1
U.S. SALES REPRESENTATIVE AGREEMENT
between
______
(EXIT ASSOCIATE)
and
EXIT REAL ESTATE PROFESSIONALS
3124 S. Regal, Suite 201 Spokane, WA 99223
1
______
Initials
U.S. Sales Representative Contract
11.15.04
1
TABLE OF CONTENTS
EXIT Sales Representative Agreement:
1. Independent Contractor Status...... 2
2. Responsibilities...... 2
3. Remuneration...... 4
4. Term/Termination...... 5
5. The EXIT Formula...... 5
6. Personal Expenses...... 5
7. EXIT Responsibilities...... 5
8. Liability and Indemnification...... 6
9. Dispute Resolution...... 6
10. Trademark Use Privilege...... 7
11. Restrictions on Subsequent Business Activity...... 7
12. Miscellaneous Provisions...... 8
Attachments:
Schedule 1 – Exit Formula……………………………………………………………………………….10
Schedule 2 – Pro-Rated Qualification Chart…………………………………………………………… 18
Schedule 3 – Policy & Procedures Manual…………………………………………………………….. 19
Schedule 4 –Sales Representative Agreement Renewal Form……………………………………… 47
Do Not Call Memo………………………………………………………………………………………….48
Exit Shares………………………………………………………………………………………………….49
Authorization to Charge Credit Card for AR’s ………………………………………………………… 50
EXIT SALES REPRESENTATIVE AGREEMENT
THIS AGREEMENT is to be effective the ______day of ______20____, and is made and entered into this ______day of ______, 20____, by and between EXIT Real Estate Professionals, located at3124 S. Regal, Suite 201, Spokane, WA 99223, (hereinafter “EXIT”) and ____________, (hereinafter “Sales Representative”) residing
at ______.
WHEREAS EXIT is an independently owned and operated franchise of EXIT Realty of Washington (hereinafter “Subfranchisor”) and is operating as a real estate brokerage business in this state at the above address; and
WHEREAS Sales Representative has been issued a real estate (Salesperson’s/Broker’s) license by this state and is desirous of receiving the services, facilities, programs, and opportunities offered by EXIT;
NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement, it is agreed as follows:
1. INDEPENDENT CONTRACTOR STATUS
Sales Representative is retained by EXIT as an independent contractor.
The Sales Representative shall devote to EXIT such portion of Representative’s time, energy, effort and skill as Representative sees fit and to establish Representative’s own endeavors. The Sales Representative shall not have mandatory duties or responsibilities except those required by state law and those specifically outlined in this Agreement. Nothing contained in this Agreement shall be regarded as creating any relationship such as joint venture, partnership or shareholder between EXIT and Sales Representative.
Sales Representative acknowledges that as an independent contractor (non-employee) affiliated with EXIT, Sales Representative is responsible for the payment of all representative’s own federal income taxes and representative’s own self-employment taxes (FICA) together with any and all corresponding state, county and local taxes, if any, and Sales Representative hereby agrees to meet such responsibilities. Sales Representative hereby waives any claims Representative has or may have against EXIT now or in the future respecting such taxes or the right of EXIT to withhold, pay or contribute to such taxes on behalf of Sales Representative.
2. RESPONSIBILITES
a)Sales Representative shall obtain listings and/or other real estate related service contracts, solicit purchasers and/or lessees for all types of interest in and to real estate or for related services. Sales Representative agrees that any and all listings of real estate or of any interest in real estate and all other real estate related service contracts approved by EXIT shall be taken in the name of EXIT. The listings and other real estate related service contracts shall be submitted by Sales Representative to EXIT immediately, and shall become and remain the exclusive property of EXIT.
b)Sales Representative acknowledges that all listings and all other real estate related service contracts taken on behalf of the company permit cooperation with all other Sales Representatives of EXIT.
