This Big Deal Mastermind Agreement (“Agreement”) is effective as of ____________ (the “Effective Date”) by and between the undersigned parties: Nassau Investment Academy, LLC, an Ohio limited liability company located at 3001 West 8th St., Cincinnati, OH 45202 (hereinafter the “Coach”) and ____________________________, an individual residing at ___________________________________________________ (hereinafter the “Student”).

The Purpose of this Agreement is to outline the services to be performed by the Coach for the Student as part of the Big Deal Mastermind (“Mastermind”) coaching program. This agreement is for 12 months starting on the Effective Date once signed or executed by both parties.

Services:

For 12 months following the effective date, Coach agrees to provide the following services:

• Big Capital Attraction System – Raising Capital

1. 1. Access to Coach’s online course on how to raise private capital.
   2. Documents, presentation slides, and scripts to help persuade prospective investors.
   3. Live weekly group coaching on raising capital.
   4. Access to investor webinars. Throughout the year, the Coach and his associates will conduct investor webinars. The Student can invite his/her potential investor(s) to attend. The Coach will educate invited investor(s) on the benefits of multifamily and hotel investing.

       

2. Big Deal Hacking System – Big Deal Making
   1. Access to Coach’s online course on how to do apartment and hotel real estate deals.
   2. Spreadsheets for analyzing multifamily and hotel deals.
   3. Access to Coach’s BIO to substantiate that Student is associated with Coach and authorized to help find deals on Coach’s behalf.
   4. Access to legal and operational templates. Templates will include Private Placement Memorandum, Operating Agreement, Subscription Agreement, Investor Accreditation Form, Letter of Intent, and Due Diligence checklist.
   5. Access to multifamily and hotel lenders the Coach has worked with in the past, including their contact information

       

3. Two Live Events
   
   1. Big Money Mastery – In-person or online live event focused on raising private capital for apartment and hotel deals.
   2. Big Deal Summit – In-person or online live event focused on finding and underwriting big real estate deals.

       

4. Group Coaching by Industry Experts
   1. Live weekly group deal analysis coaching. Experienced multifamily and hotel investors will help analyze deals in a group setting with other students. Time permitting, they will help you analyze and give you valuable feedback on your deal. 
   2. Ability to send your deal via email for feedback from the group coaches.
   3. Access to Property Research assistance to research multifamily and hotel data to help underwrite or analyze.
   4. Access to Deals & Capital Exchange. A monthly group session that will allow you to present deals with other students that you need to raise capital for.
   5. Membership Directory of other students that you can use to expand your network and meet other Big Deal Makers.

For 16 weeks following the commencement date, Coach agrees to provide the following services:

1. Personal Success Coach
   1. Coach will assign a personal success coach to help Student navigate the Big Deal Hacking and Big Capital Attraction systems.
   2. Personal success coach will help develop a weekly action plan to keep the student accountable and focused.
   3. Personal success coach will refer you to resources like capital raisers, hotel operators, asset managers, property managers and commercial real estate attorneys as needed.

       

• Investor Closing Assistance

1. 1. Coach will do a 3-way phone (or Zoom) call with the Student and investor to help persuade the Student’s “WHALE” investor to invest in a Student’s deal. 
   2. The investor must be accredited and capable of investing $1m in a deal to be eligible for closing assistance. Proof of funds may be requested.
   3. Coach will be able to decline any request for investor closing assistance due to suspected fraud, misrepresentations, scheduling conflicts, or any other reasonable objection.
      
      
      

Compensation

1. Non Refundable Deposit. Student’s place in the Big Deal Mastermind program has been reserved via a non-refundable deposit. Both parties agree that this deposit shall be applied as a credit to the Mastermind Coaching Fee.

    

2. Mastermind Coaching Fee.  As compensation for the services to be provided by Coach to the Student under this Agreement, the Student shall pay the Coach a Mastermind Coaching Fee of $10,000.

    

3. Student shall make payments of the remaining $9,000 to Coach as defined in Attachment A.
   
   

    

Access / Technology

1. Skool. Mastermind courses and materials will be accessible through a private Skool group. This will be the primary communication platform for updating the Student on current events and group coaching sessions. The Student will request to join the Coach’s private group by creating a new Skool account or using an existing Skool account.

