KRG Real Estate Referral Network Ambassador Agreement
THIS INDEPENDENT CONTRACTOR AMBASSADOR AGREEMENT (“Agreement”) is made and entered into on the date of submission, to be effective immediately (“Effective Date”) by and between KRG Real Estate Referral Network (“Company” and/or “Broker”), whose address is 1213 West Miller Street, Suite 3, Fruitland Park, FL 34731 and the individual submitting this form (“Contractor”), whose mailing address and real estate license number are provided in the registration form.
WHEREAS, Broker is an independently owned and operated real estate brokerage business that is operating at the above address; and
WHEREAS, Contractor has been issued a real estate (broker/sales) license by the state of Florida (this “State”) and desires, in accordance with the terms and conditions of this Agreement, to become affiliated with KRG Real Estate Referral Network by working as an independent contractor, referral agent, and ambassador to refer buyers, sellers, landlords, tenants, and anyone looking for real estate services.
NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions contained in this Agreement, the sufficiency of which consideration is hereby acknowledged, the parties hereby agree as follows:
1. INDEPENDENT CONTRACTOR
A. Pursuant to the terms and conditions of this Agreement, Broker hereby retains Contractor as an independent contractor real estate sales associate exclusively for Broker. Contractor shall be free to devote such portion of Contractor’s entire time, energy, effort, and skill as Contractor sees fit and to establish Contractor’s own endeavors. Contractor shall not be required to keep definite office hours, attend sales meetings, adhere to sales quotas, or participate in “floor time”. Contractor shall not have any mandatory duties except those imposed by law or regulation and those specifically set out in this agreement. Contractor shall abide by all decisions and rules relating to the operations of Broker that are adopted by Broker or authorized by Broker to be established by a simple majority vote of Sales Associates who actually vote on the matter. Nothing contained in this Agreement shall be regarded as creating any relationship (including, without limitation, employer/employee, joint venture, partnership, shareholder) between Broker and Contractor, other than the independent contractor relationship as set forth in this Agreement.
B. Contractor acknowledges and agrees that substantially all of Contractor’s remuneration will be based upon commission income from Contractor’s production and output as opposed to the number of hours Contractor may work and that Contractor will not be paid on an hourly basis or for time expended. Contractor acknowledges that Contractor will not be treated by Broker as an employee with respect to the services performed hereunder by Contractor for federal tax purposes and, specifically, that Broker will not be contributing to FICA in regards to Contractor or paying taxes on behalf of, or withholding federal, state, county, or local taxes with respect to, Contractor. Instead, Contractor will be treated in all respects as a “Statutory Non-Employee” for federal tax purposes and as an independent contractor for state, county, and local taxes. Contractor also acknowledges and agrees that, as an independent contractor acting for Broker, Contractor is responsible for the payment of all of Contractor’s own federal income taxes and Contractor’s own self employment taxes (“FICA”) together with any and all corresponding state, county, and local taxes, if any, and Contractor hereby agrees to satisfy in full all such responsibilities and to do so in a timely manner. Contractor hereby waives any claims Contractor has or may have against Broker now or in the future respecting such taxes and the right of Broker not to withhold, not to pay, and not to contribute to such taxes on behalf of Contractor. Finally, Contractor agrees not to engage in any compensation arrangement in connection with any real estate service contract or other contract that would be contrary to the above acknowledgements and agreements without the prior approval and written consent of Broker.
C. Contractor has been advised that Broker has subscribed to a worker’s compensation policy that meets minimum requirements for this State. Contractor hereby rejects coverage and gives Broker notice that Contractor elects not be covered by the policy, and hereby waives claim to all rights of action in common law or under any statute or other law to recover from Broker damages for any injuries sustained in the course of Contractor’s independent contractor relationship. Contractor shall acquire on Contractor’s own behalf as a self-employed person such worker’s compensation and disability insurance as Contractor deems appropriate and consistent with Contractor’s status as an independent contractor and with the mutual intent of Broker and Contractor not to create an employer/employee relationship. Contractor hereby agrees not to claim or assert, or to support any third party assertion of, the existence of an employer/employee relationship between Broker and Contractor.
D. Broker shall not be liable to Contractor for any expenses incurred by Contractor unless otherwise agreed to in writing, nor shall Contractor have authority to bind Broker by any promise or representation, unless specifically authorized in advance and in writing by Broker to do so.
