Referral Network, LLC (RNI) Referral Independent Contractor Agreement The parties to this agreement are REFERRAL ASSOCIATE & REFERRAL NETWORK, LLC Please print, sign and return to the office I. INTRODUCTION The purpose of this agreement is to establish the terms under which the Referral Associate (RA) shall provide services as an independent contractor for the Referral Network, LLC (RNI). A Referral Associate is an independent contractor who is licensed by the State of Colorado, and who refers buyer and seller leads to RNI. The RA may not list or sell property. The RA is required to sign this Referral Independent Contractor Agreement (IC Agreement) to contract with RNI and to refer leads to RNI exclusively. The RA is also required to sign and comply with the guidelines as established in RNI s Policy & Procedures and Procedure Memorandum. RNI and RA agree to the following terms, conditions, and provisions of the Policy Memorandum and this IC Agreement. II. INDEPENDENT CONTRACTOR RELATIONSHIP A. It is the intention of the parties to establish an independent contractor relationship, rather than a hiring or employment affiliation. The RA shall be responsible for generating prospects for real estate purchases and sales to RNI consistent with the terms of the Policy Memorandum. B. RA will not be treated as an employee for State or Federal tax purposes with respect to the services rendered under this IC Agreement. RNI shall, to the extent it is legally required to do so, file all necessary tax information and reports to the Federal, State, and local taxing authorities including an Internal Revenue Form 1099 to report income of RA arising under this IC agreement. RNI shall not withhold income taxes, social security taxes, disability, or unemployment insurance payment, or any other assessments or taxes from referral fees of RA unless required to do so by law. Subsequent to the termination of this contract, RA will not be entitled to unemployment compensation benefits. C. The RA agrees and understands that as a self employed independent contractor, they will receive no minimum salary or sick pay from RNI, will not receive any type of fringe benefits, such as hospitalization, life insurance, worker s compensation insurance, etc., from RNI. 5
D. The RA does not have to consult with RNI regarding the scheduling of any time off or vacation and RNI shall not require RA to keep regular hours in or out of RNI s facilities and shall not require RA to perform services in RNI s facilities. E. RNI shall solely make any decision on whether RA shall have initiated any transaction, and in case of any dispute between RA and any other person, the decision of RNI with respect to such dispute shall be final and binding upon RA. Suit for commission shall be maintained only in the name of RNI. RNI shall have the absolute right in its discretion to determine the amounts to be paid to or received from any co-broker. Commissions are considered earned only after RNI has received payment in certified or collected funds. III. MANDATORY COMPLIANCE A. LAWS RA shall comply with all laws, rules, and regulations including the real estate licensing laws of the state and those of any other local governing entities incorporated herein by reference in its entirety. RA and RNI agree that their association shall be governed by the terms of the Policy Memorandum and this agreement. RNI is a licensed Real Estate Broker and RA is a licensed Broker Associate in the State of Colorado. B. POLICIES RA acknowledges that they have read, understand, and subscribe to the Policy Memorandum, which is incorporated herein by reference in its entirety. RA and RNI agree that their association shall be governed by the terms of the Policy Memorandum and this IC Agreement. IV. RESTRICTIONS ON REAL ESTATE VENTURES A. PROHIBITED ASSOCIATIONS/EMPLOYMENT RA shall act as a Referral Associate SOLELY with RNI and shall not engage in any other real estate activities for which a license is required with any other individual or entity. B. LIMITED ACTIVITIES RA hereby agrees to strictly limit their activities to the referral of the names of prospective purchasers, sellers, or other referrals. The RA agrees to not list properties for sale, lease, sell, show properties, or hold open houses for the purpose of selling or leasing said properties. V. DUTIES OF REFERRAL ASSOCIATE Referral Associate agrees to: A. Conduct any activity requiring a real estate license strictly in accordance with this IC Agreement and the Policy Memorandum, as well as rules and regulations of RNI, as may be promulgated from time to time; B. Carry Colorado Real Estate Commission Errors and Omissions Insurance, and continue to, with minimum coverage in the amount of $100,000 to $300,000; 6
