ERA Key Realty Services BROKER-SALESPERSON CONTRACT

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1 1. Parties & Purposes 1.1 Parties. The parties to this agreement are, a licensed Real Estate Agent, hereinafter referred to as Salesperson, and ERA Key Realty Services, hereinafter referred to as Broker. 1.2 Purpose. It is the purpose of this agreement to authorize Salesperson to perform the services and functions stated herein under the terms and conditions provided for herein. 2. Services 2.1 Nature of Services. Salesperson shall provide the services of a licensed real estate salesperson including working with buyers and sellers of real estate for the purpose of negotiating the sale of real property. Duties are to be performed at the discretion of the Salesperson and may include, but are not limited to, calling buyers, matching buyers to property for sale, showing property, writing offers, negotiating sales. They may also include follow-through until closing, putting up and removing real estate signs, taking Listing Agreements, analyzing prices of properties for sale, performing marketing functions including addressing mailers, etc. 2.2 Independent Contractor Status. It is the intention of all parties that Salesperson is an Independent Contractor and shall not be paid according to the hours worked but rather, shall be paid for the services performed as a licensed real estate salesperson. Salesperson may engage in any other business activity during the term of this agreement except as specifically forbidden herein, and Salesperson s schedule, hours of work, time off, vacation and efforts shall be determined by Salesperson, and Broker shall have no right of control over same. Salesperson shall retain sole and absolute discretion and judgment as to the manner and method of performing the services, subject only to applicable laws and regulations and Broker s right to terminate this agreement as provided herein. It is the explicit intention of this agreement that Salesperson shall not be considered an employee of Broker (for federal tax purposes or for any other purpose) and Broker shall not be considered an employer of Salesperson. The Salesperson further understands that others will be recruited to perform the same services as Salesperson and Salesperson does not have an exclusive contract to perform the services and that Broker is actively attempting to procure sales and listings for the same areas as Salesperson: therefore, Salesperson agrees to keep in constant contact with Broker with regard to the availability of the prospects for which Salesperson is attempting to negotiate agreements and sales. 3. Duration of this Agreement This agreement shall take effect as of July 1, This shall replace and supersede all previous contracts between the parties. This contract shall remain in effect until/unless replaced by a new contract. This contract may be amended in writing, with notice periodically. This agreement is also subject to termination or cancellation in the manner set forth in Paragraph 7 of this agreement. This contract replaces and suspends all previous contracts between the parties. 4. Compensation 4.1 Compensation Schedule. Broker agrees to pay Salesperson in the manner and the amounts prescribed in Schedule A attached hereto and incorporated herein by this reference. Compensation shall be considered earned only when collected by Broker. Salesperson s only remuneration shall be Salesperson s share of the commission paid by the party for whom the service was performed. 4.2 Advances. In no event shall Salesperson be entitled to any advance or payment from Broker upon future commissions. 4.3 Timing of Compensation. Commissions will be paid within 48 hours of receipt of all of the commission due using business days. Electronic automated transfers of funds to your account are available. Page 1 of 7

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6 5. Expenses 5.1 Broker Expenses. Broker shall provide an office location of Broker s choice from which Salesperson may perform the services and shall provide necessary forms and contracts. Broker will, when Salesperson population warrants, place support staff in the office to assist and enable the processing of listings and the closings of sales as well as to provide marketing services for office, salespersons and listings Marketing/Mailings. Broker will pay up to $90 for postage per Salesperson per month for direct mail advertising (eg. to your sphere of influence, past buyers, a neighborhood, etc). This money cannot be used for other purposes. Broker will also provide first class postage for any and all course of business mailings. Broker will not pay for overnight express, but it can be arranged through the office and you will be back billed for any overnight charges. Broker shall provide letterhead and envelopes for all course of business correspondence. Salesperson may purchase quantities when using them for direct mail campaigns Advertising/Marketing. Broker shall advertise/market office listings, rental listings, and open houses at broker s expense and at the brokers sole discretion. Our goal is to create viable leads for agents to work and to effectively market the property of our clients. All marketing will be done based upon market