REALTYSCAPE CO-LIST AGREEMENT DBA LAKEPLACE.COM & LANDBIN.COM This Co-List Agreement ( Agreement ) is made and entered into this day of, 20 (the Effective Date ), by and between Realtyscape, LLC, d/b/a Lakeplace.com & LandBin.com, a real estate broker licensed by the State of Minnesota and the State of Wisconsin, whose address is 7610 Lyndale Ave. S., Suite 400-107, Richfield, MN 55423 ( RealtyScape ), and, a real estate broker licensed by the State(s) of, whose address is ( Co-Broker ). 1. PROPERTY. This Agreement covers the property(s) (together with improvements) located at:, legally described as: ( Property ). 2. SERVICES. A. RealtyScape Services. Within a reasonable time after execution of this Agreement and execution of a listing agreement or addendum as required under paragraph 4 herein, RealtyScape shall perform the following services: 1. List the Property on Lakeplace.com and/or LandBin.com as a Prime Property and/or Prime Parcel 2. Build a Prime Property and/or Prime Parcel webpage for the Property. 3. Provide preferred placement in the Lakeplace.com and/or LandBin.com search results; 4. Provide search engine optimization (SEO) services for the Prime Property and/or Prime Parcel webpage;
5. List the Property on numerous vertical search and web directories. 6. List the Property in additional, pertinent MLS system(s) if applicable. B. Co-Broker Services. Upon execution of this Agreement and execution of a listing agreement or addendum as required under paragraph 4 herein, Co-Broker shall perform all customary services of a real estate listing/seller s broker, including but not limited to the following services: 1. Place a For Sale sign on the Property; 2. Communicate with seller and/or seller s representatives; 3. Schedule showings and show the Property for sale; 4. Communicate with buyer and/or buyer s representatives; 5. Schedule and attend open houses; 6. Present offers; 7. Assist in negotiating terms of sale; 8. Schedule and attend closing, and tend to related matters; and 9. Market the Property as Co-Broker would market the Property if this Co-List Agreement were not in place. 3. COMPENSATION. A. Commission Split. RealtyScape and Co-Broker shall split the commission paid to RealtyScape and Co-Broker as listing brokers under the listing agreement ( Commission ). RealtyScape shall receive 1.0% of the Final Sale Price and Co-Broker shall receive the remainder of the Commission. Co-Broker shall cause the settlement agent to issue a check directly to RealtyScape at closing with a copy of the HUD-1 Settlement Statement. B. Condition for Payment. The parties hereto shall be entitled to their share of the commission when the conditions for receipt of the commission have been met under the listing agreement. RealtyScape shall be entitled to receive its share of the commission regardless of 2
whether the buyer accesses information about the Property through Lakeplace.com or LandBin.com. 4. LISTING AGREEMENT. A. New Listing Agreement. If there is no listing agreement prior to execution of this Agreement, RealtyScape and Co-Broker shall enter into a listing agreement with the seller that complies with applicable law and RealtyScape and Co-Broker shall each sign the listing agreement. A copy of this Agreement shall be attached to the listing agreement on or before the date the seller signs the listing agreement. The listing agreement shall incorporate by reference the terms of this Agreement. Co-Broker shall ensure that all agency and other disclosures have been provided to the seller or others as required by applicable law. B. Existing Listing Agreement. If a listing agreement is signed prior to execution of this Agreement, the listing agreement shall be amended by execution of an addendum that adds RealtyScape or Co-Broker, as the case may be, to the listing agreement as a co-listing broker on the listing agreement. RealtyScape, Co-Broker and seller shall sign the addendum. A copy of this Agreement shall be attached to the addendum on or before the date the seller signs the addendum. The addendum shall incorporate by reference the terms of this Agreement. Co-Broker shall ensure that all agency and other disclosures have been provided to the seller or others as required by applicable law. C. Conflict of Terms. If there is a conflict between the terms of this Agreement and the Listing Agreement, the terms of this Agreement shall control. 5. TERM. This Agreement shall remain in effect until a commission is owed or could be owed under the listing agreement, and any extensions or renewals thereof. 6. REPRESENTATIONS AND WARRANTIES. Co-Broker makes the following representations and warranties: 3
