SOURCING TERMS AND CONDITIONS


CONFIDENTIALITY, NON-SOLICITATION, AND PROPERTY SOURCING AGREEMENT
This Confidentiality, Non-Solicitation, and Property Sourcing Agreement (the "Agreement") is made and entered into as of this ____________________(the "Effective Date"), by and between:
Prosperity Property North ltd, with a principal place of business at 29 Westminster Road, York, YO30 6LZ (the "Sourcing Party"), Sourcing Party Regulatory Compliance Details:
  • AML Registration: XVML00000152478
  • The Property Ombudsman (TPO) Registration: T04549
  • ICO Registration: ZA663259
 
AND ______________________________________________________with a principal place of

business at the address: _____________________________________________ (the "Recipient").


RECITALS
A. The Sourcing Party is in the business of identifying, analyzing, and sourcing real property for potential acquisition by investors and developers, and providing associated project management and rental management services.
B. The Sourcing Party will disclose to the Recipient certain confidential information related to specific real properties, including but not limited to, addresses, owner information, financial data, and other proprietary details (the "Confidential Information").
C. The Recipient desires to receive this Confidential Information for the sole purpose of evaluating the potential purchase of the properties identified by the Sourcing Party (the "Purpose").
D. The parties agree to be bound by the terms and conditions set forth in this Agreement to protect the Sourcing Party's Confidential Information and to prevent the unauthorized use or disclosure thereof.
AGREEMENT
1. CONFIDENTIALITY
1.1 Definition of Confidential Information. "Confidential Information" shall include all non-public information, whether written or oral, disclosed by the Sourcing Party to the Recipient, or to which the Recipient gains access in connection with the Purpose. This includes, but is not limited to: a. All property details, including addresses, photos, and descriptions. b. Owner names, contact information, and any personal data. c. Financial information, including asking prices, potential returns on investment, and expenses. d. Any and all other proprietary information, including analysis, reports, and strategies related to the properties.
1.2 Obligation of Confidentiality. The Recipient agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such information. The Recipient shall not disclose or permit access to any Confidential Information to any third party without the Sourcing Party's prior written consent, except to its employees, agents, or advisors who have a need to know such information for the Purpose and are bound by similar confidentiality obligations.
1.3 Permitted Use. The Recipient shall use the Confidential Information solely for the Purpose and for no other purpose. The Recipient shall not use the Confidential Information to compete with the Sourcing Party or to circumvent the Sourcing Party's business.

2. NON-SOLICITATION & NON-CIRCUMVENTION
2.1 Non-Solicitation of Properties. The Recipient agrees not to, directly or indirectly, contact, negotiate with, or enter into any agreement to purchase, lease, or otherwise acquire any interest in any property introduced by the Sourcing Party for a period of twenty-four (24) months from the date of the introduction, unless such transaction is conducted through and with the full knowledge and participation of the Sourcing Party.
2.2 Non-Solicitation of Contacts. The Recipient agrees not to, directly or indirectly, solicit, contact, or engage with any person or entity introduced by the Sourcing Party, including but not limited to property owners, agents, brokers, or investors, for the purpose of circumventing this Agreement or for any other business purpose not expressly permitted hereunder.
2.3 Non-Circumvention. The Recipient agrees not to, directly or indirectly, circumvent, bypass, or obviate the Sourcing Party's role or fees in any transaction related to a property introduced by the Sourcing Party. This obligation extends to any individual, investor, partner, or entity in the Recipient’s network or sphere of influence. The Recipient acknowledges that the Sourcing Party's compensation for its sourcing efforts is contingent on the successful completion of a transaction.
2.4 Third-Party Introductions. The Recipient acknowledges that the Sourcing Party may work with other sourcers, representatives, or introducers (collectively, "Third-Party Introducers") to identify and present properties. The Recipient agrees that all obligations and restrictions set forth in this Agreement, including the payment of the Sourcing Fee and the terms of Non-Solicitation (Section 2.1) and Non-Circumvention (Section 2.3), shall apply to any property introduced to the Recipient by a Third-Party Introducer acting under the instruction or direction of the Sourcing Party. Furthermore, the Recipient warrants that they shall not use any Third-Party Introducer to circumvent the Sourcing Party's fees for any property introduced by the Sourcing Party.