research and consumer trends in searching for real estate. The company is committed to utilizing the most effective means of advertising available. Current trends strongly indicate the effectiveness of online or web based advertising, direct agent marketing and signage as critical elements of an effective marketing plan. Online marketing requires the effective use of digital photography and virtual tours. Agent assistance in providing measurable feedback is critical in developing effective marketing strategies. This includes the logging of inquiries that come into our offices, tracking and sourcing Open House traffic and providing accurate sourcing of buyer and seller clients. Agents handling office inquiries agree to maintain a strong up to date knowledge of the offices inventory of property. Agents can place their own advertising for personal promotion at their own expense. Broker will reimburse the Salesperson 25% of the cost of any additional print advertising undertaken for advertising agent s listings provided the company name and logo are prominently displayed. Such advertising must be approved by their office manager and must meet state licensing and franchise requirements regarding the display of the brokerage name and franchise logo. Broker has no responsibility to advertise properties that are not viable in the marketplace. This includes property that is not competitively priced Supplies & Equipment. Office copy machines for black and white copies and fax machines are provided for use at Broker s Expense. All Production of numerous copies (50+) for direct mail campaigns or for other purposes should be done by outside printers at Salesperson s expense. Telephones and telephone service is provided by the Broker without the use of special codes to track outbound calls made. You may use the phones at any time for any business purpose. We are billed for all calls, local and long distance. Please keep this in mind and use the phones prudently. Digital cameras have been provided to each office for Salesperson s use Lock Boxes & Signs. Lock boxes and signs will be provided at Broker s expense and will remain the property of the Broker. Broker shall also pay for the installation and removal of all signs within the sign territory as outlined on the extranet pictorial under the sign request hyperlink. Outside the installation territory, step-in sign frames and panels will be provided at Broker s expense for agent to install at listing appointment. At the conclusion of the listing period or the closing of a listing sold, the agent shall be responsible for the removal of the lock box and the sign removal request. Page 2 of 7

7 5.1.5 Technology. Based on the number of Salespersons in any given facility, the Broker will provide computer(s) for Salesperson access to MLS, the Internet, printing capabilities and word processing/spreadsheet programs. In office locations where networking is available, the Broker shall maintain the network system and will provide, at Broker s cost, the initial connection for agent s computer to the network. If Salesperson wishes to connect their personal computer to the office network, Salesperson shall be responsible for purchasing any hardware required, installation of hardware and Salesperson will be responsible for any service to their personal computer necessary after initial connection has been established. Salesperson will purchase and maintain anti-virus software for their personal computers used on the company network. Broker has paid to create, host and maintain a company web site (ERAKey.com) for all to link to and to further promote the Company and Salesperson. Broker has paid for auto-enhancement for all company listings on Realtor.com. Agent may pay a discounted fee for Realtor.com further enhancement and lead receipt Errors & Omissions, Law suits, Complaints. Broker shall pay for all Errors and Omissions Insurance to cover the office and the Salespersons in the offices. Expenses for suits that are settled and paid out shall be shared with the Salesperson based on the Salesperson s split-level. Salesperson understands that in the event of a lawsuit ERA Key Realty Services will evaluate the suit with counsel and based on the recommendations of such counsel, may conclude that a settlement is the best possible solution. Salesperson agrees to follow the advice of legal counsel and the Broker and pay his/her share of the settlement as outlined here. Agent furthermore agrees to remain active in the resolution process and comply with any activities required by Broker to resolve the complaint or suit. 5.2 Salesperson Expenses. Salesperson expenses shall include, but is not limited to the following: Board of Realtor Membership Dues Lock Box Keypad Annual fee Credit Reports ordered Software for personal computers Pagers and paging services Business Cards Name Badges & Career Apparel Home office expenses Continuing Education Expenses MLS PIN Quarterly Access Fees Fed X or Overnight Costs Personal Lap top or desk top computers Cellular Telephones and Service Personal Voice Mail Boxes ($12.50/mo) Personal Promotion Photos Sign riders and personalized directionals Meals and Entertainment for clients Convention & Seminar Expenses Automobile expenses (fuel, insurance, payments, tolls, etc) Life, Health, Disability and other personal insurance Mailings and marketing pieces Broker provides, at Broker s expense, a marketing administrator and staff for all to access. They are available for assistance in the creation, layout, coordination and execution of mailings and marketing pieces. However, the actual cost of reproduction of these pieces (copying, stock, etc) is Salesperson s cost. All color copies are billed to the agents monthly at a cost of 10 cents per color side. Salesperson expenses paid by the Broker will be deducted from commission checks. In no event shall Salesperson expenses go unpaid for a period in excess of 60 days. 5.3 Shared Expenses. In the event that an agent offers compensation to a seller or buyer for any reason (home inspection, preclosing issues, etc ), ERA Key Realty Services may agree to share in the expense providing the agent has obtained consent from the branch manager in advance and that the extension of such compensation is a sound business decision. Page 3 of 7

8 6. Requirements. 6.1 Ethical and Professional Performance. Salesperson shall perform the duties in an ethical, honest, truthful and professional manner. Salesperson shall not make derogatory statements about other agents or real estate firms or discriminate based on race, age, sex, religion, national origin or other basis forbidden by law. Salesperson agrees to subscribe to and follow the REALTOR Code of Ethics as outlined in Addendum B REALTOR Code of Ethics, attached. Salesperson shall also maintain a professional appearance at all times as they are a representative of ERA Key Realty Services and the Real Estate industry. Upon making a decision to sell, Salesperson shall also support his/her industry by listing any of their properties owned in the Multiple Listing Service - attracting all the buyers available and obtaining the best price. 6.2 Monies Received. Salesperson agrees not to accept cash on behalf of Broker, only to accept checks made payable to the appropriate company or Broker, which the Salesperson shall immediately forward to Broker. In NO event shall any deposit checks be held by a Salesperson. 6.3 License. Salesperson and Broker both shall maintain, at their own expense, the appropriate Real Estate license and all licenses required by the Board of Registration of the Commonwealth of Massachusetts or the Commonwealth of Rhode Island to perform the functions and duties contained herein. Each time the renewal period has expired, the Salesperson agrees to furnish a new copy of their license to Broker. 6.4 Marketing and Advertising. Our ERA Franchise Systems agreement and State Licensing Law require certain minimum standards for Real Estate advertising and marketing. Due to these requirements, personal agent advertising or marketing (in print or on the internet) must be executed within some standards. The ERA Logo and the company name (ERA Key Realty Services) must be prominent on the front of the advertising or promotional materials. The Logo may not be modified in any way, shape or form and the company name should be the complete name no abbreviations are acceptable. Any marketing materials shall be proofed by the office manager prior to production. 6.5 Education. Salesperson shall be responsible for completing the state required continuing education units and the mandatory Ethics Training that is required to be completed by Dec 31, Upon completion of continuing education, every two years, Salesperson agrees to provide a copy of proof of education to Broker or Manager for the company records. 6.6 Divulging Information. In consideration of compensation, Salesperson agrees not to divulge to any other person or entity, write a book, manual, give seminars or provide any other method of distribution the future plans of the Broker and further agrees not to divulge what is done to create buyers and sellers, private phone conversations, or any other information unique to Broker and methods of operation. 6.7 Compliance with Laws. Salesperson agrees to abide by and comply with all laws and regulations of state, federal, county and city governments and any other applicable regulator. 6.8 Commission Standards. ERA Key Realty Services is a full service brokerage. We offer full representation and service packages to our sellers and buyers. Commissions for listing a property shall be no less than 5% with no less than a 2.5% co-broke offered in MLS. Commissions for buyer representation shall be contracted with buyer at no less than 2.5%. Exceptions to this policy need to be approved by the branch manager prior to execution of the buyer or listing contract. If offer of compensation for buyer transaction is offered at less than 2.5%, ERA Key agent will attempt to negotiate a 2.5% commission through the use of the Buyer s Addendum for Compensation within the Offer to Purchase (providing a Buyer Representation Contract has been signed). 6.9 Standard of Production. The Salespersons and Broker of ERA Key Realty Services have a commitment to quality. In order to continuously provide the best support and most innovative services, each salesperson operating in full time capacity (occupying office desk space and 1 st priority for the up time/opportunity time schedule) must maintain a minimum level of $1,000,000 in sales production (or 4 transactions) in each year after their first year with the company Standard of Quality Service. Salesperson understands that randomly or on a regular basis, calls placed and/or accepted on office lines may be recorded for quality assurance Office Policies. Salesperson agrees to abide by the office policies set forth in their individual branches policy manual. (See addendum C attached). Page 4 of 7