c)Sales Representative shall assure that all fees earned in connection with the sale, lease or rental of real estate and any interest therein or service in relation thereto are made payable to EXIT. The fees may be jointly shared by Sales Representative with one or more sales representatives under contract with EXIT or with one or more cooperating real estate sales representatives or brokers not associated with EXIT as those parties may agree, provided, however, that Sales Representative shall promptly notify EXIT of the terms of such sharing arrangements. All payment of referral fees and shares of commission shall be made to EXIT for monies withheld for that purpose from commissions received by EXIT.
d)Sales Representative shall be responsible for all his or her personal expenses, included but not limited to automobile, travel, disability insurance and other insurance, entertainment, food, lodging, license fees and dues, all income taxes, self-employment taxes, which result or may result from being licensed, engaged in the real estate business and/or associated with EXIT.
e)Sales Representative shall comply with all laws, rules and regulations relating to real estate brokerage.
f)Sales Representative need only devote such portion of Representative’s time and energy as Representative deems appropriate to the furtherance of Representative’s real estate career. However, the amount of time and energy so expended by the Sales Representative shall not alter or in any way reduce the fees and/or charges for costs and expenses to be paid EXIT pursuant to the terms of this Agreement.
g)Sales Representative shall abide by the quality controls and safeguards established or enacted by EXIT for the benefit of the EXIT System. Sales Representative agrees to do everything possible and required to protect and maintain the highest ethical standards in the conduct of Representative’s real estate business. The Sales Representative shall maintain Representative’s personal appearance and the appearance of Representative’s office in a clean and orderly manner. The Sales Representative shall provide dependable, efficient, courteous, high quality and professional real estate services to the public, of the same high quality and integrity as other brokers and sales representatives affiliated with the EXIT organization (hereinafter “EXIT Sales Representatives”), in order to create and maintain goodwill among the public for the entire EXIT System on an international basis. In this regard, Sales Representative further agrees to strictly observe the most current operating procedures established by EXIT and policy directives pertaining to EXIT Sales Representatives from time to time approved or promulgated by Subfranchisor for its domestic and international franchised operations. The Sales Representative acknowledges that Representative’s agreement to adhere to such procedures and policy directives is a material consideration for the execution of this Agreement by EXIT. EXIT’s Policies and Procedures Manual is attached hereto as Schedule 3 to this agreement.
h)At all times, Sales Representative shall act under a duty of loyalty in support and in furtherance of the EXIT System and shall maintain a proper attitude toward the public, EXIT and EXIT Sales Representatives. Sales Representative shall not engage in any acts or activities that may disrupt or discredit the EXIT System, its operations or Representative’s office, or that may detract from or tend to undermine the growth of the EXIT organization, including without limitation any acts in furtherance of non-EXIT real estate business or the establishment of, or the taking of, an investment or ownership interest in a non-EXIT real estate business or real estate related activities, including without limitation mortgage, insurance operations, or the recruiting of any EXIT sales representatives for any existing or future non-EXIT real estate business which does or may compete with the EXIT organization.
i)The Sales Representative shall maintain a valid real estate broker’s or sales representative’s license under state law as well as membership in good standing in the local Association of Realtors having jurisdiction over the office location of EXIT. Sales Representative shall abide by all of the rules and regulations of each local Multiple Listing Service (MLS) in which EXIT participates.
j)Sales Representative shall follow all procedures and use all disclosure statements, business contracts and other forms prescribed by EXIT as part of any program to effect loss control or claims avoidance or reduce insurance premiums.
k)Sales Representative shall exercise best efforts to acquire, at Sales Representative’s own expense, the following:
i)automobile liability insurance to cover business use of Sales Representative’s vehicle (which coverage may be added by Sales Representative to his or her existing automobile insurance policy) in the face amount of at least one million ($1,000,000.00) dollars combined single limit of liability; or bodily injury liability insurance having limits of at least two hundred and fifty thousand ($250,000.00) dollars for any one person and five hundred thousand ($500,000.00) dollars for more than one person arising of out a single accident.
