Independent Contractor Agreement

Associate-Licensee represents that: (i) he/she is duly licensed by the state identified in this application as a real estate broker or real estate salesperson, and (ii) he/she has not used any other names within the past five years except as disclosed in this application. Associate-Licensee shall keep his/her license current during the term of this Agreement, including satisfying all applicable continuing education and provisional license requirements.

A. Broker and Associate-Licensee intend that, to the maximum extent permissible by law: (i) this Agreement does not constitute an employment agreement by either party; (ii) Broker and Associate-Licensee are independent contracting parties with respect to all services rendered under this Agreement; and (iii) this Agreement shall not be construed as a partnership.

B. Broker shall not: (i) restrict Associate-Licensee's activities to particular geographical areas, or (ii) dictate Associate-Licensee's activities concerning hours, leads, open houses, prospects, sales meetings, schedule, inventory, time off, vacation, or similar activities, except to the extent required by law.

C. Associate-Licensee shall not be required to accept an assignment by Broker to service any particular current or prospective listing or parties.

D. Except as required by law: (i) Associate-Licensee retains sole and absolute discretion and judgment in the methods, techniques, and procedures to be used in soliciting and obtaining listings, or sales, or other transactions, and in carrying out Associate-Licensee's selling and soliciting activities, and for maintaining technical and legal compliance with Associate-Licensee's own website(s); (ii) Associate-Licensee is under the control of Broker as to the results of Associate-Licensee's work only, and not as to the means by which those results are accomplished; (iii) Associate-Licensee has no authority to bind Broker by any promise or representation; and (iv) Broker shall not be liable for any obligation or liability incurred by Associate-Licensee.

E. Associate-Licensee's only remuneration shall be the compensation specified in paragraph 8.

F. Associate-Licensee who only performs as a real estate sales agent shall not be treated as an employee for state and federal tax purposes, as stated under Section 3508 of the Internal Revenue Code.

G. Broker agrees to provide access to cloud-based programs, which may include, but are not limited to, a customer relationship management system (CRM), an individual Associate-Licensee website, and transaction management and document storage services.

H. Associate-Licensee agrees to review, comply with, and abide by all Broker marketing guidelines, branding standards, and advertising rules, as well as all applicable advertising and marketing requirements of the National Association of Realtors and any state or local real estate boards or associations, for all marketing, advertising, and promotional activities.

I. The fact that Broker may obtain workers' compensation insurance for its own benefit and/or the mutual benefit of Broker and licensees associated with Broker, including Associate-Licensee, shall not be deemed to create an employment relationship. Workers' compensation coverage shall be provided by Broker only to the extent required by applicable state law. In states where workers' compensation insurance is not legally required for independent contractor real estate licensees, such coverage shall be optional and may be carried by Associate-Licensee.

California Advisory: Notwithstanding the foregoing, under California law, real estate salespersons are deemed employees for workers' compensation purposes. Accordingly, in the State of California, Broker shall obtain workers' compensation insurance covering Associate-Licensee, and Broker shall bear the cost of such insurance, as required by the California Labor and Workforce Development Agency. Failure to comply may result in penalties, including stop-work orders and fines as provided by law. Nothing in this section shall be construed to alter Associate-Licensee's independent contractor status for tax or other purposes except as required by applicable law.

A. All listings of property, and all agreements, acts or actions for performance of licensed acts, which are taken or performed in connection with this Agreement, shall be taken and performed under the name of Broker. Associate-Licensee agrees to and does hereby contribute all right and title to such listings to Broker for the benefit and use of Broker, Associate-Licensee, and other licensees associated with Broker.

B. Broker shall make available to Associate-Licensee, equally with other licensees associated with Broker, all current listings in Broker's office, except any listing which Broker may choose to place in the exclusive servicing of Associate-Licensee or one or more other specific licensees associated with Broker.

C. Associate-Licensee shall provide and pay for all professional licenses, supplies, services, and other items required in connection with Associate-Licensee's activities under this Agreement, or any listing or transaction, without reimbursement from Broker except as required by law.

D. Associate-Licensee shall work diligently and with his/her best efforts to: (i) sell properties listed with Broker or other cooperating Brokers; (ii) solicit additional listings, clients, and customers; and (iii) otherwise promote the business of serving the public in real estate transactions to the end that Broker and Associate-Licensee may derive the greatest benefit possible, in accordance with law.

