LONG AND FOSTER HOME SERVICE CONNECTIONS VENDOR AGREEMENT

LONG AND FOSTER HOME SERVICE CONNECTIONS VENDOR AGREEMENT THIS VENDOR AGREEMENT (the Agreement ) effective as of this day of, is by and between Long & Foster Real Estate, Inc. a Virginia Corporation whose address is 11351 Random Hills Road, Fairfax, Virginia 22030 (hereinafter Company ) and whose address is, (hereinafter Vendor ) and whereas Vendor wishes to participate in the Program offered by Company to provide the services that Vendor is licensed to offer in. Services Vendor is Licensed to Offer (It is a condition of this Agreement that Vendor provide to Company copies of all applicable licenses) WITNESSETH: Section 1. Preliminary Statements WHEREAS, Company has implemented a Vendor program wherein select companies are permitted to market their product(s) and service(s) through Company s various marketing channels; and WHEREAS, Vendor desires to promote its product(s) and service(s); and WHEREAS, the parties desire to be bound by a mutually beneficial contractual relationship. Section 2. Statement of the Agreement NOW, THEREFORE, in consideration of the foregoing Preliminary Statements and of the mutual promises herein set forth, the parties do hereby make this Agreement on the following terms and conditions: 1. TERM. The Term of this Agreement shall commence on and terminate on. 2. VENDOR FEES. In consideration of the advertising/marketing efforts that will be made by Company on behalf of Vendor, upon final execution of this Agreement, Vendor shall pay Company an annual Marketing Fee of $. Marketing Fee shall be considered earned when paid. All fees are non-refundable and will not be prorated should this Agreement be terminated, cancelled or otherwise become null and void. Fees are due and payable at the time the contract is signed and/or within 30 days of invoicing if applicable. Uncollected monies owed beyond 60 days of any due date will result in termination of this contract. There is a return check fee of $25 imposed for all returned checks submitted by Vendor. In exchange for Vendor s payment of the Marketing Fee, Vendor will be provided with the following marketing opportunities (these opportunities are subject to availability, additional costs and other restrictions): a. Weekly Sales Meetings. Vendor may elect to distribute some or all of its promotional materials to Company s sales offices. Depending upon scheduling constraints of the various sales office managers, Vendor may meet informally with Company s agents at the weekly sales meeting. All such meetings should be scheduled through Company s various sales office managers and shall be at their sole discretion. Vendor s promotional materials used for this purpose must display Company s affiliation through the use of the Participating Service Provider logo provided by Company and in a manner approved by the Company s Marketing Department. Page 1 of 6 Aug 2005

b. Display in Sales Offices. Vendor may elect to display Vendor s name, logo and promotional material in Company s sales offices within Vendor s region and the corporate office in a manner approved by individual Company management at each location. Prior to displaying this promotional material, it must first be approved by Company s Marketing Department. Vendor s promotional materials used for this purpose must display Company s Participating Service Provider logo. c. Associates Weekly. From time to time, Company may elect, at its discretion, to advertise Vendor in Company s weekly in-house newsletter, Associates Weekly. d. Other Materials and Promotions. Other venues to promote Vendor and Vendor s seasonal, limited time or introductory products or services may become available in the future. At Company s discretion, with Vendor s consent, Vendor s promotional material may be included in these new avenues that Company distributes to its clients. e. Internet Marketing. Vendor will be included on the website. Vendor may elect to include a link from Long & Foster s Home Service Connections website to their own website. Reciprocal links to Company s website (www.longandfoster.com) from Vendor s website will only be implemented with prior approval of content and placement of link on the Vendor s website by Company. Vendor agrees that Vendor s website will be in compliance with Home Service Connections Terms & Conditions as it appears on the Home Service Connections webpage under the terms and conditions hyperlink. f. Education. The Vendor will be able to conference with a Home Service Coordinator ( HSC ) to promote their company and services; g. Exposure. The HSC will offer, when possible, information (such as is approved by Company) about the Vendor s services to Company s sales associates and customers during the buying and selling process subject to Company s prior review of such information. Customer, for purposes of this Agreement, is any consumer who is working with a Company sales associate; contacts Vendor as a result of accessing the Home Service Connections website; has contacted Home Services Connections by phone or email to the Call Center or by any means whatsoever contacts Vendor after learning of Vendor from Company; h. Marketing. Provided that Vendor is active and in good standing with the Home Service Connections program, Company will market Vendor s specific services as provided in this Agreement; 3. VENDORS PROMOTIONAL MATERIAL. Company shall review and approve the scope, length and content of Vendor s promotional information delineated in Paragraph 2 above prior to the Company s introduction of said promotional material into Company s marketing material. In the event that Company deems any of Vendor s promotional material unacceptable, Vendor and Company s Marketing Department shall work together to develop marketing material acceptable to Company. All costs incurred in order to jointly create mutually acceptable marketing materials are to be borne by Vendor. All of Vendor s promotional material shall clearly state that Vendor is solely responsible for Vendor s products and services and that Company does not warrant or guarantee same and otherwise makes no representation concerning same. 4. OPTION. Costs borne by Vendor set forth in Paragraphs 2 and 4 above refer to additional fees to be paid by Vendor to Company for additional services that Company may provide. These costs are to be in addition to Vendor Fee as stipulated in Paragraph 2. Each of these costs is to be clearly estimated to Vendor by Company prior to cost being incurred by Company on behalf of Vendor. Anytime Company is performing a service for Vendor hereunder, Vendor must give Company its prior written approval (after receiving a price quote for the service) before Company goes forward with performing the service. This may include, but is not limited to, creation of advertising to Page 2 of 6 Aug 2005