ii)errors and omission coverage in an amount of at least one million ($1,000,000.00) dollars. The insurance shall be structured to protect the Sales Representative against any liability which may arise in connection with the operation of his or her business as a real estate sales representative. The Sales Representative hereby agrees to participate in errors and omission insurance whenever facilitated as group coverage by EXIT and to maintain at Representative’s expense such coverage.
l)All checks or cash received by Sales Representative relating, directly or indirectly, to Sales Representative’s responsibilities under this Agreement shall immediately be turned over and delivered to EXIT and Sales Representative shall, in no circumstances, endorse or negotiate on behalf of EXIT, any such check or instrument.
m)Sales Representative shall abide by all national, state and local laws governing real estate transactions and the rules of ethical conduct established by the National Association of Realtors, local Association of Realtors, and any other real estate associations having jurisdiction over Sales Representative.
3. REMUNERATION
a)Sales Representative will be paid at the EXIT standard commission rate of 70% on the
first $100,000 of gross commission and 100% of the balance per calendar year, pro-
rated in the first year in accordance with the Pro-Rate Chart attached hereto as Schedule 2.
b)EXIT hereby declares that any monies received on account of commission by the Broker
from any trade in real state conducted on behalf of the Broker by the Sales
Representative, shall be held by EXIT in trust and EXIT shall disperse in a timely fashion
directly from its Commission Trust Account (subject to any direction pursuant to
paragraph 3(d) hereof) to the Sales Representative in connection with the Transaction
Record Sheet.
c)EXIT shall not pledge any portion of the Commission Funds held on behalf of the Sales
Representative as collateral for any loan or use said amount for any other personal or
corporate reason without the express written consent of the Sales Representative.
d)The Sales Representative hereby irrevocably directs EXIT to deduct from any
commissions payable to the Sales Representative, the amount of any indebtedness
owned to EXIT as outlined in this Agreement.
4. TERM/TERMINATION
a)Except as otherwise provided, the term of Agreement shall be for a period of one (1) year from the date first written above. The Agreement will be automatically renewed for further periods of one (1) year unless terminated in writing by one party or another at least sixty (60) days before the end of the term in effect. Upon renewal the Renewal Form attached as Schedule 4 to this agreement shall be completed by both parties.
b)Either party may terminate this Agreement without cause on giving not less than thirty (30) days written notice to the other party.
c)If Sales Representative fails to conduct Representative’s business in accordance with the terms of this Agreement, this will be considered reasonable cause for EXIT to terminate this Agreement immediately.
d)If this Agreement is terminated before an agreement from which Sales Representative is otherwise entitled to a commission is closed, EXIT may deduct fifty percent (50%) of the commission which would have otherwise have been payable to Sales Representative out of such transaction for services rendered by EXIT to complete the transaction.
5. THE EXIT FORMULA
See Schedule 1 attached to and incorporated into this Agreement. It is understood that the
EXIT Sponsoring Bonus Program is not available unless the Sales Representative/Broker has
duly signed the EXIT Sales Representative Agreement.
6. PERSONAL EXPENSES
In addition to the services and materials provided by EXIT to all EXIT Sales Representatives, Sales Representative may utilize certain additional services and materials which include, but are not limited to, long distance telephone and telecommunication services; copying and reproduction services, advertising and promotional brochures; personalized stationery; postage; yard signs for his or her listings; rental of calculating, accounting, or bookkeeping equipment; and other services and materials as made available by EXIT at such rates and on such terms as EXIT shall establish. EXIT shall give Sales Representative a statement of expenses for such additional or optional services, which Sales Representative shall immediately pay.