9 7. Termination 7.1 Conditions for Termination. This agreement may be terminated for any reason with or without cause upon a one-(1) day written notice by either party. 7.2 Compensation upon Termination. The only compensation payable to Salesperson after termination by either party is compensation payable at the time of termination for sales already negotiated where an Agreement of Sale was executed, prior to the date of termination. These sales shall be compensated at the split-level that applied when the sale or listing sold was put under contract by the Salesperson. It is expressly agreed that no compensation will be payable for any sales obtained after the date of termination, whether they be sales of properties listed by Salesperson or sales made to buyers which Salesperson had previously worked with. It is understood and agreed that no listing compensation will be paid on outstanding listings obtained by Salesperson at the time of termination. If necessary, Broker shall make arrangements with another Salesperson in the organization to perform the required work, and the Salesperson assigned shall be compensated for completing the details of said transactions and such compensation shall be deducted from the terminated Salesperson s compensation. 7.3 Disposition of Listings/Buyer Prospects upon Termination Listings By law, the listings that a Salesperson take are, in actuality, the Broker s listings. However, the Broker realizes that most Sellers and Buyers choose a company because of the Salesperson. Upon termination, Broker will contact each Seller currently listed with the Salesperson and offer the Seller the ability to go to the Salesperson s new Real Estate firm (if Salesperson is transferring to another office) or stay with ERA Key Realty Services. If the Seller chooses to go with the Salesperson to the new company, release shall be conditional upon Salesperson and Salesperson s new firm paying ERA Key Realty Services a referral fee of 25% upon the sale of the property. Relocation listings must be turned back to the relocation department for reassignment upon agent termination. If the Salesperson is relocating out of the area or leaving this profession, the Salesperson may designate a new Salesperson within the office to represent his/her Sellers and arrangements for compensation will be agreed upon in writing Company Generated Buyer Prospects (not under contract yet) Relocation Department generated buyers must be turned back to the relocation department for re-assignment upon agent termination. Agent understands that no payment will be made upon termination for these leads. Other company generated Buyer leads (including e-leads), release of these leads shall be conditional upon Salesperson and Salesperson s new firm paying ERA Key Realty Services a referral fee of 40% upon purchase of a property by the buyer. If the Salesperson is relocating out of the area or leaving this profession, the Salesperson may designate a new Salesperson within the office to represent his/her Buyers and arrangements for compensation will be agreed upon in writing. 7.4 Disposition of Company Generated Leads (Listings or Buyers) upon Termination Any leads supplied to the agent by ERA Key Realty Services via the E-Lead Dept. or the Relo Dept. belong to ERA Key Realty Services. The Broker shall reassign any of these leads to the Salesperson of the Branch Manager s choice. 7.5 Death of Salesperson. In the event of Salesperson s death during the term of this agreement, the agreement shall terminate immediately and Salesperson s legal representative (or any party designated by Salesperson in writing, including by will) shall be entitled to receive the compensation due to Salesperson for services pursuant to this agreement, up to the date of the Salesperson s death. 7.6 Payment to Broker. Should Broker, or Broker s designee be required to perform the services of the Salesperson for any period of time, due to a termination which is later remedied, Salesperson shall pay to Broker the costs and expenses which were incurred. 7.7 Outstanding Debts Owed to Broker. Any expenses owed to the Broker for services or expenses paid by the Broker on behalf of the Salesperson prior to termination for any reason shall be deducted from any outstanding commissions due to Salesperson. It is also agreed and understood that any Salesperson debts remaining, after deduction from commissions due, shall be paid by Salesperson within 30 days of termination. 7.8 Current or Subsequent Lawsuits and/or Complaints. If there is a current or subsequent lawsuit which involves the agent herein, paragraph shall survive the termination. 8. Waiver The waiver of any breach of any provision of this agreement (by either party) shall not operate as or be construed to be a waiver of any subsequent breach. Page 5 of 7