E. Associate-Licensee shall not commit any unlawful act under federal, state or local law or regulation while conducting licensed activity. Associate-Licensee shall at all times be familiar, and comply, with all applicable federal, state and local laws, including, but not limited to, anti-discrimination laws and restrictions against the giving or accepting a fee, or other thing of value, for the referral of business to title companies, escrow companies, home inspection companies, pest control companies and other settlement service providers pursuant to the Real Estate Settlement Procedures Act (RESPA).

F. Prohibited Activities: Associate-Licensee agrees not to engage in any of the following real estate licensed activities without the express written consent of Broker: property management; business brokerage; rental property.

A. All files and documents pertaining to listings, leads, and sale transactions are the property of Broker. They shall be provided to Broker by Associate-Licensee immediately upon request or termination of this Agreement.

B. Associate-Licensee acknowledges that, other than practices and processes generally available in the real estate brokerage industry, Broker's method of conducting business is a protected trade secret.

C. Associate-Licensee shall not use to his/her own advantage, or the advantage of any other person, business, or entity, except as specifically agreed in writing, either during Associate-Licensee's association with Broker, or thereafter, any information gained for or from the business, or files of Broker.

Associate-Licensee, within 24 hours after preparing, signing, or receiving same, shall submit to Broker, or Broker's designated licensee: (i) all documents which may have a material effect upon the rights and duties of principals in a transaction; (ii) any documents or other items connected with a transaction pursuant to this Agreement in the possession of or available to Associate-Licensee; and (iii) all documents associated with any real estate transaction in which Associate-Licensee is a principal.

Broker shall not accept, hold, control, or process earnest money deposits, trust funds, or any other escrowed funds. All such funds shall be delivered directly to and handled exclusively by duly authorized third-party closing agents, settlement companies, escrow companies, attorneys, or cooperating/co-brokers, in accordance with applicable law.

A. To Broker: Compensation shall be charged to parties who enter into listing or other agreements for services requiring a real estate license. Any deviation which is not approved in writing in advance by Broker shall be: (1) deducted from Associate-Licensee's compensation, if lower than the amount or rate approved above; and (2) subject to Broker approval, if higher than the amount approved above. Any permanent change in commission schedule shall be disseminated by the Broker to Associate-Licensee.

B. To Associate-Licensee: Associate-Licensee shall receive a share of compensation actually collected by Broker, on listings or other agreements for services requiring a real estate license, which are solicited and obtained by Associate-Licensee, and on transactions of which Associate-Licensee's activities are the procuring cause, as shown in the Commission Contract attached, which is incorporated as a part of this Agreement by reference.

C. Partners, Teams, and Agreements with Other Associate-Licensees in Office: If Associate-Licensee and one or more other Associate-Licensees affiliated with Broker participate on the same side (either listing or selling) of a transaction, the commission allocated to their combined activities shall be divided by Broker and paid to them according to their written agreement. Broker shall have the right to withhold total compensation if there is a dispute between associate-licensees, or if there is no written agreement, or if no written agreement has been provided to Broker.

D. Expenses and Offsets: Associate-Licensee agrees to pay a monthly technology fee in the amount of Eighty-Five Dollars ($85.00). Such fee shall be charged automatically to a valid credit card maintained on file by Broker and shall be processed on a recurring monthly basis without further notice. Associate-Licensee authorizes Broker to initiate such recurring charges for so long as this Agreement remains in effect. State Leaders are exempt from this fee. If Broker elects to advance funds to pay expenses or liabilities of Associate-Licensee, or for an advance payment of, or draw upon, future compensation, Associate-Licensee agrees to reimburse Broker within 30 days of receiving their monthly office bill statement with stated charge. Broker may deduct the full amount advanced from compensation payable to Associate-Licensee on any transaction without notice. If Associate-Licensee's compensation is subject to a lien, garnishment or other restriction on payment, Broker shall charge Associate-Licensee a fee for complying with such restriction.

E. Payment: (i) All compensation collected by Broker and due to Associate-Licensee shall be paid to Associate-Licensee, after deduction of expenses and offsets, immediately or as soon thereafter as practicable. (ii) Compensation shall not be paid to Associate-Licensee until both the transaction and file are complete. (iii) Broker is under no obligation to pursue collection of compensation from any person or entity responsible for payment. Associate-Licensee does not have the independent right to pursue collection of compensation for activities that require a real estate license which were done in the name of Broker. (iv) Expenses which are incurred in the attempt to collect compensation shall be paid by Broker and Associate-Licensee in the same proportion as set forth for the division of compensation (paragraph 8(B)). (v) If there is a known or pending claim against Broker or Associate-Licensee on transactions for which Associate-Licensee has not yet been paid, Broker may withhold from compensation due Associate-Licensee on that transaction amounts for which Associate-Licensee could be responsible under paragraph 13, until such claim is resolved. (vi) Associate-Licensee shall not be entitled to any advance payment from Broker upon future compensation.

