INDEPENDENT CONTRACTOR AGREEMENT

Transcription

1 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (Agreement) is made as of _ (Effective Date), between Realtors Property Resource, LLC, an Illinois limited liability company with its principal office at 430 N. Michigan Avenue, Chicago, Illinois, (RPR), and an individual residing at, Independent Contractor). RPR provides a database (RPR Website) of proprietary information on real property to members of the National Association of REALTORS (NAR). RPR desires to create awareness and increase adoption of the RPR Website, and will offer local in- market training opportunities to accomplish those objectives.rpr desires to retain the services of Independent Contractor to conduct such training classes; and Independent Contractor has the necessary skill and experience and is willing and able to perform the services described herein. In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I. Scope of Services.Independent Contractor is responsible for completing the Services set forth herein or otherwise required by RPRby the due dates indicated by RPR. Independent Contractor shall have the right to control and direct the means and methods of accomplishing said Services. a. Independent Contractor Orientation to RPR. Independent Contractor shall be responsible for becoming proficient in the RPR Website, which includes but is not limited to understanding the interactions of the databases and the business rules that apply to the RPR Website; proficiency with the RPR structure and any updates; and being informed about how real estate agents can utilize the RPR Website in working with their customers and clients. Independent Contractor Orientation includes but is not limited to understanding the following: i. Database structure; ii. Search and retrieval capabilities; iii. Current Output formats; iv. Report generation options; v. Geo- spatial database searching and retrieval; vi. Current databases in operation; vii. Scope of searching capabilities; viii. Web service capabilities; ix. Membership notification tools; and x. New user account setup procedures. Independent Contractor will be asked to respond to Q&A as a check to confirm he/she has established an acceptable expertise level prior to conducting classes that are part of the compensable Services. b. RPR Training Classes. Independent Contractor shall teach the RPR Training Classes using the outline and course curriculum provided by RPR and shall refrain from using any other material, including its own material, without the prior written consent of RPR. c. Independent Contractor shall work with RPR s Market Manager(s), VP of Programs and Events, and Commercial Services Manager to schedule and host RPR Training Classes at 1 Initials

2 local REALTOR associations, MLSs, brokerages, CIEs, Commercial Overlay Boards and other approved organizations ( Host Entity ). The specific terms of providing the classes are: i. The Host Entity will promote the availability of the class via usual means. ii. The Host Entity will provide the training facility, Internet service, and projection equipment at no cost to Independent Contractor or RPR. iii. Independent Contractor will provide their own laptop or tablet. iv. The Host Entity will take reservations for the RPR Training Class, collect names and addresses of those who register, and provide said list to Independent Contractor. v. Each RPR Training Class at a brokerage office must have a minimum of thirty(30) individuals pre- registered. RPR Training Classes at all other Host Entities must have a minimum of twenty (20) individuals pre- registered. vi. Independent Contractor will work with RPR to order and have printed, at RPR s expense, Getting Started Cards that shall be distributed at each RPR Training Class. vii. Within two (2) business days of scheduling a class, Independent Contractor will provide notice in the manner required by RPR. viii. Independent Contractor will work with the Host Entity to collect aroster of class attendees including names and addresses, and the roster will be provided the Market Manager electronically, either by the Host Entity or the Independent Contractor no later than submitting an invoice for services. ix. Independent Contractor will provide Course Effectiveness Surveys to each attendee, which will be collected by either the staff of the Host Entity or the Independent Contractor, and provided electronically to the Vice President of Training and Programs or the Market Manager no later than submitting an invoice for services. d. Acceptance of Services. RPR s acceptance of Independent Contractor s services as satisfactory requires Independent Contractor to receive an average total score of 51 or higher on the Course Effectiveness Survey which has been provided to Independent Contractor. 2. Compensation and Payment Terms. a. Fee. RPR shall pay Independent Contractor a fee in the amount of one hundred fifty dollars ($150.00) per RPR Training Class provided. Compensation is contingent upon RPR s approval of the Services as satisfactory. b. Expenses. Independent Contractor shall be reimbursed for mileage incurred pursuant to this Agreement, at the current standard mileage rate authorized by the IRS. No other expenses, including but not limited to other travel, transportation, and meals, are reimbursable unless Independent Contractor receives written approval from RPR prior to incurring such expense. c. Invoices. Once per month, Independent Contractor shall the RPR Vice President of Programs and Events an invoice that reflects the number of students registered and attended for each RPR Training Class taught during that month. RPR shall pay all undisputed amounts within thirty (30) days of receiving Independent Contractor s invoice. 3. Term and Termination. 2 Initials