2. SERVICES AND REQUIREMENTS OF CONTRACTOR/AMBASSADOR:
A. The services that Contractor is limited to performing under this Agreement are soliciting real estate prospects for referral to a licensed and insured real estate salesperson or broker for real estate sales, listing services, and related brokerage services. It is the intent of the Company and Contractor that all such referrals will be made to KRG, or, if necessary due to referral being outside of KRG’s coverage area, to a duly-licensed real estate brokerage (collectively, and in any event, a “Client Representative”).
B. At all times during which this Agreement is in effect, Contractor covenants and agrees that Contractor SHALL NOT engage in “brokerage services” for the sale, rental, exchange or listing of any real estate, including assisting another licensed real estate agent in any real estate transaction (e.g., selling or offering to sell or negotiate the purchase, sale, or exchange of real estate; lease, rent or offer to rent any real estate, or negotiate leases thereof; accept deposits; draft, write, or execute real estate related documents, contracts; etc.).
C. Contractor agrees to and shall solicit real estate prospects only for the purpose of referral to a Client Representative for the Client Representative to perform the actual real estate sales, listing or other brokerage services for the prospect. Other than any required referral form with the Company and/or a Client Representative, Contractor shall not draft, execute or enter into any form to be executed, contract or agreement whatsoever with any prospect or with any other referral real estate brokerage or company. The foregoing restriction shall not prevent Contractor from making any required disclosures to prospects, disclosing that Contractor is a licensed real estate broker with the Company and that Contractor will receive a referral fee should the referral to the Client Representative result in a transaction where a commission is owed.
D. Contractor shall maintain his/her Florida broker or sales associate real estate license in good standing and registered in active status under the license of the Company. Contractor shall also be solely responsible for completing all required continuing education courses and paying the appropriate transfer, renewal and reinstatement licensing fees. Any failure by Contractor to comply with Broker on license renewal requirements or continuing education shall be grounds for immediate termination of this Agreement by Broker for cause.
E. In furtherance of the foregoing, Contractor acknowledges that he/she has full knowledge of the applicable statutes, rules and regulations of the Florida Division of Real Estate governing the legal conduct, limitations and responsibilities of a licensed real estate broker and agrees to conduct him/herself accordingly and to comply with all such statutes, rules and regulations.
F. Contractor shall, in the performance of his/her duties under this Agreement and as an associate broker of the Company, conduct him/herself in a professional, respectful and courteous manner. Any failure by Contractor to comply with Broker on conduct and behavior shall be grounds for immediate termination of this Agreement by Broker for cause.
G. As mentioned throughout this Agreement, Contractor acknowledges and agrees that the Company maintains no control on Contractor’s activities, time, and schedule or performance requirements, and that Contractor may conduct his/her referral business, as he/she deems appropriate and desirable; provided, however, that Contractor agrees to follow all general rules, regulations, policies and procedures of the Company.
I. Contractor shall be solely responsible for providing his/her own office facilities and paying all of his/her expenses related to his/her performance hereunder, including, without limit, expenses incurred by Contractor in connection with his/her involvement with any related transaction, maintenance of his/her real estate license in a legal status, business cards, administrative costs, automobile and travel, entertainment, telephone, etc.
J. Contractor shall abide by all applicable laws, ordinances and regulations including, without limitation, local, state and federal laws and regulations relating to real estate transactions and real estate service businesses. Contractor’s advertising and promotion must be completely factual and conform to the highest standards of lawful, ethical advertising. In all dealings with clients, customers, suppliers, public officials, other real estate agents and brokers and the general public, Contractor must adhere to the highest standards of business behavior, honesty, integrity, fair dealing and ethical conduct. Contractor agrees to refrain from any business or advertising practice which may expose Broker to legal action or liability or adversely affect the reputation or image of Broker. Any breach of this Subparagraph 1.J. will constitute a material breach of this Agreement.
K. At all times during the term of this Agreement, Contractor shall act under a duty of loyalty in support and shall maintain a proper attitude toward the public, Broker and Contractor’s fellow KRG Real Estate Referral Network Ambassadors and KRG Sales Associates. Contractor shall not engage in any acts or activities that disrupt the Broker’s office or are likely to adversely affect the image of Broker or Sales Associates or that may detract from or tend to undermine the growth of KRG, including without limitation, any acts in furtherance of any non-KRG real estate business or the establishment of, or acquiring an investment or ownership interest in, any non-KRG real estate business or the recruiting of any KRG Sales Associates for any existing or future non-KRG real estate business which does or may compete with KRG. Any breach of this Subparagraph 1.K. will constitute a material breach of this Agreement.
