​Pursuant to redemptive protocols settled and exchanged via the iCovest Market silver exchange platform:

The iCovest Group (hereinafter, the “iCovest“); is an Unincorporated Association sovereignly domiciled and functioning with expressed declaration as Integrated Auxiliary of iCovest’s designated Ecclesiastical State lawfully operating in commerce by rule of necessity as Corporation Sole under Title 26 U.S. Code § 508(c)(1)(a), and qualified under FATCA Exemption Code Section 6(a).  The iCovest was formed under express declaration and endowed with the fiduciary responsibility of fidelity oversight and management of iCovest ICO Vesting Account(s) (hereinafter, “IVA(s)”),  herein pursuant to any engagement with iCovest in Organic Economic Community Development  (hereinafter, “iOECD“) programs functioning in accordance with qualified and approved, independently managed Cooperative Procurement Opportunity(-ies), (hereinafter the, “CPO(s)”) under private Relationship & Royalty Sharing Covenant (hereinafter the, “RRSC“) held in effect with

​YOU, (hereinafter the potential “iCovestor”; and/or the holder of Beneficial Interest Unit(s) (hereinafter, “BIU(s)”) identified by iCovest as “Procurement Participating Member“; and/or “PPM“); and the ​Ecclesiastical State created Integrated Auxiliary Trust aka the CPO operating by rule of necessity as Unincorporated Association for banking purposes, and the lawful activity of exchange and redemptive vesting of royalty disbursements remitted as Intentional Community Opportunity (-ies) (hereinafter, “ICO(s)” bearing the symbol ““).

​WHEREAS:

• The iCovest will make available to the iCovestor other certain non-public-information (“Confidential Information”) with regard to seeking CoVestment into Beneficial Interest Units (hereinafter, “BIU”) of a listed CPO.  Each party acknowledges that access to such Confidential Information is granted in confidence and is not available to third parties and must be kept confidential for regulatory, customer relations, competitive and other reasons.

• Each party agrees to treat the Confidential Information on a strictly confidential basis and on the terms and conditions set out in this Confidentiality Agreement (hereinafter the, “Agreement”).

• For the purposes of this Agreement the iCovest, the CPO and the iCovestor each are referred to as the “Provider” insofar as they provide Confidential Information under this Agreement and as the “Recipient” insofar as they receive Confidential Information under this Agreement

• For the purposes of this Agreement, the term “Confidential Information” means and includes all information, whether in documentary, database, oral, or any other form, which the Provider or any of its affiliates or representatives provides to the Recipient or to directors, officers, employees, or other representatives of the Recipient or (collectively referred to as “Representatives”) at any time, with respect to the Purpose as well as all memoranda, notes, summaries, analyses, computer records, and other materials prepared by the Recipient or any of its representatives which contain or reflect information comprising any part of the Confidential Information.  Nevertheless, the term “Confidential Information” shall not include (a) any information which is or becomes available to the general public by means other than a breach of the terms of this Agreement, (b) or information which the Recipient obtains on a non‑confidential basis from a person who it does not believe to be subject to any obligation of confidence to any person with respect to that information

• Each party undertakes that they shall make use of the Confidential Information solely for the stated Purpose and that neither will make any other use of the Confidential Information for its own benefit or that of any third party.

AGREED TERMS

 

1.  OBLIGATIONS OF CONFIDENTIALITY

• In consideration of the Provider providing Confidential Information to the Recipient, the Recipient agrees to use the Confidential Information solely for the purpose of evaluating the Purpose. Furthermore, the Recipient will hold all Confidential Information in confidence and will not disclose any Confidential Information except as provided in this Agreement.  In this regard, the Recipient shall not disclose any Confidential Information to any person except those of its Representatives who need to review the Confidential Information for the purpose of evaluating the Purpose.   No Confidential Information shall be reproduced in any form except to the extent necessary to evaluate the Purpose.

• At any time the Provider may require the Recipient to destroy or return the Confidential Information to the Provider. Promptly after receiving any such request, the Recipient shall destroy or return to the Provider all original Confidential Information which the Provider has provided to the Recipient and destroy or return to the Provider all other Confidential Information (including all copies of the Confidential Information), and upon the written request of the Provider, an authorized officer of the Recipient will certify in writing to the Recipient’s and its Representatives’ compliance with that request.  Nevertheless, the Recipient’s may retain one copy of the Confidential Information for audit, regulatory or archival purposes, subject to the terms of this Agreement.

