid part, term, or provision shall
    not be deemed to be part of this Agreement.
  8. Indemnification. Broker shall indemnify, defend and otherwise hold BMI
    harmless of, from and against any and all loss, damage, claim, demand,
    liability, cost, and expense, including reasonable attorney’s fees, at trial or
    appeal, incurred as a result of or from: any breach by Broker of any
    obligations arising under this Agreement; violation by Broker of any
    applicable Federal , State or local laws; any negligent, fraudulent, illegal or
    criminal act or omission by Broker or any of its officers, employees, Brokers,
    representatives or other related or affiliated parties; any claim or dispute
    arising in connection with the performance of any obligations herein under
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    Form NDA-0609
    this Agreement or transaction or matter contemplated herein if and to the
    extent that such claims or disputes arise out of, or are based upon, the acts and
    omissions of the Broker or any of its officers, employees, Brokers,
    representatives or other related or affiliated parties; Broker shall pay such
    claim within thirty (30) days of written notice thereof.
  9. Relationship of the Parties. Broker acknowledges that it is an independent
    contractor and have no affiliated relationship with BMI. Broker performs its
    duties, selects the means, methods and sequence of the performance at
    Broker’s own discretion, free from BMI’s control except to the extent as
    prescribed or limited by operation of the Plan and this Agreement.
  10. Representation and Warranties. Broker hereby makes the following
    representations and warranties to BMI, each of which is true and correct as of
    the date of this Agreement and shall remain true and correct during the term
    hereof: that Broker has all the applicable licenses and permits required by law
    and regulation in order to engage and implement the Plan; Broker has the
    authority and power to conduct business in such location as is now being or
    contemplated to be conducted; Broker has the authority and legal right to enter
    into, execute and deliver this Agreement and other documents and agreements
    as contemplated herein; consummation of this Agreement and any other
    contemplated transaction shall not violate any law, decree, proceeding or any
    other restriction by operation of law or by any other contractual obligation.
  11. Termination. Upon the termination of this Agreement, or at any time upon
    BMI’s request, Broker will immediately return all Confidential Information
    including any copies or reproductions (in electronic or any other formats) in
    its possession to BMI’s authorized representative.
  12. Violations. The violation of any of the above referenced provisions of this
    Agreement shall be considered a breach of this Agreement.
  13. Term. This Agreement commences on the effective date as executed
    hereunder and applies to all Confidential Information provided on such date
    and thereafter, until the Agreement is terminated in writing by BMI. However,
    even after termination of the Agreement, the Broker and all of the bound
    parties herein have a duty to uphold the confidentiality and non-disclosure
    regarding the Confidential Information provided prior to termination. Broker
    must also comply with any request per this agreement by BMI for the return
    of all Confidential Information and related documents.
  14. No Transfer of Right. Nothing in this Agreement shall be deemed by
    implication or otherwise to convey to the Broker any right, title, interest, or
    license in or to the Confidential Information disclosed, or in or to any patent,
    trademark, service mark, trade name, copyright, or trade secret relating to the
    Confidential Information; nor shall this Agreement be deemed to provide a
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    Form NDA-0609
    commitment of any kind by either party to enter into any further Agreement
    with the other party.
  15. Riders, Amendments and Schedules. All exhibits, attachments, riders,
    amendments and schedules are deemed to be incorporated herein and made a
    part of this Agreement. To the extent any changes or modifications are made
    and supercede they shall be made a part and attached to this Agreement and
    shall be executed and acknowledged by both parties.
  16. Legal and other Costs. BMI shall have the right to recover any costs including
    but not limited to, reasonable attorneys fees and administrative costs, for any
    action brought by either party in any legal proceeding.
  17. Binding Upon all Parties. This agreement is binding upon the parties, their
    employees or former employees, Brokers, representatives and persons
    associated with them, their successors, administrators, executors, heirs and
    assigns, affiliated entities, and any outside party, revealed or unrevealed, who
    shall hold any right, title, or interest in the parties.
  18. Notices. All notices shall be sent and made registered or certified mail to the
    addresses listed herein, unless notice is given as to any new address, to the
    other party.
    Broker: BMI:
    BMI Consulting, LLC
    Address: 15520 Rockfield Blvd., Ste G
    Irvine, CA 91618
    City, ST Zip

Business Phone:

Email Address: ___ FAX: 949 900-0096
Email: CSD@bmiconsulting.com
Cell Phone:
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of _, 2006.
BMI: BROKER