REFERRAL SERVICE AGREEMENT

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REFERRAL SERVICE AGREEMENT

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BETWEEN

 ________________________________________________________________

“THE BROKER”

AND

 _______________                                                                                                     . 

“THE REAL ESTATE AGENT”

This Agreement (“Agreement”) is entered into on this _____ Day of ______________ 20___ (“Effective Date”) between ___________________________________(The Broker) whose Principal address is P.O Box ___________,and __________________ (The Real Estate Agent) whose principal address is P.O. Box _____________________.

All references to “ the Real Estate Agent” in this Agreement shall include all directors, officers, employees, and agents affiliated with the Real Estate Agent.

The Broker and Real Estate Agent shall collectively be referred to as the “Parties,” or individually as the “Party,” and this shall include that Party’s successors and assigns

In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby agree as follows:

1. COMMENCEMENT AND DURATION

This Agreement shall be valid from the Effective Date until its termination in accordance with the terms set out in this Contract.

2. SERVICES 

2.1. The Real Estate Agent desires to obtain certain introductory services described hereunder from the Broker in exchange for an agreed-upon fee.

2.2. The Broker shall act as an intermediary between potential clients and the Real Estate Agent, whereby he and/or his agents/employees will refer individuals and/or companies interested in engaging in a conveyance/real estate transaction (i.e., land purchase, land sale, leasing, renting etc) to the Real Estate Agent who will facilitate the acquisition by the potential client of their expressed interest and any other interests that may arise thereafter.

3. FEES

3.1. In consideration of the provision of the Referral Services, the Real Estate Agent agrees to

pay the Broker Referral fees in the amount of  50% of the gross commission earned by the Real Estate Agent received as earned fees throughout their relationship with any party referred by the Broker.

3.2. “Gross Commission” is the amount that a broker is eligible to receive as stated in the closing document, including any bonuses paid to an agent for client-side real estate brokerage services and real estate agency services of any and all real estate transactions (including subsequent lease commissions on a property sold) involving a Referral.

3.3 Gross Commission is not reduced by any discounts or commission reduction Real Estate Agent may extend to a Referral.

3.4. The Referral Fees will be compensation for introducing the Real Estate Agent (and/or one of its Participating Agents) to the Referral because without such introduction, whether directly or indirectly, the real estate transaction may not have occurred.

3.5. Referral Fees shall be remitted promptly following the consummation of the transaction with such Referral, but in any event, no later than ten (10) days following such transaction.

3.6. A copy of the closing statement or other applicable statement detailing the transaction shall be included for Referral Fee verification purposes.

3.7. Referral Fees owed to the Broker are not impacted, reduced, or waived due to any other referral fee, commission, or other payment that the Real Estate Agent or one of its Participating

Agents may owe to another third party.

3.8. The Referral Fees shall be remitted to the Brokers Bank Account which for purposes of this Agreement shall be _____________________________.

3.9. The Referral Fee is tied to the Referral. The obligation of the Real Estate Agent to pay Referral Fees under this Agreement is not subject to one of its affiliate agent’s continued employment or contractor relationship with Real Estate Agent and is not waived, forgiven, or nullified upon the termination of such relationship.

4. AUTONOMY

4.1. The Broker is an independent contractor and shall have sole and exclusive control over the way they, their employees, and agents perform the services to be provided under this Agreement.

4.2. The Broker will have full control over working time, methods, and decision-making in relation to the provision of the services under this Agreement.

4.3. The Broker will work autonomously and not at the direction of the Real Estate Agent. However, the Broker may, at his discretion, be responsive to the reasonable needs and concerns of the Real Estate Agent.

4.4. The Broker shall have the right to engage and employ such individuals and agents as may be necessary in connection with the services to be provided under this Agreement, provided that such individuals and agents shall be subject to control, contractual or otherwise, solely and exclusively by the Broker.

5. TRANSFER OF REFERRALS

5.1. The Real Estate Agent shall not transfer a Referral to another Real Estate Agent and/or unaffiliated agent.

5.2. If the Real Estate Agent is unable or unwilling to continue with the Referral, they shall advise the Broker in writing, and the Broker shall have the right to transfer the Referral to another Real Estate Agent.

6. FURTHER ASSURANCES

The Real Estate Agent hereto agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

7. INTELLECTUAL PROPERTY

All intellectual property belonging to the Broker shall be the Broker’s exclusive property. At the Broker’s discretion, the Real Estate Agent may enjoy a non-exclusive, limited use license to the intellectual property.

