[INSERT NAME OF YOUR COMPANY] SALESPERSON AGREEMENT
This SALESPERSON AGREEMENT (“Agreement”) is made and entered into as of [insert
date], by and between [INSERT NAME OF YOUR COMPANY] (the “Brokerage”), with its
principal place of business located at [Insert address of your Company], and [Insert name of
Independent Contractor] (“Salesperson”), an individual whose address is at [insert address].
RECITALS
WHEREAS the Company is duly licensed as a Real Estate Broker, and is duly qualified to,
and does, procure the listing of real estate for sale and lease, and does procure purchasers
and lessees for real estate, and does perform other acts designated within Ontario Statutes,
and enjoys goodwill of, and a reputation for dealing with, the public, and also maintain and
office for the purpose of serving the public as a Real Estate Broker; and
WHEREAS Salesperson is a duly licensed Real Estate Salesperson and properly qualified
to deal with the public as such, and
WHEREAS, it is deemed to be to the mutual advantage of BROKER and Salesperson to
form the association hereinafter agreed to; and
WHEREAS the Brokerage desires to engage the services of Salesperson and the
Salesperson has agreed to perform the services as provided in this agreement for the
Company. The Parties have agreed that the provision of content shall be made on the terms
and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, Brokerage and Salesperson agree as
follows:
1. Engagement. The Company hereby engages the services of Salesperson to perform the
following services;
1.1 [insert the duties to be performed]
2. General Conditions.
2.1 The Salesperson shall govern their conduct by the Act and Regulations and the
constitution, by-laws, and all requirements of the Real Estate Council of Ontario
(“RECO”) all as may be amended from time to time.
2.2 The Salesperson shall furnish their own automobile and pay all expenses thereon
and shall carry liability and property damage insurance satisfactory to the
Brokerage.
The Salesperson shall provide proof of such insurance to the Brokerage upon
request.
2.3 The Salesperson shall during the Term of this Agreement:
(a) maintain in good standing all registrations required by the Act and Regulations
necessary to trade in real estate;
(b) be a member in good standing of RECO; and
2.4 The Salesperson shall maintain errors and omissions and such other insurance as
RECO may require from time to time.
2.5 The Salesperson shall obtain and maintain HST registration as required by the
Excise Tax Act (Canada) as amended from time to time.
2.6 The Salesperson shall not obligate the Brokerage for goods or services.
2.7 The Salesperson shall only use such real estate forms that have been approved by
the Brokerage prior to their use.
2.8 The Salesperson has read and agrees to the office policy as outlined in the
Brokerage’s office policy manual and agree to conduct themselves accordingly and
in accordance with any amendments thereto communicated to the Salesperson in
writing from time to time.
2.9 The Brokerage may set-off against the Salesperson’s commission or other amounts
the Brokerage may owe the Salesperson or any amount due to the Brokerage from
the Salesperson including without limitation payable to the Brokerage pursuant to
Article Five of this Agreement.
3. Term and Termination.
3.1 Term. The term of this Agreement shall be for a 1 year period commencing on the
[insert date] through [insert date] (the “Term”), unless earlier terminated as provided
herein, or unless extended by mutual agreement expressed in writing signed by both
parties prior to the expiration of the Term.
3.2 Termination. Notwithstanding anything in this Agreement to the contrary:
3.2.1 The agreement may be terminated by either party at any time without
advance notice, upon a material breach by the other party of any of its or his
obligations hereunder; and
3.2.2 The Term may be terminated without cause by either party upon thirty
(30) days written notice to the other.
3.2.3 Upon termination of this Agreement, the Salesperson will return to the
Brokerage all keys, listings, listing books, blueprints, signs, plans, maps,
supplies and sales literature received at any time from the Brokerage. The
Salesperson agrees to pay the Brokerage for the value of such items that
were not returned upon termination of this Agreement.
3.2.4 If on termination the Salesperson is indebted to the Brokerage then until such
debt has been paid, the amount outstanding from time to time shall bear
interest at the rate of 5 (Five) per cent per annum calculated and payable
monthly.
4. Fees and Expenses; Services.
4.1 Fees. During the Term, the Brokerage shall pay Salesperson as follows:
3.3.1 For services performed during the Term, the Brokerage will pay Salesperson
[specify monthly or yearly] .
3.3.2 Additional hours may be requested, depending on volume.
4.2 Deposits. All monies, documents or property received by the Salesperson in
connection with any transaction shall be delivered to the Brokerage immediately. All
cheques must be made payable to the Brokerage in accordance with the Act.
4.3 Business Expenses. Brokerage shall reimburse Salesperson for all reasonable, out-
of-pocket business expenses actually incurred by Salesperson during the Term in
performing the Services; provided, that
(i) any such expense is pre-approved by the Brokerage
(ii) Salesperson submits to Brokerage appropriate supporting documentation for
all such expenses in accordance with Brokerage’s policies and procedures.
Any losses incurred by the Salesperson in the course of conducting business shall be
met by the Salesperson.