    

2. Email. Student acknowledges that they have a working and accessible email for both group and personal coaching.

    

3. Zoom. Mastermind Coaching will be conducted via Zoom. Student acknowledges that they have a working Zoom account that will be used for coaching calls.
   
   

    

Confidentiality and Intellectual Property

1. Enrollment in the Mastermind program will give the Student access to proprietary and confidential information belonging to the Coach, its customers, suppliers, and others (the proprietary and confidential information is collectively referred to in this Agreement as “Confidential Information”). Confidential Information includes but is not limited to course materials, videos, deal analysis tools, vendor lists, legal documents, operations documents, software, databases, contracts, scripts, and known-how.

    

2. All Confidential Information is and shall remain the Coach’s exclusive, confidential, and proprietary property. Student acknowledges that disclosing this Confidential Information to unauthorized parties damages the business and will likely cause irreparable financial harm.

    

3. The Student shall keep all Confidential Information confidential and shall not use any of it except to carry out authorized activities during the Mastermind program.

    

4. Sharing of Confidential Information is strictly prohibited and will be considered a material breach of this Agreement.

    

5. The Studenty shall return or destroy, as directed by the Coach, Confidential Information, and any other Coach property to the Coach upon request by the Coach at any time. The Student shall certify, by way of affidavit or statutory declaration, that all such Confidential Information, Coach property has been returned or destroyed, as applicable.

    

6. The Student hereby represents and warrants to the Coach that it is not party to any written or oral agreement with any third party that would restrict its ability to enter into this Agreement or to join the Mastermind program and that the Coach will not, by providing services to the Student, breach any covenant in favor of any third party.

    

7. The Student hereby agrees that, during the term of this Agreement and for three (3) years following the termination hereof, the Student will not (i) recruit, attempt to recruit or directly or indirectly participate in the recruitment of any Coach employee or (ii) directly or indirectly solicit, attempt to solicit, canvass or interfere with any customer or supplier of the Coach in a manner that conflicts with or interferes in the business of the Coach as conducted with such customer or supplier.
   
   

    

Termination

1. Unless extended by a written and mutually agreed-upon amendment, the Agreement will automatically terminate 12 months after the Effective Date, and as such, services will no longer be rendered.

    

2. All obligations to preserve the Coach’s Confidential Information and other warranties, representations, and duties set forth herein shall survive the termination of this Agreement.
   
   

    

Warranty and Limitation of Liability

1. Student understands and agrees that no guarantees, representations, or warranties of any kind—express or implied—are made concerning the results or success they may achieve through this Mastermind.

    

2. Student acknowledges that their success in the Mastermind depends largely on their own commitment, effort, and application of the concepts and strategies presented. By enrolling in the Mastermind, Student agrees that the Coach (and any affiliated entities, employees, or subcontractors) shall not be held liable under any circumstance for Student’s failure to achieve any specific outcome, nor for any direct or indirect damages alleged to have been caused by the Coach’s advice, content, or materials.
   
   

Entire Agreement

1. This Agreement represents the entire agreement between the parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts, and understandings with respect to the subject matter of this Agreement. This Agreement may be amended only by mutual written agreement of the party.
   
   

    

Assignment

1. This Agreement shall inure to the benefit of and shall be binding upon each party’s successors and assigns. Student shall not assign any right or obligation hereunder in whole or in part, without the prior written consent of the Coach.

Miscellaneous

1. Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio, and all of its provisions and its validity shall be administered and be determined under the laws of the State of Ohio without reference to its provisions regarding conflicts of law.  Further, the parties hereto agree to Hamilton County, in the State of Ohio, as the exclusive venue for any such proceedings whatsoever.

    

2. Amendment.  This Agreement may not be amended or modified other than by a written agreement executed by the Company and Contractor.

    

3. Severability.  If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible, and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

    

4. Counterparts.  This Agreement may be executed in counterparts and/or by facsimile or other electronic means, each of which shall be deemed and original, but all of which shall constitute one agreement.
   
   

    

IN WITNESS WHEREOF, the parties hereto have executed or have caused this Agreement to be executed by their duly authorized representatives, effective as of the date first written above.