C. Refer all prospective buyers and sellers in the manner prescribed in the Policy Memorandum; D. Refrain from creating or imposing any liability on RNI or any of its related entities; E. Transfer RA s real estate license to RNI as required by the State; F. Submit any and all advertising or mail outs to RNI for approval before sending. VI. DUTIES OF REFERRAL NETWORK, LLC RNI Referral Network agrees to: A. Process RA s referrals through the RNI Manager and place prospective referrals with a qualified agent; B. Provide follow-up to the RA by means of E-mail, fax, or writing on a regular basis. C. Provide sale confirmation data to the RA regarding each referral; D. Pay fees due to RA, promptly upon RNI s receipt of the fees resulting from a successful referral transaction from RA, as provided in the Policy Memorandum. RNI shall not be liable to RA for any fees not collected by RNI nor shall RNI be obligated to pursue collection of any such fee upon behalf of RA. VII. EXPENSES RA and RNI agree during the term hereof at their own separate expense, to keep their respective real estate license in full force and effect, and RA agrees to pay for his or her own licenses, professional dues and fees, costs of mailing, telephone or transportation, taxes and contributions payable to Federal, state, county of local government agencies or any other government instrumentality s arising out of his/her activities as RA. VIII. REAL ESTATE BOARDS RA acknowledges that he/she has been informed by RNI that RNI is not a member of any Association of Realtors or any multiple listing services and has no intention of becoming such a member. IX. CONFIDENTIALITY RA covenants and agrees to hold confidential all information pertaining to or connected in any way with the business of RNI and will not divulge any such information to any person, firm, or corporation during the course of association with RNI. Upon termination, RA agrees not to disclose nor furnish any person or entity any information concerning RNI s clients, customers, properties, prices, policies, or relationships; nor remove any item belonging to or associated with RNI as the same are solely the property of RNI. X. LIMITATION ON AUTHORITY 7
RA shall have no authority to bind RNI by a promise, statement, or representation unless specifically authorized to do so in writing by RNI. RNI shall not be liable to RA or responsible to other persons or entities for any expenses incurred by RA or for any of RA s acts, except as specifically required by law. XI. INDEMNIFICATION RA agrees to indemnify RNI and hold it harmless from all claims, demands, and liability, including costs, attorney fees and damages of any nature, actual or punitive, to which RNI may be subjected by reason of any action taken or omitted by RA, or misrepresentations, promises or untrue statements made by RA during the life of this agreement or accruing there from, including, without limitation, acts which may be deemed to be outside the scope of this agreement from which a claim is made against RNI. XII. LEGAL DISPUTES In the event any transaction in which RA is involved results in a dispute, litigation, or legal expense, RA shall cooperate fully with RNI. It is understood by RA that it is the policy of RNI to avoid litigation whenever possible, but should a transaction which RA has handled be the subject of litigation or dispute, even though RA is not specifically name as party therein, the decision whether or not any such litigation in dispute shall be prosecuted, defended or settled, shall be the decision of RNI. In the event the decision of RNI is not satisfactory to RA, he/she shall have the right to select legal counsel separate from RNI and in such event RNI would not proportionately share the expenses incurred, but each would be responsible for their own individual expenses and/or liabilities so incurred. XIII. TERM / TERMINATION This IC Agreement shall continue in full force and effect until terminated by either party hereto. Either party, at will, may terminate this agreement by notifying the other party in writing of the desire to so terminate. The rights of the parties to any commission or division, which accrued prior to the time of said notice, shall not be divested by the termination of this agreement. Failure of either party to keep a license in full force and effect shall cause this agreement to terminate automatically as of the date when such license expires, is revoked, or is canceled. Said RA will receive fees from RNI on those referrals pending as set forth in the Policy Memorandum. XIV. SUCCESSORS / ASSIGNMENT This IC Agreement shall accrue to the benefit and be binding upon the successors in interest of RNI. However, this agreement is based on the personal services of RA and RA shall not delegate or assign any of RA s rights or duties hereunder without the proper written consent of RNI. XV. ENTIRE AGREEMENT This IC Agreement and the Policy and Procedure Memorandum, which are made a part hereof, constitute the entire agreement of the parties. Memorandum may be modified unilaterally by RNI upon notice to RA. 8
I ACKNOWLEDGE I HAVE RECEIVED A COPY OF THIS REFERRAL INDEPENDENT CONTRACTOR AGREEMENT, HAVE READ IT, AND AGREE TO COMPLY WITH ALL OF ITS TERMS AND PROVISIONS. Referral Associate Signature Date Print Name Referral Network, LLC RNI Date Print Name A signed copy will be sent back to the Referral Associate 9