appear in Company created marketing materials such as the Awards Breakfasts program, or any newsletter publications or Company generated mailers. 5. LEVEL OF SERVICE. Vendor agrees to supply a premier level of service which includes, but is not limited to, prompt contact and follow-up on requests from Customer, prompt attention to any problems or complaints made by Customer, or by Call Center or sales associate on behalf of Customer, preferential pricing where feasible, and preferential scheduling. All complaints made to Company regarding vendor will be investigated. Company reserves the right to determine if the number and severity of the complaints warrant suspension from the program until Vendor demonstrates to Company s satisfaction that problems have been corrected. No new business will be placed with the Vendor during suspension. Should Vendor fail to correct problems causing Customer complaints, Company reserves the right to terminate this Agreement via written notice to Vendor. 6. BEST DEAL. Vendor warrants and represents to Company that the products and services offered through the Program will provide not only a premier level of service as provided in paragraph #6 above but also a consistent mutually agreed upon, value-added incentive for the term of this Agreement that will be something above and beyond what the Customer would receive if they came to the Vendor through another prevailing source (e.g. mailers, coupons, newspaper ads, etc.) other than the Company and/or the Program. Vendor hereby offers customers a discount or value added service as described herein: 7. TERMINATION. This Agreement and the association created hereby may be terminated by either party hereto at any time upon thirty (30) days written notice given to the other. Grounds for termination include, but are not limited to: a. In the event that either party becomes insolvent, ceases to do business as a going concern, or files for bankruptcy; b. Any licensure change in status from Active, revocation or loss of licensing (professional or otherwise) which applicable laws require Vendor to have in order to conduct any or all of Vendor s business; c. Any revocation or loss of insurance coverages as required under this Agreement; d. Failure of Vendor to perform as required under this Agreement. Such termination shall not affect the respective rights of the parties to any sum(s) due or incurred prior to said notice. Nor shall such termination in any way affect or determine Vendor s obligations, if any, to any third party clients or customers of Vendor who learned of Vendor through Long & Foster s Home Service Connections. Cancellation of the agreement by the Vendor does not excuse any debt for Marketing Fees. In the event outstanding sum(s) are not paid by Vendor within sixty (60) days following the effective date of termination of this Agreement, then in such event Company may file suit against Vendor and receive all costs and expenses incurred in collecting the above sums not to exceed thirty-three and one-third percent (33-1/3%) attorney s fees. All Vendor s marketing materials showing affiliation with this program must be destroyed immediately upon termination of this Agreement regardless of which Party terminates and/or the reason therefore. The Parties acknowledge and agree that in the event of a termination of this Agreement, Company will remove any and all of Vendor s marketing materials from its branch offices and from general public circulation, including any Company website advertising. The Parties further agree that Vendor will immediately cease and desist using, distributing, or otherwise disseminating for public consumption, any marketing materials containing any Long & Foster logos or references thereto, or Home Service Connections logos, or references thereto, including but not limited to website ads. Vendor shall also return the Long & Foster Home Service Connections Participating Service Provider card to the Company s Director at the address provided in paragraph #17. Page 3 of 6 Aug 2005