7. EXIT RESPONSIBILITIES
a)EXIT agrees that in consideration of the fees and/or royalties and expenses to be paid by Sales Representative, it shall make available to Sales Representative, on a non-exclusive basis, an office or desk space, and a reception area, together with telephone and other communication means.
b)EXIT shall submit to Sales Representative a monthly statement reflecting Sales Representative’s portion of the expenses, fees and/or royalties and financial obligations set forth in this Agreement.
c)EXIT shall exercise its best efforts to maintain participation in local Multiple Listing Service (MLS), if any, serving the market area of EXIT and submit to such MLS all listings and any other real estate service contracts involving Sales Representative which may be required to be submitted by the rules and regulations of the MLS.
d)EXIT shall receive any monies from the Sales Representative for the Real Estate Association fees, dues or assessments or for personal tax remittance, in trust, and remit said monies on the Sales Representative’s behalf in a timely fashion by issuing a check to the Association or taxation department for the entire amount collected on behalf of or from the Sales Representative.
8. LIABILITY AND INDEMNIFICATION
EXIT shall not be liable to Sales Representative for any expenses incurred by Representative, nor shall Sales Representative have authority to bind EXIT by any promise or representation, unless specifically authorized in advance and in writing by EXIT. From time to time, claims, complaints or litigation involving EXIT and/or its officers may arise directly from the activities of Sales Representative. In such cases, Sales Representative agrees to pay all damages, costs and expenses, including but not limited to the full amount of any errors and omissions insurance deductible assessed against or incurred by EXIT and/or its officers in defending or satisfying any claim or judgment against EXIT and/or its officers because of Sales Representative’s activities, even if such claim or judgment is brought or filed subsequent to the expiration or termination of this Agreement. Further, Sales Representative agrees to pay all reasonable attorneys’ fees, costs and any other out-of-pocket expenses incurred by EXIT or its officers that arise from Sales Representative’s activities. EXIT agrees to work closely with Sales Representative to keep such expenses at a minimum, but EXIT and its officers reserve the right to select the attorneys and reserve the right to settle or defend any such complaint, claim or litigation in any manner or on any terms EXIT, in its sole discretion, deems appropriate. Sales Representative shall indemnify and hold harmless EXIT and its officers from all settlement costs, damages, fines, levies, suits, proceedings, claims, actions or causes of action of any kind and of whatsoever nature, including but not limited to all costs, court costs, litigation expenses and reasonable attorney(s)’ fees arising from, growing out of, or incurred in connection with or incidental to Sales Representative’s activities in real estate. Maintenance of any insurance required by this Agreement shall not relieve Sales Representative of liability under this section.
9. DISPUTE RESOLUTION
a)Sales Representative shall promptly report to the duly designated “business relations advisor” (Broker/Owner or office manager or other person designated by EXIT to field such potential claims) all problems, complaints and other circumstances which may lead to claims, disputes or controversies. Sales Representative agrees that any failure on his or her part to promptly report such problems, complaints or other circumstances, or any failure to cooperate fully with EXIT in satisfaction of this section, shall be grounds for termination by EXIT, immediately and without prior notice, of this Agreement. In the event of termination under this section, EXIT shall have the right, in addition to other remedies it may have against Sales Representative, to withhold commissions due or that become due Sales Representative, to offset the costs, attorneys’ fees and liability, if any, assessed against EXIT as a result of any problem, complaint or circumstance that was not timely reported.
b)Sales Representative shall cooperate with EXIT by supporting and fully participating in all efforts to resolve any problem or complaint through mediation and/or arbitration.
c)EXIT shall provide management support to assist Sales Representative in the resolution of problems arising out of Representative’s real estate related activities.
10. TRADEMARK USE PRIVILEGE
a)EXIT hereby authorizes Sales Representative to use on Representative’s business cards, letterhead, yard signs and other real estate materials approved by EXIT, the following marks of EXIT:
EXITREAL ESTATE PROFESSIONALS
b)Sales Representative’s privilege to use such marks, and the privilege to use EXIT yard signs, “SOLD” signs, business cards, promotional material, letterhead, and any other item which bears such marks or bears any other distinguishing characteristic of the EXIT organization, is expressly made contingent upon:
i)Sales Representative’s observance of and adherence to the standards of proper use and guidelines promulgated and from time to time amended only by Franchisor;