F. Upon or After Termination: If this Agreement is terminated while Associate-Licensee has listings or pending transactions that require further work normally rendered by Associate-Licensee, Broker shall make arrangements with another associate-licensee to perform the required work, or Broker shall perform the work him/herself. The licensee performing the work shall be reasonably compensated for completing work on those listings or transactions, and such reasonable compensation shall be deducted from the Associate-Licensee's share of compensation. All outstanding deductions, including advanced expenses and fees, will be applied to final compensation.

Broker or Associate-Licensee may terminate their relationship under this Agreement at any time, with or without cause. After termination, Associate-Licensee shall not solicit prospective or existing clients or customers based upon company-generated leads obtained during the time Associate-Licensee was affiliated with Broker. Upon termination of this Agreement, Associate-Licensee shall not disclose or provide to any person or entity engaged in the real estate business any information regarding Broker's clients, customers, properties, pricing, negotiation terms, business policies, or other proprietary information. Associate-Licensee shall not remove any files, electronic or physical records, maps, publications, prospect or investor lists, or other materials from Broker's office, systems, or website.

Associate-Licensee may, however, obtain photocopies of documents related to transactions in which they have a bona fide interest, which Broker shall not unreasonably withhold. Associate-Licensee acknowledges that any breach of this section may cause irreparable harm to Broker, entitling Broker to seek injunctive relief in addition to any other legal or equitable remedies. Even after termination, this Agreement, inclusive of paragraph 16, shall govern all disputes and claims between Broker and Associate-Licensee connected with their relationship under this Agreement, including obligations and liabilities arising from existing and completed listings, transactions, and services.

Associate-Licensee shall maintain, at Associate-Licensee's sole cost and expense, valid and enforceable automobile liability insurance covering the use of any vehicle in connection with business activities conducted under this Agreement. Associate-Licensee shall maintain liability and property damage limits in amounts not less than those required by law and acknowledges that higher coverage limits are recommended. The policy shall designate Broker as an additional interest and shall require the insurer to provide notice to Broker of any cancellation, non-renewal, or material modification of coverage. Associate-Licensee shall verify with the applicable insurance carrier that coverage includes business use of the vehicle.

Associate-Licensee may make use of a personal assistant, provided the following requirements are satisfied. Associate-Licensee shall have a written agreement with the personal assistant which establishes the terms and responsibilities of the parties to the employment agreement, including, but not limited to, compensation, supervision, and compliance with applicable law. The agreement shall be subject to Broker's review and approval. Unless otherwise agreed, if the personal assistant has a real estate license, that license must be provided to the Broker. Both Associate-Licensee and personal assistant must sign any agreement that Broker has established for such purposes.

If Broker's office policy manual, now or as modified in the future, conflicts with or differs from the terms of this Agreement, the terms of the office policy manual shall govern the relationship between Broker and Associate-Licensee.

A. Regarding any action taken or omitted by Associate-Licensee, or others working through, or on behalf of Associate-Licensee in connection with services rendered or to be rendered pursuant to this Agreement or real estate licensed activity prohibited by this Agreement: (i) Associate-Licensee agrees to indemnify, defend and hold Broker harmless from all claims, disputes, litigation, judgments, awards, costs and attorney fees arising therefrom; and (ii) Associate-Licensee shall immediately notify Broker if Associate-Licensee is served with or becomes aware of a lawsuit or claim regarding any such action.

Broker maintains a professional Errors and Omissions ("E&O") insurance policy covering Associate-Licensee for acts performed within the course and scope of licensed real estate activities conducted on behalf of Broker. Coverage limits and terms are subject to the conditions and limitations of the applicable policy. Associate-Licensee acknowledges that coverage is secondary to, and does not replace, Associate-Licensee's obligation to perform services in compliance with all applicable laws and professional standards. A copy of the policy shall be made available upon reasonable request. In the event Associate-Licensee makes a claim or is named in a claim covered under Broker's E&O policy, Associate-Licensee agrees to be responsible for payment of the applicable policy deductible, which is currently Two Thousand Five Hundred Dollars ($2,500.00) per claim, or such other amount as may be established by the insurer. Nothing herein shall be construed to expand coverage beyond that provided by the policy or to create any guarantee of coverage.