3. FEES.
A. As the sole compensation for the services provided under this Agreement, the Company shall retain 15% from the total referral fee paid and owing to Contractor by a Client Representative for the successful completion of any real estate transaction involving a referred prospect whereby a real estate commission was received. Notwithstanding the foregoing, the payment of referral fees is governed by Florida law and the rules, regulations and policy positions of the Florida Division of Real Estate. Therefore, the Company cannot guarantee a referral fee will be earned or paid, nor shall the Company be responsible or have any liability for the payment of any referral fees the Company does not receive.
B. Contractor shall pay the Company either $250 annually or $25 monthly to maintain membership in the KRG Real Estate Referral Network.
C. Contractor’s obligations for payments due to Broker shall survive termination or expiration of this Agreement and any Renewal of this Agreement.
4. RESPONSIBILITIES OF THE COMPANY.
A. The Company shall maintain itself as a properly licensed employing real estate broker.
B. Contractor agrees to put forth his or her best efforts to find a qualified Referral Broker for his or her referral. The Company will assist Contractor in locating a Client Representative to handle his/her referral if Contractor does not have a representative qualified to handle a referral due to location or other specific needs.
C. The Company shall promptly pay to Contractor the difference between one hundred percent (100%) of all fees, commissions or other compensation received by Broker as a result of the efforts of Contractor, and (i) amounts, if any, not paid at closing or and thus still due to other Sales Associates and/or Competing Brokers and Agents (as defined below); and (ii) past due financial obligations owed by Contractor pursuant to Paragraph 2. Contractor acknowledges that compliance with state laws, rules and regulations require that commissions and referral fees be paid to Broker rather than directly to Contractor. Contractor further acknowledges that such commissions and fees may have to be divided by Broker between Contractor and one or more other Sales Associates affiliated with Broker or with one or more licensed cooperating or assisting real estate sales associates or brokers that are not affiliated or licensed with Broker (“Competing Brokers or Agents”) in accordance with the terms of listing or buyer agency agreements or referral arrangements procured by Contractor with the authority and approval of Broker.
D. Insurance. Broker shall obtain, pay for, and continually maintain Errors and Omissions insurance coverage in amounts as required by the Florida Division of Real Estate, including, if applicable, paying the applicable apportioned premiums for coverage maintained by the Company. Contractor agrees to pay all costs and expenses incurred by the Company in defending or satisfying any claim or judgment assessed against the Company because of Contractor’s activity. Contractor agrees to be responsible for 100% of any deductibles in the event there is a claim on the errors and omissions insurance maintained by the Company.
5. TERM AND TERMINATION.
A. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by either party pursuant to this Section 4. This Agreement, and the relationship created hereby, may be terminated by either party hereto, with or without cause, at any time upon 30 days’ advance written notice. Failure of Contractor to maintain an active Florida real estate broker license, failure to comply with applicable laws and regulations of the Florida Division of Real Estate, conviction of Contractor of any crime other than minor offenses, failure of the Company to maintain an active Florida real estate broker license, and failure of the Company to remit to Contractor any applicable referral fees will constitute a breach of this Agreement and be grounds for automatic termination. Any fees already paid, whether monthly or annually, will not be subjected to a proration or refund of any kind no matter which party initiated the termination.
6. CONFIDENTIALITY & RESTRICTIONS ON SUBSEQUENT BUSINESS ACTIVITY.
A. With respect to photographs, marketing materials, or other media (“Materials”) that Contractor supplies to Broker, to the extent the copyright in the Materials is owned by Contractor, Contractor grants Broker a fully paid up and royalty-free license and right to use and sublicense such Materials for any purpose Broker deems appropriate in any media now in existence or hereafter created. To the extent that Contractor does not own the copyright in such Materials, Contractor represents and warrants that it has permission to use such Materials and to authorize the uses contemplated by this paragraph, and agrees to indemnify and hold Broker harmless against any claims by any third party that Broker’s use infringes upon such third party’s rights, including but not limited to copyrights and rights of publicity. The license and other provisions of this paragraph shall survive termination or expiration of this Agreement.
B. Contractor acknowledges that the sales plans, programs, manuals, rosters, forms, contracts, agreements, brochures and other training, listing and sales materials provided hereunder by, and the information gained from, the files or business of Broker, irrespective of the origin or ultimate source (collectively, the “Materials”), are and shall remain the exclusive property of their source. Upon termination or expiration of this Agreement, without Renewal, Contractor shall promptly return to Broker the original and all copies of the Materials in Contractor’s possession and shall not, after such termination or expiration use any aspect of the Materials for any reason, or permit, suffer or tolerate the use of the Materials for Contractor’s own advantage or the advantage of others.