3. FEES AND COMPENSATION
3.1 Fee Trigger and Recipient Liability. The Recipient acknowledges and agrees that a sourcing fee is due to the Sourcing Party if the Recipient, or any entity affiliated with the Recipient (including but not limited to business partners, co-investors, or any corporate entity acting on the Recipient's behalf), directly or indirectly, enters into an agreement to purchase, lease, or otherwise acquire any interest in a property that was introduced or presented by the Sourcing Party. The Recipient is the sole contractual party liable to the Sourcing Party for the payment of the entire Sourcing Fee, regardless of which individual or entity ultimately effects the purchase or is intended to pay the fee. This fee obligation is triggered regardless of whether the property is on the public market, off-market, or listed with another agent.
3.1.a Fee Liability Transfer. If the Recipient introduces the property to an affiliated entity (e.g., a co-investor or corporate vehicle) who intends to be the ultimate purchaser, and the Recipient wishes to transfer all liability for the Sourcing Fee to that entity, the Recipient must immediately inform the Sourcing Party in writing. The ultimate purchasing entity must then execute a separate, identical Sourcing Agreement with the Sourcing Party, and the Sourcing Party reserves the right to approve the new entity as the Recipient based on satisfactory completion of all AML and CDD checks. Only upon the Sourcing Party's written acceptance of the new agreement will the original Recipient (signing this Agreement) be released from fee liability.

3.2 Fee Calculation. The Sourcing Party's fee shall be calculated based on the final purchase price of the property:
a. For properties with a final purchase price of £500,000 or less, the fee shall be the greater of £3,000 or 2% of the final purchase price.
b. For properties with a final purchase price over £500,000, the fee shall be 2% of the final purchase price.
3.3 Payment Schedule. The total fee shall be paid in three (3) stages:
a. Upon Engagement (Non-Refundable Initial Service Fee): A non-refundable initial service fee of £500 shall be paid by the Recipient to the Sourcing Party upon the signing of this Agreement. This fee compensates the Sourcing Party for initial services, including the introduction of at least three (3) properties for consideration, consultancy on property deals, negotiation with agents or representation at auction, and, if required, an introduction to a solicitor and/or a mortgage team. This fee shall be credited towards the final sourcing fee only upon successful completion of a property purchase.
b. Upon Offer Acceptance or Instruction of Solicitor: An additional £1,000 shall be paid by the Recipient upon the Sourcing Party confirming the acceptance of the Recipient's offer on a property introduced by the Sourcing Party, or upon the Recipient instructing a solicitor to begin the conveyancing process, whichever occurs first.
This payment is refundable only if a property is not purchased due to circumstances beyond the Recipient’s reasonable control (e.g., the property is withdrawn from the market by the seller, there are unresolvable issues identified during the survey, or a solicitor identifies a material legal defect). The payment is non- refundable if the Recipient decides not to proceed with a purchase for reasons within their control (e.g., they change their mind, obtain alternative financing, or fail to follow the agreed-upon process).
c. Balance on Completion: The Recipient agrees to deposit the remaining balance of the fee with the mutually agreed-upon solicitor no less than five (5) working days prior to the completion date. This remaining balance will be the total fee less the £500 Initial Service Fee, the £1,000 Offer/Instruction payment, and any £250 Investor Tour Fees previously paid by the Recipient.
The Recipient shall provide the Sourcing Party with irrevocable instructions to the solicitor to release the funds in full to the Sourcing Party upon the successful completion of the property purchase.
d. Condition of Completion: The parties agree that the completion of the property purchase is expressly contingent upon and subject to the solicitor having received the full fee balance from the Recipient. The solicitor is expressly instructed to not release the completion funds or complete the purchase until this condition has been satisfied in full.
e. Sourcing Service Renewal Fee. If the Recipient has not entered into an agreement to purchase any property after the Sourcing Party has introduced the three (3) properties defined in Section 3.3.a, and the Recipient wishes to continue utilizing the Sourcing Party's services to identify and present new property opportunities, the Recipient shall pay a Sourcing Service Renewal Fee of £500. This Renewal Fee is non-refundable and covers the continuation of the services defined in Section 3.3.a for the introduction of up to three (3) additional properties. Subsequent Sourcing Service Renewal Fees of £500 will apply for every three (3) properties introduced thereafter until a purchase is successfully completed. This Renewal Fee shall also be credited towards the final sourcing fee only upon successful completion of the next property purchase.

