This Confidentiality and Participation Agreement (“Agreement”) is made and entered into as of the date of signing by and between: Fundación Manos Que Ayudan IFA, Inc. (“Foundation”), a nonprofit fundraising organization registered in the State of Florida, with its principal place of business in Kissimmee, FL, and _______________________ (“Contributor”). 1. Purpose The Foundation is raising contributions in a pooled escrow account as collateral for acquiring and reselling Non-Performing Loans (NPLs) from commercial banks. The Contributor understands and agrees that their contributed funds will not be expended but held in escrow for a minimum period of ninety (90) days and will be used solely for the stated purpose. 2. Confidentiality 2.1. Non-Disclosure Obligation All information, documents, and discussions related to this Agreement, including the handling and use of the escrowed funds, are considered confidential (“Confidential Information”). The Contributor agrees not to disclose, share, invite others, or use any Confidential Information for any purpose other than participating in the program as outlined in this Agreement. This is an invitation-only opportunity. 2.2. Exceptions The confidentiality obligation does not apply to information that: (a) Is publicly available through no breach of this Agreement, (b) Is required to be disclosed by law or regulatory authority, provided that the Contributor gives prior written notice to the Foundation, or (c) Is independently developed or obtained without reference to Confidential Information. 3. Contribution and Holding Period 3.1. Escrow and Retention The Contributor agrees that their funds will be held in escrow for at least ninety (90) days. The funds will be used as collateral for acquiring and reselling NPLs during this period. FUNDACION MANOS QUE AYUDAN AFE, INC. 3.2. Return of Funds and Profit Distribution (a) After ninety (90) days, the contributed funds will be returned to the Contributor within forty-eight (48) hours. (b) The Contributor will also receive a portion of the profits generated, if any, from the resale of the NPLs, as determined by the Foundation. (c) The remaining profits from the resale of the NPLs will be donated to the Foundation to further its nonprofit mission. 4. No Investment or Guarantee 4.1. The Contributor acknowledges that their contribution is not an investment but a temporary placement of funds for the above nonprofit purpose. 4.2. The Foundation makes no representations, warranties, or guarantees regarding the profitability or success of the NPL transactions. 5. No Ownership or Control The Contributor understands that they do not have any ownership interest, control, or management authority over the escrowed funds or the NPL transactions. 6. Indemnification The Contributor agrees to indemnify and hold the Foundation, its directors, officers, employees, and agents harmless from any claims, damages, or liabilities arising from their participation in this Agreement. 7. Governing Law and Dispute Resolution This Agreement shall be governed by and construed under the laws of the State of Florida. Any disputes arising from or relating to this Agreement shall be resolved through arbitration in Kissimmee, FL, and the decision of the arbitrator shall be final and binding. 8. Entire Agreement This Agreement constitutes the entire understanding between the parties and supersedes all prior written or oral agreements regarding its subject matter. 2 FUNDACION MANOS QUE AYUDAN AFE, INC. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date below. Fundación Manos Que Ayudan IFA, Inc. By: ___________________________ Authorized Representative Date: __________________________ ____________________ By: ___________________________ Contributor Signature Date: __________________________