• Each party shall as soon as reasonably practicable inform the other of any unauthorized disclosure, misappropriation or misuse by any person of any Confidential Information, upon having knowledge of the same.

• If any portion of the Confidentiality Information becomes subject to disclosure under judicial or regulatory process, the Recipient shall promptly inform the Provider of the circumstances in writing (unless prohibited by law from doing so) and shall provide all reasonable assistance as requested by the Provider with whatever steps the Provider may determine to take to obtain a protective order. The Provider shall reimburse the Recipient for any out of pocket expenses incurred reasonably at the Provider’s request in this regard.  After giving the Provider this notice and, to the extent possible, a reasonable opportunity to seek appropriate protective relief, the Recipient may disclose Confidential Information in response to the judicial or regulatory process to the extent that it is legally required to do so.

• The Recipient acknowledges and agrees that the non‑permitted disclosure or use of the Confidential Information may irreparably damage the Provider in such a way that the Provider could not be adequately compensated in damages in an action of law. The Recipient accordingly agrees that, in the event of any actual or impending breach of its obligations under this Agreement, the Provider shall be entitled to appropriate injunctive or other equitable relief.  This equitable relief shall be in addition to any other legal remedy to which the Provider may be entitled.

• If either party determines that it does not wish to pursue the Purpose, it will so notify the other party promptly. This Agreement does not create a joint venture or partnership between iCovest and the iCovestor , and neither iCovest nor the iCovestor is obligated to enter into any further contract or business relationship with the other.

• This Agreement does not confer any right, license, interest or title in, to or under the Confidential Information to the Recipient. No license is hereby granted to the Recipient, by estoppel or otherwise under Soli Deo Gloria, or any patent, trademark, copyright, trade secret or other proprietary rights of the Provider.  Title to the Confidential Information shall remain solely in the Provider.

• Each party’s responsibilities under this Agreement shall also apply to each of their respective Representatives. Each party agrees to take all necessary steps to bring the terms of this Agreement to the attention of its Representatives and obtain their agreement to those terms.  Each party acknowledges that they shall remain fully responsible for each of their respective Representatives’ compliance with its obligations under this Agreement.

• The obligations contained in this Agreement shall continue in full force and effect until such time as the Confidential Information becomes freely available in the public domain in circumstances not involving a breach of this Agreement.

2.  MISCELLANEOUS PROVISIONS

• This Agreement shall be binding on the successors of each party. No provision of this Agreement may be amended or waived except in a document executed by an authorized representative of both iCovest and the iCovestor .

• APPLICABLE LAW AND VENUE. This Agreement shall be construed and enforced under international law in the English language.  English language is pre-dominant in case of translations into multi-language(s).  Any controversy, claim, or dispute arising out of this agreement or the breach thereof and which cannot be settled between the parties themselves despite heavy efforts undertaken on both sides as can be considered as affordable, iCovest and the iCovestor consent to submit to settlement by arbitration in accordance with the I.C.C. (International Chamber of Commerce, Paris, France), Rules of Arbitration.

• The rights, powers and/or remedies of either party hereunder:

  • may be exercised as often as necessary;

  • are cumulative and not exclusive of its rights under general law or at equity; and

  • may only be waived in writing.

• Any provision of this Agreement which is held invalid, illegal or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in that jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

• Nothing in this Agreement shall require either party to provide the other with any documents, data, or other information.

• A person who is not a party to this Common Law Agreement has no right under the Contracts or under any similar legislation or local law in any other jurisdiction.

• This Confidentiality Agreement contains the entire agreement of the parties with respect to the subject matter herein and supersedes all previous agreements, undertakings, representations, warranties and communications between the parties, whether written or oral.

3.  PRIVATE EQUITY, REWARDS AND ROYALTY DISBURSEMENTS

• To qualify for RRSC Quarterly Honorable Rewards via ICO Royalty(-ies) and/or Money Back Reward(s), iCovestors are required to:

  • Have a registered iCovest ICO Vesting Account (hereinafter, “IVA“) with an iCovest registered Gideon Protocol Access (hereinafter, “G.P.A.“) that is registered with relationship level three or greater.