3 a. Term. This Agreement shall automatically renew one year from the Effective Date, unless terminated pursuant to paragraph 3.b. b. Early Termination. i. With Cause. Either Party shall have the right to terminate this Agreement immediately upon written notice if the other Party breaches a material provision of this Agreement, provided that the non- breaching Party shall first give the breaching Party five (5) business days to cure said breach. In the event of such termination, the non- breaching Party shall have no further obligations to the breaching Party. ii. Without Cause. Either Party shall have the right to terminate this Agreement at any time, without cause, upon thirty (30) days written notice. In the event of such termination, Independent Contractor shall be entitled to reasonable compensation from RPR for all satisfactorily completed work and work in progress, if any, up to the date of termination and all documented and approved expenses incurred up to the date of termination. RPR shall have no further obligation under this Agreement to Independent Contractor. c. In the event of expiration or termination of this Agreement for any reason, Independent Contractor shall, within three (3) business days, return to RPR, in an orderly and organized fashion, any and all materials provided to Independent Contractor by RPR and any other materials developed by Independent Contractor pursuant to this Agreement to- date, whether or not in final form, including electronic as well as tangible materials. 4. Confidentiality. a. Confidential Information. Confidential Information means any and all technical or non- technical information related to the past, current or proposed operations, curriculum, products, technology, services and business of RPR which is disclosed or otherwise made available in any manner in the performance of this Agreement, whether disclosed orally, visually or through any tangible medium. Confidential Information includes, without limitation, patents, copyrights and works of authorship, trade secrets and proprietary information, data, techniques, know- how, processes, website designs, strategies, software programs and software source documents, customer lists, business forecasts, sales, and marketing plans and any other similar information or data. Confidential Information also includes any compilation or summary of information or data that contains or is based on Confidential Information. b. Use. Independent Contractor shall only use Confidential Information in connection with the Services performed under this Agreement. Independent Contractor agrees not to disclose or reveal any Confidential Information in any manner. Upon termination of this Agreement for any reason, Independent Contractor agrees to return all Confidential Information to RPR and to delete and destroy all electronic copies. Unless otherwise required by law or mutually agreed upon by the Parties, neither Party shall disclose to any other person the fact that Confidential Information has been made available or any specific terms or conditions with regard to this Agreement. 3 Initials

4 5. Ownership of Work. All materials and property produced or created by Independent Contractor pursuant to this Agreement, and all copyrights and other intellectual property rights therein, shall be owned exclusively by RPR. Independent Contractor may not produce or provide copies of said materials for any person or entity other than RPR without the express written permission of RPR. 6. Use of REALTOR Trademarks. Independent Contractor hereby acknowledges that the National Association of REALTORS (NAR) is the sole and exclusive owner of the trademark rights in the collective membership marks REALTOR, REALTORS, REALTOR- ASSOCIATE, and the REALTOR Logo (the Marks) and that NAR has permitted RPR to use the Marks pursuant to NAR s policies and guidelines. Independent Contractor shall endeavor to assure that the Marks are used only in accordance with the policies and guidelines of NAR relating to such use and, further, that such marks shall never be used interchangeably with "real estate agent" or "real estate broker" or "broker", or in any context which suggests that a person may be a REALTOR without reference to his membership status in NAR. The NAR policies and guidelines are located in the Membership Marks Manual available at 7. Independent Contractor. The relationship between RPR and Independent Contractor is that of an independent contractor and nothing contained in this Agreement shall create or imply an employment relationship or a joint venture or partnership between the parties. 8. Indemnification. Independent Contractor will indemnify and hold RPR harmless against any claims incurred by RPR arising out of or in conjunction with Independent Contractor s performance of this Agreement, as well as all reasonable costs, expenses, and attorneys fees incurred therein. 9. Notices. All notices provided for under this Agreement shall be in writing and shall be sufficient if sent by certified mail or overnight courier to the listed addresses of the parties contained in this Agreement, or to such other addresses as shall be designated in writing to the other party. 10. Governing Law. The laws of the State of Illinois shall govern the interpretation and construction of this Agreement. Any disputes under this Agreement may be brought in the state courts and the Federal Courts located in Cook County, Illinois, and the Parties hereby consent to the personal jurisdiction and venue of these courts. 11. Entire Agreement. This Agreement represents the entire understanding of the parties and supersedes all written and oral agreements or representations relative to the subject matter involved. No modification of this Agreement shall be binding unless agreed to in writing by the parties. This Agreement may be executed in one or more counterparts each of which will be deemed an original but all of which, when taken together, will constitute one and the same instrument. A copy executed by facsimile or electronic signature shall be deemed an original. By signing below, the Parties do hereby enter into this Agreement and certify that entering into this Agreement is not in violation of any other contract or obligation of the Party. Realtors Property Resource,LLC INDEPENDENT CONTRACTOR Name: Karen L. France Title: Vice President of Training & Programs Date: _ Name: Title: Date: 4 Initials

5 Course Effectiveness Survey Please score each of the criteria below by providing a number from 1 to 10 (1 being the lowest, 10 being the highest). Overall value of the course Effectiveness of the instructor s presentation Instructor s grasp and understanding of the subject matter Instructor s ability to present the content in a logical and understandable way Instructor s ability to respond to questions Instructor s ability to demonstrate the RPR system effectively Instructor s ability to present effectively within the allotted timeframe (start/stop on time) Do you have any recommendations for future RPR courses? _ 5 Initials