C. Contractor acknowledges that Contractor has obtained and/or will obtain knowledge of confidential matters, trade secrets, techniques, accounting procedures and other methods developed by and through KRG or KRG Real Estate Referral Network (collectively, the “Confidential Information”), without which Contractor could not as efficiently, as effectively or as profitably operate or conduct Contractor’s real estate referral business. Contractor further acknowledges that the Confidential Information was unknown to Contractor prior to Contractor’s affiliation with the Company, and that the methods developed by and for KRG Real Estate Referral Network are unique and novel. Contractor shall take all necessary steps, at Contractor’s own expense, to protect the Confidential Information and shall not divulge the Confidential Information, either during the term of this Agreement or following termination or expiration of this Agreement or any Renewal without the prior written consent of KRG Real Estate Referral Network.
D. Following termination or expiration of this Agreement without Renewal or of Contractor’s affiliation with KRG Real Estate Referral Network upon any other event, Contractor shall be free to continue Contractor’s real estate business with competing real estate operations or to establish Contractor’s own brokerage operation or other business alone or in concert with others. However, in connection with any business hereafter carried on by Contractor, Contractor shall refrain from all use of the Materials, the Confidential Information, and the Distinguishing Characteristics and shall refrain from all representations, advertisements, actions and business activities that may mislead others in the real estate business and/or the public to believe Contractor is still a part of, affiliated with or sponsored in some way by KRG or KRG Real Estate Referral Network. In addition, Contractor shall not adopt or use any name, trademark, service mark, sign design, logo or other device that comprises the colors black, gold, and white or which may (i) likely cause consumer confusion, or (ii) likely dilute the distinctiveness of the KRG name or the Distinguishing Characteristics. Specifically, but without limitation, Contractor shall not adopt or use the term KRG or its affiliates in connection with, or in the name of, any subsequent business or use any term confusingly similar to the term KRG, and Contractor shall refrain from the use of the colors black, gold, and white in any three-color identity scheme, or from the use of a lion or lion head symbol.
E. Contractor hereby acknowledges and agrees that it would be difficult to measure the economic loss that would occur as a result of the breach of any of the provisions of this Paragraph 5, and that such a breach would cause immediate and irreparable harm for which there would be no adequate remedy at law. Contractor further acknowledges and agrees that any of the foregoing provisions may be enforced by injunction and/or restraining order. Further, Contractor acknowledges and agrees that KRG Real Estate Referral Network shall have a direct right to enforce any of the provisions contained in this Paragraph 5 through appropriate legal proceedings. If Broker is required to retain an attorney to enforce any of the provisions of this Paragraph 5 or to institute legal proceedings incident to such enforcement, Contractor shall pay, in addition to all other sums for which Contractor may be found liable, reasonable attorneys’ fees, court costs and litigation expenses incurred by Broker.
6. DISPUTE RESOLUTION.
A. Contractor shall promptly report to Broker or Broker’s broker of record, office manager or other person designated by Broker, all problems, complaints and other circumstances, related to Contractor’s conduct, activities or services which may lead to claims, disputes or controversies. Any failure by Contractor to report promptly such problems, complaints or other circumstances, or to cooperate fully with Broker in accordance with this Paragraph 9, shall be grounds for immediate termination of this Agreement by Broker for cause.
B. Contractor hereby agrees to cooperate with Broker by supporting and fully participating in all efforts to resolve disputes, complaints and other problems (hereafter collectively called “Dispute(s)”) that arise: (i) out of this Agreement; (ii) out of Contractor’s conduct, activities or services as a real estate licensee; (iii) out of any transaction in which Contractor is involved, or (iv) out of Contractor’s relationship with the Broker or any KRG affiliate (including, without limitation, any KRG Sales Associate or any officers, shareholders, directors, employees, agents or affiliates of any of the foregoing). Contractor agrees to cooperate in the resolution of such Disputes through mediation and, if not successfully resolved, then through binding arbitration in accordance with the provisions of Subparagraph 6.C. below. Contractor makes the foregoing commitment with full knowledge that by agreeing to submit Disputes to binding arbitration, Contractor is agreeing not to resort to the courts or the judicial system and is waiving Contractor’s rights to do so. If any other necessary party to any Dispute refuses to arbitrate and is not bound by agreement to do so or cannot be compelled to do so on other grounds, or if Broker and Contractor working in cooperation cannot persuade other necessary parties to agree on a mediation and arbitration system, then the foregoing commitment by Contractor to mediate and/or arbitrate that particular Dispute shall be of no force or effect.