  • Be a registered and actively subscribed iCovest Market Participating Community Member (hereinafter, “PCM“) and/or
    Small Business Member (hereinafter, “SBM“) with a minimum of one (1) year vested membership (Monthly or Annual Subscription); or be a registered and actively subscribed iCovest Academy Student with a minimum of one (1) year vested membership (Monthly or Annual Subscription) and has minimally passed their “Freshman” year Certification Examination.

• BIUs are allocated pursuant to the value of CoVested participation as recorded on ledger (digitally and physically) for each PPM, and are assigned by the CPO’s Treasurer at the time of CoVestment.

• CPO ICO Assured Royalty disbursements are performed via assured qualified capital asset pools managed by the CPO’s Office of the Treasury Controller (assigned and appointed by the CPO’s Board of Directors) who oversees the fiduciary and fidelity stewardship of the CPO’s Private Equity domiciled in the CPO’s iCovest IVA.

  • The value of BIU ICO disbursement is determined by each CPO from the NET qualified deferred ​capital generation domiciled in the CPO’s IVA.  Disbursement schedules are solely determined by the CPO’s Office of Treasury Control.  (Generally every quarter after the third quarter from the effective date of launch.)

• CPO CoVestment Pools are privately listed via iCovest’s qualified online silver exchange platform(s) accordingly to each designated segregated asset pool.  All qualified and/or non-qualified capital proceeds generated on-premise are assigned by its Modül47 Mobile Force Recon Unit (hereinafter, “M47-MFRU“) or Special Purpose Vehicle (hereinafter, “SPV“) fiduciary managing oversight pursuant to each SPV’s General Management team, location, and venue.

  • CPO on-premise quarterly royalty disbursements shall be anticipated to begin in good faith after the 3rd Quarter of open business activity marking the Effective Date of launch.

    • CPO on-premise management teams shall submit quarterly records to the CPO Board of Directors pursuant to all cash flow activities for third-party audit and evaluation of quarterly royalty disbursement activities.

    • While there is a gestation period for crowd sourced iCovestor PPM capital participation required to launch each CPO in accordance with its schedule as specified within the body text of the CPO’s listing on the iCovest CPO Silver Exchange, iCovestors are not guaranteed an “Effective Date” for the CPO’s day of launch.

    • The Effective Date of launch for any CPO deployed pursuant to the terms of its iCovest CPO Silver Exchange listing begins on the day that the CPO Asset Pool SPV opens for business and begins its capital generation activities.  This Effective Date shall mark the beginning of the three (3) quarter ramping period to ensure the CPO’s viability, and sustainability of its capital generation activities before actuarial analysis and capital disbursement of PPM Quarterly Royalties are Rewarded.

  • CPO off-premise capital generation shall be strictly managed by the CPO’s Office of the Treasury Controller for quarterly Royalty Reward disbursements.

4.  INDEMNIFICATION CLAUSE

iCovestor and/or PPM shall indemnify and hold the iCovest, its Regents, officers, agents, authorized representatives and associates harmless from any liability or loss resulting from judgments or claims against them arising out of the activities to be carried out pursuant to the obligations of the corresponding CPO’s private RRSC, including but not limited to the BIU use by PPM pursuant to the anticipated results of the CPO Silver Exchange listed program; provided, however, that the following is excluded from iCovestor and/or PPM obligation to indemnify and hold harmless:

• the negligent failure of Institution to substantially comply with any applicable international private treaty law requirements, or to adhere to the terms of the protocols herein; or

• the negligence or willful malfeasance by a Regent, Strategic Philanthropist, officer, agent, or Ambassador  of the iCovest which may then find remedy pursuant to the rules of the designated lawful venue and jurisdiction of the iCovestor’s and/or PPM’s CPO private RRSC.

By ascribing to affect any digital exchange via this website (www.iCovest.org); and/or iCovest Market (www.iCovestmarket.org) silver exchange platform; and/or (www.iCovest.Academy), the iCovestor irrevocably accepts in acquiescence these iCovest CPO Terms and Conditions along with all Strategic Philanthropic Strategic Policies & Agreements of iCovest, iCovest Market, and/or iCovest Academy, and the Agreement is deemed effective as dated on the day that the Terms and Conditions are accepted at the iCovestor ‘s point of exchange.