Correspondent Seller Eligibility & Documentation Requirements

SECTION 11. INDEPENDENT CONTRACTORS. This Agreement shall not be deemed
to constitute Buyer and Seller as partners or joint venturers, nor shall any party be deemed to
designate the other party as its agent, Buyer does not assume any liability or incur any
obligations of Seller by the execution of this Agreement. No part of the consideration to be paid
for any Loan shall be considered a fee paid for the goodwill of Seller.
SECTION 12. CONFIDENTIALITY AND NONDISCLOSURE. EXCEPT AS
OTHERWISE REQUIED BY LAW, SELLER, ITS EMPLOYEES AND AGENTS,
SHALLNOT DISCLOSE THE EXISTENCE OF THIS AGREEMENT OR THE FACT THAT
SELLER IS ABLE TO OFFER BUYER’S LOAN PRODUCTS AND PRICES AND SHALL
KEEP ALL COMMUNICATIONS BETWEEN SELLER AND BUYER CONFIDENTIAL
INCLUDING ALL “NONPUBLIC PERSONAL INFORMATION” (AS THAT TERM IS
DEFINED IN TITLE V OF THE GRAMM-LEACH-BLILEY ACT (THE “ACT”) AND
UNDER APPLICABLE REGULATIONS ISSUED UNDER THE ACT) OF THE
CUSTOMERS OR CONSUMERS OF BUYER AND WHICH IS FURNISHED BY OR
THROUGH THE BUYER TO THE SELLER. Irreparable harm shall be presumed if the Seller
breaches this Section 12. In addition to any other remedies to which the Buyer may be entitled
as a result of such a breach, the Buyer shall be entitled to seek injunctive relief immediately
enjoining the Seller from continuing its breach and without posting bond therefore.
SECTION 13. CONFIDENTIAL INFORMATION; PRIVACY. Buyer and Seller both
acknowledge that each party (as a “Recipient”) may have access to, or each party (as an
“Owner”) may provide to the other party, information and/or documentation which the
respective party regards as confidential or otherwise of a proprietary nature.
(a) Definition of Confidential Information. Confidential Information includes, but is
not limited to, the following, whether now in existence or hereafter created:
1. all information, in whatever medium, and copies thereof, marked as
"confidential" or with similar designation, or information which the
Recipient should, in the exercise of its reasonable business judgment,
recognize to be confidential;
2. all information, including usage, concerning intellectual property or other
property protected by rights embodied in copyrights, whether registered or
unregistered (including all derivative works), "know how,” trade secrets,
and any intellectual property rights of the Owner;
3. all business, financial or technical information of the Owner and any of
the Owner’s vendors; and
4. any and all information about employees or consumer customers of Buyer,
of any nature whatsoever, and specifically including but not limited to
employee or customer lists, employee or customer financial information,
and the fact of the existence of a relationship, or potential relationship,
between Buyer and its employees or customers.
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