8. NON-EXCLUSIVITY. It is understood and agreed that Company is contracting with a number of different firms to participate in the program. These firms offer a variety of products and services. Vendor understands and agrees with Company that it is not an exclusive vendor of these services and products. 9. PARTNERSHIP/JOINT VENTURES. Vendor and Company agree that no partnership or joint venture agreement is established between Vendor and Company as a result of this Agreement. 10. COPYRIGHTS/TRADEMARKS. Neither Company nor Vendor shall acquire any right or title to any goodwill, trademark, service mark, trade name, copyright or other form of intellectual or commercial property of the other, including but not limited to customer databases. 11. PUBLICITY. No publicity releases (including news releases and advertising) relating to this Agreement and the services hereunder (other than a brief announcement upon contract execution) shall be issued by Vendor without the prior written approval of Company. 12. LICENSES. Vendor agrees to provide Company with copies of all applicable licenses that Vendor possesses in accordance with all Federal, State and local laws. Vendor will provide Company with copies of all new, updated and renewed licenses, as they become available. 13. INSURANCE. Vendor will maintain throughout this Agreement the following insurance: a. Worker s compensation insurance in the statutory amount and employer s liability insurance in an amount not less than $500,000.00 for all employees engaged in the work. (Workers employed by Vendor through an employee leasing company or other third party company must be covered by that company with the required worker s compensation insurance. Vendor will be responsible for verifying this coverage.) b. Comprehensive automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, non-owned, or hired vehicles, with $1,000,000.00 combined single limits. c. Commercial general liability insurance covering claims for injuries to members of the public or damage to property of others arising out of any covered negligent act or omission of Vendor or any of its employees, agents, or subcontractors, with $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. d. Professional Services Firms shall maintain Professional Liability insurance of $500,000.00 per occurrence and in the aggregate. Insurance coverage in the above subparagraphs (b) and (c) will name The Long & Foster Real Estate, Inc.as additional insured. Such insurance will be the primary coverage to Company. Upon ratification of this Agreement, Vendor shall provide Company with a Certificate of Insurance and shall provide updated certificates at each policy s Renewal Date. Failure to comply with this Paragraph 13 will constitute an immediate termination of this Vendor Agreement. 14. ADDITIONAL ITEMS. In addition to the above, Vendor understands and agrees to: a. Keep in confidence the terms and conditions of this Agreement. b. Be responsible for knowing about and assuming any conflicts that may exist with Vendor s participation in this Agreement and any rules and/or regulations that govern the Vendor s profession. Page 4 of 6 Aug 2005

c. The parties acknowledge and agree that the names, addresses, phone numbers and email addresses of their customers are proprietary information. Neither party shall sell or disclose the names, addresses, phone numbers or email addresses of the other party s customers to any other third party. d. While every effort shall be made to introduce business to the Vendor through the Long & Foster Home Service Connections Program, the Program is not a guarantee of business. It is the Vendor s responsibility to sell their service to the client. e. Vendor shall not at any time use monetary incentives to induce Company s sales associates or employees to provide referrals of Customers to Vendor. 15. INDEMNIFICATION. Vendor agrees to defend, indemnify and hold Company harmless from and against any and all claims, actions and suits arising out of Vendor s business or other business related claims, actions, suits, governmental actions, liabilities, damages and debts which arise from or relate to any of Vendor s business interests, Vendor s promotional material or activities, or any other activity mentioned herein, including all costs and attorney s fees. In no event, however, shall either party, nor any of such party s respective officer, directors, partners, employee, affiliate, suppliers, agents or representative, have any obligation or liability to the other party or parties or any other person for lost or prospective profits, loss of business opportunity or any exemplary, indirect, incidental, special, or consequential losses under or in respect to this Agreement or for any failure or performance related hereto. 16. NOTICES. All notices provided to be given under this Agreement should be given in person or by certified or registered mail, addressed to the proper party at the following addresses: COMPANY: VENDOR: Long & Foster Real Estate, Inc. 11351 Random Hills Road Fairfax, Virginia 22030 Attn: Home Service Connections 17. ENTIRE AGREEMENT. This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. No amendments, modification or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof and duly executed by the parties hereto. 18. PARTIES TO BE BOUND. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, when permitted by this Agreement. 19. APPLICABLE LAW & VENUE. This Agreement shall be construed under and in accordance with the laws of the Commonwealth of Virginia. Any actions brought concerning this Agreement shall be filed in the state or federal courts located in or nearest to Fairfax County, Virginia. 20. COMPLIANCE WITH LAWS. Both parties shall comply with the laws, ordinances, rules and regulations of all applicable federal state, county and city governments, bureaus and departments, and shall procure and maintain all necessary licenses and permits. Vendor shall pay all wages and salaries, benefits, federal, state and local employment taxes, payroll insurance and all other costs and expenses with respect to the employment of its employees, including without limitation, any income, social security, and unemployment taxes, disability insurances and other workers compensation costs and charges. Page 5 of 6 Aug 2005

21. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 22. ASSIGNMENT PROHIBITED. Due to the unique nature of this Agreement, neither Company nor Vendor may assign this Agreement or any interest herein without the prior written consent of the other party, unless such assignment is made to an entity affiliated with Company in which case, consent is not required. 23. DISCLOSURE. Company will disclose the nature of the relationship between Company and Vendor to all of its customers and clients. This disclosure will include notification that Company may receive financial benefits from this relationship. Such disclosure may be found in the Terms & Conditions appearing on the Home Service Connections website. 24. CHANGE IN OWNERSHIP. In the event there is a substantial change in the ownership of Vendor, Company shall be notified in writing within thirty (30) of such change. Company reserves the right to terminate this Agreement by delivering thirty (30) days prior written notice of said termination to the other party upon notification of change in ownership. IN WITNESS WHEREOF, each party has executed and delivered this Agreement to the other party effective as of the date first written above. COMPANY: Long & Foster Real Estate, Inc. By: Catherine S. Read Director, Home Service Connections (Date) VENDOR: (Company Name) By: (Signature) (Date) (Print Name) (Print Title) Page 6 of 6 Aug 2005