C. Disputes shall be submitted to a mediation and arbitration system mutually acceptable to the parties to the Dispute. If the parties cannot agree on a mediation and arbitration system, then the Dispute shall be submitted to the American Arbitration Association (“AAA”) for mediation and, if unsuccessful, for binding arbitration, in accordance with AAA’s Commercial Mediation Rules or Commercial Arbitration Rules, as applicable.
D. Notwithstanding the obligation of Contractor to arbitrate or mediate as set forth in this Paragraph 6, neither Contractor nor Broker shall be required to mediate or arbitrate Disputes, or any other matters or claims, that relate in any way to the use of the KRG name or to copyrights, trade secrets, or other proprietary rights owned by KRG Real Estate Referral Network or the Distinguishing Characteristics, Materials, and Confidential Information (as defined in Paragraph 5) or relating to the restrictions on subsequent business activities set forth in Paragraph 5 of this Agreement or the enforcement of any such restrictions. This Paragraph 6 shall not preclude, or be construed to require mediation or arbitration of, any legal action, in law or equity, seeking to enforce the de-identification provisions of Subparagraph 5.D. or the termination of this Agreement on any grounds that would permit immediate termination for cause.
7. MISCELLANEOUS PROVISIONS.
A. Any notice required to be given pursuant to this Agreement shall be given in writing and delivered to the party entitled to receive notice by hand delivery at any location or by certified mail, return receipt requested, postage prepaid, at the address given on the first page of this Agreement, unless such party has notified the other party in writing of any change of address, after which notice shall be delivered to such new address. Notices so mailed shall be deemed to have been given as of the time of deposit in the United States mail.
B. The parties acknowledge that this is the complete and final expression of their mutual intent and agreement concerning the subject matters of this Agreement, and no change or modification of this Agreement shall be valid unless such change or modification is in writing and is signed by all of the parties hereto.
C. No waiver of any breach of any provision or condition of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision or condition of this Agreement.
D. This Agreement shall be governed and construed in accordance with the laws of this State, without reference to its conflict of laws provisions.
E. The invalidity or unenforceability of any particular word, sentence, Paragraph, Subparagraph or provision of this Agreement shall not affect the validity or enforceability of the other words, sentences, Paragraphs, Subparagraphs or provisions of this Agreement and this Agreement shall be interpreted in all respects as if such invalid or unenforceable parts were omitted. The term “KRG” may refer to KRG, KRG Real Estate Referral Network, or any of its affiliate companies and corporations.
F. This Agreement shall become binding upon and ensure to the benefit of the parties, and their heirs, executors, administrators, successors and assigns.
G. This Agreement may not be assigned, pledged or otherwise transferred by Contractor. Broker reserves the right to assign, pledge, or transfer this Agreement, provided that Contractor’s rights and privileges granted in this Agreement shall not be adversely affected.
H. All terms in this Agreement used in any one number or gender shall extend to mean and include any other number and gender as the facts, context or sense of this Agreement or any Paragraph of this Agreement may require.
14. ACKNOWLEDGEMENT.
CONTRACTOR UNDERSTANDS AND ACKNOWLEDGES THAT THE SUCCESS OF CONTRACTOR IN KRG REAL ESTATE REFERRAL NETWORK IS SPECULATIVE AND WILL DEPEND ON MANY FACTORS INCLUDING, TO A LARGE EXTENT, CONTRACTOR’S INDEPENDENT BUSINESS ABILITY. CONTRACTOR HAS NOT RELIED ON ANY WARRANTY OR REPRESENTATION, WRITTEN, PRINTED, OR ORAL, EXPRESS OR IMPLIED, AS TO CONTRACTOR’S POTENTIAL SUCCESS AS AN INDEPENDENT CONTRACTOR FOR BROKER AND NO ONE HAS PROMISED, GUARANTEED OR ASSURED CONTRACTOR OF ANY LEVEL OF SUCCESS OR INCOME.
BY CHECKING THE BOX BELOW, THE CONTRACTOR ACKNOWLEDGES THEIR UNDERSTANDING OF, COMMITMENT TO AND AGREEMENT WITH THE TERMS OF THIS AGREEMENT AS OF THE EFFECTIVE DATE.