3.4 Initial Service Fee Refundability. The £500 non-refundable initial service fee is compensation for services rendered by the Sourcing Party upon execution of this Agreement (Section 3.3.a) and is not refundable under any circumstances, including but not limited to, the withdrawal of a property by the seller or an unresolvable issue identified during a survey. The Sourcing Party is entitled to retain this fee upon its service delivery.
3.5 Recipient's Representations. The Recipient represents and warrants that they possess the necessary financial resources and legal capacity to proceed with the purchase of any properties introduced by the Sourcing Party. The Recipient acknowledges that they are responsible for all due diligence, including but not limited to, surveys, valuations, and legal searches.
3.6 Specific Due Diligence for Auction Properties. The Recipient acknowledges that the purchase of property through auction, or similar fast-track sale process, carries specific and heightened risks, which include, but are not limited to, the limited time for due diligence. The Sourcing Party does not provide legal advice, nor does it accept responsibility for any legal issues or liabilities arising during conveyancing, or from the Recipient's decision not to consult with a solicitor. It is the Recipient's complete and sole responsibility to obtain and act upon all necessary legal advice for the purchase of any property, including those acquired at auction.
3.7 Additional Consulting Services. The Recipient acknowledges that the Sourcing Party's services are limited to the activities specified in this Agreement, including the services compensated by the Initial Service Fee and the Sourcing Fee (Sections 3.3.a, 3.2). Should the Recipient request or the Sourcing Party provide consultation, analysis, or services that fall outside the scope of property sourcing for an identified property (e.g., general business advice, portfolio review, or extensive, non-deal-specific strategy sessions), the Sourcing Party reserves the right to charge an additional hourly rate of £100 per hour, billed in 30-minute increments. The Sourcing Party will notify the Recipient in advance if an activity is deemed an Additional Consulting Service.
3.8  Investor Tour Service (optional). The Sourcing Party may offer optional property/investor tours to the Recipient at a fixed rate of £250 per tour for a duration of approximately 1.5 to 2.5 hours. This fee is payable in advance and is non-refundable.
Scope: A tour is defined as the Sourcing Party accompanying the Recipient for a physical visit of pre-agreed properties or areas of interest. The service primarily covers logistics, local area insight, and visual assessment.
Exclusions: This service does not include formal valuation, detailed legal analysis, or the negotiation of an offer, which remain the responsibility of the Recipient.
Upon the successful completion of a property purchase under this Agreement, any fees paid for this Investor Tour Service shall be deducted from the final balance of the Sourcing Fee due on completion (Section 3.3.c).

3.9 Investor Strategy Session Fee (optional). Prior to engaging in property sourcing, the Sourcing Party may offer an optional, one-time Investor Strategy Session of approximately 1 to 1.5 hours. The fee for this session is £250 payable in advance and is non-refundable.
Scope: This session is strictly for consultative purposes and includes:
  1. Reviewing the Recipient's existing investment goals, risk tolerance, and capital position.
  2. Discussing current market trends and geographic areas of interest.
  3. Outlining a high-level, generalized investment strategy for the Recipient.
Exclusions: This session does not include the introduction of specific, available properties, in-depth financial analysis of a particular deal, or the provision of Confidential Information. This fee is compensation for the Sourcing Party's time and advice provided during the session and is not credited toward the Sourcing Fee or any other future payments under this Agreement.
3.10 Auction Due Diligence Pack Fee (optional).
  • Fee and Payment: For the purpose of providing enhanced due diligence support on auction properties, the Sourcing Party shall charge a flat fee of £500 payable in advance. This fee is non-refundable and is separate from the Initial Service Fee and the Sourcing Fee.
  • Scope: This flat fee compensates the Sourcing Party for compiling a dedicated Auction Due Diligence Pack, which shall cover several properties (aiming for a minimum of three (3) relevant packs where available) determined by the Sourcing Party's professional opinion after discussion of the Recipient's investment goals. Each property analysis included in the pack shall feature:
  1. A deal analyzer (financial projection summary).
  2. A video walk-through (where available and practical).
  3. The relevant auction house link and Lot details.
  4. An AI-assisted high-level review of the property's legal pack.
  • Liability Disclaimer: The Recipient explicitly acknowledges that the AI-assisted review of the legal pack is provided purely to flag potential issues and facilitate the Recipient's own review by a qualified solicitor. The Sourcing Party does not provide legal advice, makes no representations or warranties regarding the legal pack's contents, and accepts absolutely no responsibility or liability for any legal issues, omissions, or liabilities arising from the legal pack or the Recipient’s reliance on the provided analysis. The Recipient remains solely responsible for obtaining independent legal advice from a qualified conveyancer before bidding on any property.