A. Co-Broker, and Co-Broker s agents, representatives, employees, and contractors, hold all federal, state and local qualifications, licenses, permits, registrations, approvals and other authorizations (collectively, Authorizations ) of governmental authorities required for the conduct of its business and necessary to perform the services contemplated under this Agreement; Co-Broker satisfies all requirements necessary to maintain each such Authorization in good standing, and all such Authorizations are in good standing; and Co-Broker has not received any notice that revocation is being considered with respect to any such Authorization. B. Co-Broker shall verify and confirm the accuracy of any information to be placed with a multiple listing service before such information is actually placed with the multiple listing service, and Co-Broker shall be solely responsible for the accuracy of such information. C. There is no litigation, suit, claim, demand, proceeding or governmental investigation existing or pending, or to its knowledge, threatened, or any order, injunction or decree outstanding, against or relating to Co-Broker or its assets that could have a materially adverse effect upon Co-Broker s ability to conduct its respective activities contemplated by, or to perform its obligations under, this Agreement. D. Co-Broker shall comply with and is in compliance with all applicable: (1) court, administrative agency, and regulatory agency orders, requirements, decrees, stipulations, and agreement; and (2) federal, state, and local statutes, laws, rules, ordinances, and regulations. E. All of Co-Broker s agents, representatives, employees, and contractors that perform any services or take any actions contemplated by, in connection with, or related in any way to this Agreement or a Property shall fully comply with all of the terms, conditions, and provisions in this Agreement. Notwithstanding any provision to the contrary herein Co-Broker shall be fully liable to RealtyScape (without limitation and to the same extent as if Co-Broker had solely performed such services or taken such actions) for such compliance, and for the performance, actions, and omissions of Co-Broker s agents, representatives, employees, and contractors. 4
7. NO PARTNERSHIP OR JOINT VENTURE. The parties do not intend and this Agreement shall not be construed to create a partnership or joint venture. 8. INDEMNIFICATION. Co-Broker shall indemnify and hold RealtyScape harmless from any and all damages, fines, penalties, warrants, judgments, costs and attorney s fees incurred by RealtyScape as a result of any claims arising out of or related to the listing or sale of the Property whether or not incurred in connection with a judicial proceeding. 9. INTEGRATION AND AMENDMENT. The terms contained in this Agreement constitute the entire agreement of the parties, and there are no other agreements between the parties regarding the subject matter hereof. Any amendment to this Agreement shall be binding and enforceable only if it is in writing and signed by both parties. 10. NOTICE. All notices as required or permitted by any provision of this Agreement shall be in writing and shall be sent by first class mail, facsimile transmission, or e-mail, addressed as follows: to: RealtyScape 7610 Lyndale Avenue S. Suite 400-107 Richfield, MN 55423 Fax No: 612-866-2541 E-mail: support@lakeplace.com to: AGENT/BROKER NAME COMPANY NAME STREET ADDRESS CITY, STATE, ZIP FAX NUMBER EMAIL ADDRESS 5
or such other addresses either party may hereafter specify by notice in writing to the other. All notices shall be deemed given when receipt is confirmed. 11. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not effect or impair the validity of any other provision. 12. APPLICABLE LAW. This Agreement shall be construed according to and governed by the laws of the State of Minnesota. Any action commenced hereunder shall be brought in the District Court of Hennepin County, Minnesota and the parties hereto consent to the jurisdiction of said Court. 13. MULTIPLE COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which will constitute a single instrument. THIS SPACE INTENTIONALLY LEFT BLANK 6
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the day and year first above written. REALTYSCAPE, LLC, D/B/A LAKEPLACE.COM & LANDBIN.COM RealtyScape Broker Its Agent (if applicable) COMPANY NAME (Co-Broker) Its Broker Its Agent (if applicable) 7