In any action, proceeding, or arbitration between Broker and Associate-Licensee arising from or related to this Agreement, the prevailing Broker or Associate-Licensee shall be entitled to reasonable attorney fees and costs.

Broker and Associate-Licensee agree to timely notify the other person and mediate all disputes and claims between them arising from or connected in any way with this Agreement before resorting to arbitration or court action.

A. Arbitration of Disputes: All claims or disputes between Broker and Associate-Licensee not resolved pursuant to paragraph 15 shall be submitted to binding arbitration in accordance with paragraphs 16A-F. Broker and Associate-Licensee, on behalf of him or herself and any assistants employed by Associate-Licensee, mutually agree to use confidential individual binding arbitration, instead of going to court, for any disputes or claims now in existence or that may exist in the future (i) that Associate-Licensee may have against Broker, his/her affiliates, and/or their current or former employees, and (ii) that Broker and/or his/her affiliates may have against Associate-Licensee, his/her affiliates, and/or their current or former employees. Such claims would include, without limitation, any concerning the initiation of the work relationship, the pay or other compensation for the work performed, breach of contract, expenses, any claims by Broker or Associate-Licensee for violations of applicable law or regulations, the decision by Broker or Associate-Licensee to end the assignment, any claims for conversion and/or breach of fiduciary duty, as well as any claims that arise from or relate to Broker's classification of Associate-Licensee as an independent contractor rather than an employee. Such claims do not include disputes or claims which either Broker or Associate-Licensee may have against a Broker client, customer or other brokerages, or vice versa, including cross claims between Broker or Associate-Licensee in conjunction with such disputes. This agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

B. Arbitration Rules: Each party shall bear his or her own attorney fees and costs, except that the arbitrator may award a party attorney fees or costs if such an award is authorized by an applicable law or contract.

C. Notice and Timing; Applicable Law; Findings: The aggrieved party must file and give written notice of any claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim. Otherwise, the claim shall be void and deemed waived. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the applicable state, or federal law, or both, as applicable to the claim(s) asserted. In the event of a dispute, the arbitrator shall decide which substantive laws shall apply. The arbitrator is authorized to award any remedy allowed by applicable law. The arbitrator shall issue a written and signed statement of the basis of his or her decision, including findings of fact and conclusions of law.

D. Class Action Waiver: Broker and Associate-Licensee agree that any and all claims pursued against each other will be on an individual basis, and not on behalf of or as a part of any purported class, collective, representative, or consolidated action. Both Broker and Associate-Licensee hereby waive their right to commence, become a party to or remain a participant in any group, representative, class, collective or hybrid class/collective or group action in any court, arbitration proceeding, or any other forum, against the other.

E. Confidentiality: Broker and Associate-Licensee agree that all proceedings before the arbitrator will remain confidential between the parties, including but not limited to any depositions, discovery, pleadings, exhibits, testimony, or award. The confidentiality will not apply to any court proceeding in which either party seeks to confirm, correct, or vacate an arbitration award.

F. Associate-Licensee Understands and Agrees to Arbitration and Class-Action Waiver. Associate-Licensee represents and warrants that he/she understands the meaning and effect of the arbitration and waiver agreements in this paragraph 16 and has been provided a reasonable time and opportunity to consult with legal counsel regarding this agreement to arbitrate. Associate-Licensee hereby agrees to the provisions of these paragraphs 16A-E.

A. "Listing" means an agreement with a property owner or other party to locate a buyer to a transaction involving real property, a mobile home, or other property or transaction which may be brokered by a real estate licensee, or an agreement with a party to locate or negotiate for any such property or transaction.

B. "Compensation" means compensation for acts requiring a real estate license, regardless of whether calculated as a percentage of transaction price, flat fee, hourly rate, or in any other manner.

C. "Transaction" means a sale of real property, a business opportunity, or a manufactured home, which may lawfully be brokered by a real estate licensee.

All prior agreements between the parties concerning their relationship as Broker and Associate-Licensee are incorporated in this Agreement, which constitutes the entire contract. Its terms are intended by the parties as a final and complete expression of their agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. This Agreement may not be amended, modified, altered, or changed except by a further agreement in writing executed by Broker and Associate-Licensee.