3.11 Project Management Fee. If the sourced property requires refurbishment or renovation, the Recipient shall utilize the Sourcing Party’s Project Management services. The fee for this service shall be 15% of the total documented refurbishment costs, payable in stages as defined in a separate Project Management Addendum which must be executed before the commencement of any works. This fee is compensation for the Sourcing Party's oversight, organization, and coordination of the refurbishment process.
3.12 Rental Management Fee. Upon completion of the purchase and any required refurbishment, the Recipient shall engage the Sourcing Party for ongoing Property Rental Management services. The fee for this service shall be 10% of the gross monthly rent collected, plus an additional initial tenant-find fee. The full terms, fees, scope of service, and regulatory compliance details (including client money handling and deposit protection) will be detailed in a separate Property Management Agreement to be executed prior to tenancy commencement.

4. TERM AND TERMINATION
4.1 Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated by mutual written agreement of the parties.
4.2 Survival. The obligations and rights set forth in Sections 1 (Confidentiality), 2 (Non-Solicitation & Non-Circumvention), 3 (Fees and Compensation), and 5 (Miscellaneous) shall survive the termination of this Agreement for a period of twenty-four (24) months.

5. MISCELLANEOUS
5.1 Return of Information. Upon written request from the Sourcing Party, the Recipient shall promptly return or destroy all Confidential Information and all copies thereof.
5.2 No Warranty. The Sourcing Party makes no representations or warranties regarding the accuracy or completeness of the Confidential Information. The Recipient acknowledges that it is responsible for conducting its own due diligence.
5.3 Remedies. The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Sourcing Party for which monetary damages would be inadequate. Therefore, the Sourcing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
5.4 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in England and Wales.
5.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral.
5.6 Limitation of Liability and Indemnification. The Sourcing Party's liability under this Agreement is limited to the fees paid by the Recipient. The Recipient agrees to indemnify, defend, and hold the Sourcing Party harmless from any and all claims, liabilities, costs, and expenses arising from or related to the Recipient's due diligence, purchase, or subsequent use of any property, or any breach of this Agreement by the Recipient.
5.7 No Fiduciary Relationship. The relationship between the Sourcing Party and the Recipient is that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or a fiduciary relationship. The Sourcing Party is not a financial advisor, and the Recipient acknowledges that all decisions regarding a property purchase are their own.
5.8 Anti-Money Laundering Compliance.
a. Recipient's Obligation: The Recipient acknowledges and agrees that the Sourcing Party is subject to UK Anti-Money Laundering (AML) legislation. The Recipient shall, upon request, promptly provide all necessary documentation and information required for the Sourcing Party to complete its Customer Due Diligence (CDD) and AML compliance checks, including but not limited to, proof of identity, proof of address, and evidence of the source of funds and wealth.
This documentation must be provided no later than five (5) working days following the Effective Date of this Agreement or within three (3) working days of the Recipient's offer being accepted, whichever is later.
b. Involved Parties: The Recipient warrants that they will ensure that any other party involved in the transaction on the Recipient's behalf (such as business partners, co-investors, directors, beneficial owners, or controlling persons of the purchasing entity) shall also promptly provide all necessary information and documentation required by the Sourcing Party to satisfy its AML obligations.
c. Delay or Non-Compliance: The Recipient acknowledges that the Sourcing Party is legally prohibited from commencing or proceeding with any services under this Agreement if the required AML information is not provided promptly and to the Sourcing Party’s satisfaction. Any delay in the provision of the services or failure of a transaction due to the Recipient's or an involved party's non-compliance with this AML clause shall be conclusively deemed a reason within the Recipient's control for the purposes of Section 3.3.b. Accordingly, the £1000 Offer Acceptance/Instruction of Solicitor payment shall be non-refundable in such an event, and the Sourcing Party is entitled to retain all fees paid up to that point.
5.9 Market and Project Risk. The Recipient expressly acknowledges and accepts that all property investment carries inherent risks, including and not limited to:
 (a) property values can decrease, and end valuations (GDV) are never guaranteed;
(b) refurbishment budgets may be exceeded, and unexpected issues may be discovered during the Works;
(c) changes in the housing market, interest rates, and rental market may result in a lower-than-forecasted return (ROCE or Yield).
The Recipient agrees that the Sourcing Party shall not be liable for any loss arising from these market or project risks.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Sourcing Party:

Prosperity Property North Ltd
By: Name: Elena Cheetham
Title: Director
Recipient:

Company: ____________________
By: Name: ____________________
 Title:_________________________