1. Purpose

The parties may engage in discussions regarding present or future business relationships involving business financing opportunities. Genius Funding Solutions operates as a brokerage service that connects businesses with third-party lenders, financial institutions, and funding providers. In connection with evaluating potential financing opportunities, Genius Funding Solutions may provide or grant access to proprietary information, lender relationships, business strategies, and other confidential information. Such information shall be considered Confidential Information and shall be protected accordingly.

2. Confidential Information

Confidential Information includes any information disclosed by Genius Funding Solutions in oral, written, electronic, or other form including but not limited to:

• lender contacts
• funding structures
• financial strategies
• proprietary processes
• internal procedures
• transaction documentation
• program information

Confidential Information does not include information that:

a. is publicly available through no fault of the Applicant

b. is received lawfully from a third party without confidentiality obligations

c. is independently developed without using Confidential Information.

3. Obligation of Confidentiality

The Applicant agrees that:

a. Confidential information shall not be disclosed to any third party without written consent from Genius Funding Solutions.

b. The Applicant shall protect confidential information using reasonable safeguards.

c. Confidential information may only be shared with advisors or representatives if necessary for evaluating financing opportunities and only if those parties respect the confidentiality obligations contained in this agreement.

4. Non-Circumvention

The Applicant agrees that they will not directly or indirectly contact, transact with, or obtain financing from any lender, funding source, or financial institution introduced by Genius Funding Solutions for the purpose of avoiding brokerage compensation owed to the Company. Any attempt to circumvent Genius Funding Solutions to avoid payment of fees shall constitute a breach of this agreement.

5. Exclusivity

The Applicant grants Genius Funding Solutions exclusive rights for a period of thirty (30) days from submission of the application to arrange and secure financing on the Applicant’s behalf.

6. No Representations

The Applicant understands that Genius Funding Solutions does not guarantee funding approval and makes no representation or warranty regarding the accuracy or completeness of information provided by lenders or third parties. Genius Funding Solutions shall not be held liable for decisions made by lenders or financial institutions.

7. Term and Introduction Protection

This agreement applies to financing opportunities introduced to the Applicant by Genius Funding Solutions.

If the Applicant obtains financing from a lender or funding source introduced by Genius Funding Solutions, the brokerage commission described in this agreement shall apply.

For clarity, if the Applicant receives financing from a lender or funding source introduced by Genius Funding Solutions within twenty-four (24) months of the introduction, the brokerage commission described in this agreement shall remain payable to Genius Funding Solutions.

Nothing in this agreement prevents the Applicant from independently seeking financing from lenders or funding sources that were not introduced by Genius Funding Solutions.

8. Brokerage Commission

If financing is successfully obtained through a lender or funding source introduced by Genius Funding Solutions, the Applicant agrees that brokerage compensation shall apply as follows:

• 6% of total funds raised for unsecured financing
• 3% of total funds raised for secured financing

Upon receipt of funding, Genius Funding Solutions will issue an invoice for the commission amount and the Applicant agrees to make payment upon receipt.

I acknowledge and agree to the brokerage commission terms described above.