8. NON-ASSIGNMENT

8.1. The Real Estate Agent may not assign, transfer, or sub-contract all or any of its rights or obligations under this Agreement without the express written consent of the Broker. Any attempted assignment contrary to this provision shall be void.

8.2. This Agreement, including all amendments and exhibits, shall inure to the benefit of and

be binding upon the successors and permitted assigns of the Parties.

9. NON-EXCLUSIVITY

This Agreement is non-exclusive, and the Broker may offer their services to any number of other Real Estate Agents.

10. INDEMNIFICATION

10.1. The Real Estate Agent will indemnify and hold harmless the Broker for any damage, injury, or loss of Service arising out of this Agreement.

10.2. The Real Estate Agent shall indemnify the Broker from and against all claim, loss, and damage caused by the Agent in connection with this Agreement, including court costs and attorney fees.

10.3. The Real Estate Agent shall indemnify and hold harmless the Broker from and against all claims and suits arising out of this Agreement, including court costs and attorney fees.

11. CONFIDENTIALITY

11.1. All non-public, confidential, or proprietary information of the Broker whether disclosed orally or disclosed/accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Broker in writing.

11.2. This section does not apply to information that is:

1. In the public domain;
2. Known to Recipient Party at the time of disclosure, or ;
3. Rightfully obtained by Recipient Party on a non-confidential basis from a third party.

11.3. This Agreement is confidential and cannot be divulged to third parties by a Party, unless as provided by law, without the written consent of the other Party.

12. NON-SOLICITATION

12.1. For the duration of this Agreement, and subsequently after termination of the Agreement, the Real Estate Agent shall not interfere with the Broker’s relationship with, or endeavor to entice away from the Broker its customers; any officer; director; employee; or any person who had a material business relationship with the Broker in the duration of this Agreement.

12.2. The Real Estate Agent further undertakes not to directly or indirectly solicit any client to terminate or modify their relationship with the Broker or to move their relationship to any competitor who is in the same line of business as the Broker and who provides services substantially similar to those offered by the Broker.

13. FORCE MAJEURE

13.1. For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

13.2. A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay to carry out the terms of this Agreement.

14. NOTICES

14.1 Notices and other communications given or made in connection with this Agreement shall be in writing and shall be deemed given:

1. Two (2) days after being sent by express, registered or certified mail; or
2. One (1) business day after being sent by overnight courier; or
3. On the same business day, if sent by facsimile addressed to the Party at its address set out above or its email as may be provided at any point.

14.2 However, notices for termination of Contract shall be issued at least 30 days in advance in any of the methods described above

15. TERMINATION

15.1. Either Party may terminate this Agreement at any time upon giving the requisite notice. (See Clause 14.2).

15.2. If the Real Estate Agent wishes to terminate the Contract in less than the stipulated days in this Agreement, the Broker reserves the right to charge costs they have already paid in advance or incurred.

15.3. The termination of this Agreement shall not discharge any pending liabilities accumulated by the Real Estate Agent.

16. WARRANTIES AND REPRESENTATIONS

The Broker disclaims all warranties, whether express, implied, or statutory, as to any aspect of the services to be provided hereunder.

17. DISPUTE RESOLUTION

Parties agree to settle disputes herein in the first instance through: (select one)

☐Negotiation                           ☐Mediation                                 ☐Arbitration                       ☐Litigation

18. GOVERNING LAW

18.1. This Agreement shall be governed in all respects by the laws of the State of __________, without regard to its conflicts of law provisions.

18.2. Any disputes arising out of this Agreement between the Parties shall be dealt with by the Courts of ____________(State).

19. PARTIES’ ACKNOWLEDGMENTS

The Parties acknowledge that they have been provided with the opportunity to negotiate this Agreement and to seek legal counsel before signing this Agreement. In addition, they acknowledge that they have the capacity to contract and enter into this Agreement and that further, they have entered into this Agreement freely and voluntarily.

20. GENERAL PROVISIONS

1. This Agreement may be amended only by the written consent of the Parties hereto.
2. If any provision under this Contract is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
3. This Agreement constitutes the entire Agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in the execution of this Agreement.
4. Unless otherwise provided, failure by the Broker to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.
5. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
6. The Article and Section headings in this Agreement are for convenience, and they form in no way part of this Agreement and shall not affect its interpretation.
7. Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as of the day and year set forth below.

Signed by the REAL ESTATE AGENT or their duly authorized representative  Signature: ………………………………. Name:………………………………………. Designation:………………………………… Date:…………………………………

Signed by the BROKER Signature: ………………………………… Name: ………………………………………. Date:………………………………………