10 9. Arbitration Any controversy, claim or dispute arising from, or related to, this agreement shall be determined by arbitration in the Commonwealth of Massachusetts, in accordance with the rules then in effect of the American Arbitration Association. Judgement upon any such determination or award may be entered in any Court of competent jurisdiction. 10. Representations and Warranties of Salesperson Ability to Provide Services. Salesperson herein states that he has sufficient capital to provide the services and a willingness to work hard. Salesperson further states he possesses sufficient knowledge and experience regarding real estate in Massachusetts to determine market values, assist in arranging financing, estimating closing costs for buyers and sellers, and assist buyers and sellers with closing procedures. Alternatively, should Salesperson not have aforementioned knowledge, Salesperson agrees to attend training sessions as prescribed by Broker and to follow the direction of the Broker in order to obtain the necessary knowledge and familiarity. Salesperson is familiar with applicable law including administrative regulations applicable to a real estate license operating in the state Legal Advice. Salesperson has had a full and complete opportunity to consult with his/her own legal counsel with a copy of this agreement. Salesperson hereby states he/she completely understands and agrees to all aspects of this agreement No Action Pending. Salesperson herein states and warrants he has no action pending against him for any administrative, criminal, or material civil action (or a significant number of civil actions irrespective of materiality) alleging a violation of any sales and listings law, fraud, embezzlement, fraudulent conversation, restraint of trade, unfair or deceptive practices, misappropriation of property or comparable allegations No Felony Convictions. Sales person herein states he has not, during the ten year period immediately preceding the date shown below, been convicted of a felony or pleaded nolo contendere to a felony charge or been held liable in a civil action by final judgement, or been the subject of a material complaint or other legal proceeding if such felony, civil action, complaint or other legal proceeding involved violation of any sales and listing laws, fraud, embezzlement, fraudulent conversation, restraint of trade, unfair or deceptive practices, misappropriation of property or comparable allegations No Restrictive Order. Salesperson herein states that he is not subject to any currently effective or restrictive order or decree, nor does any state or local real estate regulatory body or any Board of Realtors hold him subject to any disciplinary proceedings No Projections or Promises. Salesperson states that no projections or promises were made (in writing or verbally) regarding his possible income or profitability. 11. Assignment The rights and benefits of Broker under this agreement shall be transferable upon merger, consolidation, or other transfer by Broker. 12. Liability and Indemnity It is agreed that Salesperson shall have no authority to bind Broker by any promise, representation, debt or obligation. Salesperson agrees to hold Broker harmless from any liability incurred by Salesperson including, but not limited to, business debts and obligations of any kind, liability from transportation, etc., whether or not such claimed liability becomes the subject of litigation. Salesperson shall indemnify and save Broker harmless for any such act, omission, contract, debt, or obligation of Salesperson. Salesperson agrees to pay all damages, legal fees, travel expenses, and any other expenses incurred by Broker for Salesperson s violation of any part of this agreement or arising from the unauthorized acts or omissions of Salesperson. Page 6 of 7

11 13. Miscellaneous 13.1 Place of Business. Broker and Salesperson agree that this agreement is entered into in the Commonwealth of Massachusetts. Said state shall be the location of any arbitration or claim litigated in court Headings and Captions. Headings and captions of paragraphs herein are provided for reference purposes only and in the event of any dispute regarding interpretation of this agreement, the headings and captions shall be disregarded and shall not be deemed part of the agreement Amendment and Modification. This agreement in writing may be amended or modified only by a subsequent written agreement signed by both parties and may not be modified or amended by any oral agreement whatsoever. The complete agreement of the parties hereto is stated in this document and on the Schedules and Exhibits hereto. All prior negotiations, discussions, agreements and understandings that are inconsistent with the specific written items of this agreement shall be deemed to have no force or effect. WHEREFORE: I have read, understand and agree to the Broker-Salesperson Contract and Addendum A Commission and Profit Sharing Schedule attached, I set my hand and seal this Day of 200. Salesperson Bruce A. Taylor, Broker ERA Key Realty Services Attachments: Schedule A Compensation Schedule & Profit Sharing Addendum B REALTOR Code of Ethics Addendum C Branch Office Policy Manual Addendum D Agency Policy for ERA Key Realty Services Page 7 of 7