This information and agreement will allow Vantage Scope Inc, doing business as EB-5investments.com to provide consultancy services. The services to be rendered will consist of providing you with detailed information about various USCIS designated EB-5 Pilot Program regional centers and their investment projects with the goal of helping you select an EB-5 Pilot Program project best suited to your investment objectives. This agreement is non-obligatory and non-exclusive. If you are working with other Agents and/or projects, you are free to do so but are required to comply with the confidential information and non-disclosure clauses below. The specific services to be provided to you are as follows:
Our firm will interview you to determine your selection criteria for evaluating regional center investments to aid you in narrowing your choices of projects to the ones best suited to your investment selection and risk/reward criteria. In particular, our firm will review your personal background, professional background, financial situation, risk-tolerance, family, industry preferences, and other pertinent characteristics to better understand your preferences and requirements in choosing among EB-5 projects. We will maintain all such personal information you provide us in the strictest confidence, and will share such information only with members of our staff subject to the same duty of confidentiality.
Initial Evaluation of Regional Center Projects
We will assist you in narrowing the choices of regional center projects to the project or projects best suited to your investment and immigration objectives. We will:
share with you all information we have concerning the history, performance, financial and management features of the various regional centers and their projects;
provide you with no less than three (3) and no more than six (6) EB-5 visa project profiles of the main business, financial, historical and organizational features of projects, along with financial analysis, for those projects we have reviewed and deemed suitable to EB-5 investors after evaluating, with regard to each such project:
the project’s offering documents, including private placement memorandum
the project’s financial documentation
the project plan’s conformance with legal requirements for the application for the EB-5 Pilot Program visa (initial green card); and
the project plan’s conformance with legal requirements for the removal of the conditional nature of the initial permanent residence status (permanent green card).
You acknowledge that you have been advised and you accept that all EB-5 projects must be “at risk” by law, and that even the most conservative projects will involve some risk of green card denial or loss of principal.
Final Selection of Regional Center Project
We will continue to provide you with information as needed until you make your final selection of regional center project. We will not make the final recommendation of EB-5 project for your EB-5 Visa Pilot Program investment. You acknowledge and agree that you bear the sole responsibility for the final selection of the regional center project that best suits your investment objectives.
Accuracy of Information
We expect that all information given by you or your agents to our firm, either orally or in writing, will be accurate to the best of your knowledge. If we discover that any information you supply us is willfully inaccurate or false, we will immediately withdraw from advising you as required by law.
Consent to Referral Fee
EB-5 project sponsors typically offer referral fees to brokers who refer a client to a specific project. You acknowledge that we have advised you of the possibility of referral fees and you agree that no conflict of interest exists should a EB-5 project sponsor later pay us a fee for referring you to the EB-5 project you select.
We will not seek any payment from you for reviewing projects featured in our portfolio, but instead we will seek reimbursement for our services from the regional center you select as indicated above in paragraph 5 of this agreement. If you require review of a project that we have not among our Top Projects, we will at no charge conduct a preliminary review of the project to determine whether the project will be competitive with the projects we have previously selected as Top Projects.
For purposes of this Agreement, the parties agree that “Confidential Information” means any and all information, whether written or oral, obtained from Ellis Island Limited Holdings concerning or related to EB-5 projects shared with Receiving Party, including, but not limited to, information regarding financial due diligence analyses, legal due diligence analyses, jobs creation analyses, management due diligence profiles, features/characteristics of projects, including any information about the projects that might allow a 3rd party to deduce the identity of a project featured by EB-5investments.com, and any other information provided by Ellis Island Limited Holdings hereunder.
Non-Disclosure of Confidential Information
You acknowledge that any and all Confidential Information disclosed to the Receiving Party is the exclusive and sole property of EB-5investments.com. Accordingly, you shall not, at any time, use, reveal, report, communicate, publish, transfer, or otherwise disclose any of the Confidential Information to any individual, company, business entity, or other third party, without the prior written consent of EB-5investments.com, which consent may be withheld by EB-5investments.com in its sole and absolute discretion.
Use of Confidential Information
You agree not to use the Confidential Information for any purpose other than to evaluate a project for possible investment by you. In no event shall you use the Confidential Information for its pecuniary gain, or to compete, directly or indirectly, with EB-5investments.com in any manner or respect. You shall limit the dissemination of the Confidential Information to those persons who have also signed a Non-Disclosure Agreement with EB-5investments.com. You agree that you will be responsible for the breach of this Agreement by any of its advisors or agents or contractors to whom such Confidential Information is disseminated.
Breach of Agreement
You acknowledge and agree that irreparable injury will result to EB-5investments.com if you breach any provision of this Agreement, and you agree that if it, or any person to whom you have disseminated Confidential Information as defined by this Agreement, engages in, or causes any other person or entity to engage in, any act or omission in violation of any provision of this Agreement, then EB-5investments.com will be entitled to equitable relief and such other remedies, damages and relief as may be available under applicable law or in equity.
Term of Agreement
The Non-Disclosure terms of this Agreement shall remain in force for TWO (2) YEARS after the date first above written.
In the event any provision of this Agreement is held unenforceable or invalid by any court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and shall be construed so as to carry out the original intent of the parties to this Agreement to the fullest extent possible.
This Agreement shall be construed and interpreted in accordance with the laws of the State of New York.