5. Additional Requirements for Services to Be Performed.
5.1 Reporting. Salesperson shall regularly report, but no less than daily during the
Term, on the progress of completion of tasks, and the hours incurred in performing
such tasks. The Brokerage shall communicate due dates for the deliverables to the
contractor when the task is assigned.
5.2 Best Efforts. Salesperson agrees to use his best efforts in providing services under
the terms of this Agreement.
5.3 No Subcontracting. Salesperson is being engaged to perform personal services
within his asserted areas of professional expertise, and shall not delegate or
subcontract any portion of the services to be performed hereunder.
5.4 Brokerage’s Supplies. The Salesperson shall only use supplies which conform to
the Brokerage’s current specifications and standards, including signs, business
cards, stationery and other items used for communications or presentations to
customers and prospective customers and all promotional and novelty items.
6. Salesperson & Brokerage Relationship.
6.1 No Employment Relationship. The Brokerage and Salesperson each expressly
agree and understand that they are creating an Independent Contractor relationship,
and that Salesperson shall not be considered an employee of the Brokerage for any
purpose. Salesperson is not entitled to receive or participate in any medical,
retirement, vacation, paid or unpaid leave, or other benefits provided by the
Brokerage to its employees. Salesperson is exclusively responsible for all Social
Security, self-employment, and income taxes, disability insurance, workers’
compensation insurance, any other statutory benefits otherwise required to be
provided to employees, and all fees and licenses, if any, required for the
performance of the services hereunder.
6.2 Non-exclusivity of Services Other Than to Competitors. This Agreement shall not
restrict Salesperson from performing services for other clients or businesses;
provided, however, that during the Term of this Agreement, Salesperson shall not
apply, bid, or contract for; or undertake any employment, Salesperson work, or
consulting work with, any competitor of Brokerage. The determination of which
businesses constitute “competitors” of Brokerage shall be solely within the exclusive
discretion of the Brokerage.
7. Work for Hire.
Salesperson understands and agrees that (i) to the extent permitted by law, applicable
portions of the Work assigned to the Salesperson shall be deemed a “work made for hire”,
and that Brokerage shall be deemed the exclusive owner of all rights, title and interest in and
to such Work in any and all media, languages, territories and jurisdictions throughout the
world, now known or hereafter devised, including, but not limited to, any and all works of
authorship, copyrights and copyright registrations.
8. Conflicts of Interest and Ethical Conduct.
8.1 Performance of Services for Competitors. Salesperson will notify the Brokerage
immediately if, during the Term, he engages, or proposes to engage, in the
performance of services for any competitor of Brokerage, or any vendor to or
customer of the Brokerage. If Salesperson performs services, whether as an
employee or an Salesperson, for a competitor of Brokerage during the Term of this
Agreement, Brokerage may terminate this Agreement immediately and without
further obligation. Additionally, to avoid the appearance or existence of a conflict of
interest, during the Term, Salesperson must fully disclose in advance to Brokerage
the terms of any proposed or actual services for a vendor or customer of Brokerage,
and Brokerage shall have the right in its sole discretion to disapprove the
transaction on conflict of interest grounds, or alternatively to terminate this
Agreement immediately and without further obligation to Salesperson.
8.2 Compliance with Applicable Laws. Salesperson, in his performance under this
Agreement, shall comply with all applicable federal, state, and local laws and
regulations.
8.3 Solicitation of Brokerage Personnel. Salesperson agrees to refrain from any
solicitation or recruitment (directly or indirectly) of any of Brokerage’s employees
during the term of this Agreement and for a period after the expiration or termination
of this Agreement equal in duration to the duration of this Agreement. General
solicitation, not directed at Brokerage’s employees, will not constitute a violation of
this Section.
8.4 Conditions Imposed by Brokerage’s Customers or Vendors. Brokerage’s customers
or vendors may from time to time impose restrictions or conditions, including
conditions of confidentiality, on Brokerage and personnel working with the
Brokerage. Salesperson agrees that such terms and conditions, of which he has
been notified in writing, form an integral part of this Agreement, and Salesperson
covenants and agrees to accept and comply with such additional terms and
conditions.
9. Confidentiality and Non-Disclosure.
9.1 Confidential Information Defined. As used herein, the term “Confidential Information”
shall mean and include, without limitation, any and all trade secrets, secret
processes, marketing data, marketing plans, marketing strategies, Client names and
addresses, prospective Client lists, data concerning Brokerage’s products and
methods, computer software, files and documents, and any other information of a
similar nature disclosed to Salesperson or otherwise made known to him as a
consequence of or through his relationship with the Brokerage.
9.2 Confidential Information Belongs to Brokerage. All notes, data reference materials,
memoranda, documentation and records in any way incorporating or reflecting any
of the Confidential Information shall belong exclusively to Brokerage, and
Salesperson agrees to return the originals and all copies of such materials in his
possession, custody or control to the Brokerage upon request or upon termination or
expiration of the Term of this Agreement.
9.3 Confidentiality Obligation. Salesperson agrees during the Term of this Agreement
and thereafter to hold in confidence and not to directly or indirectly reveal, report,
publish, disclose or transfer any of the Confidential Information to any other person
or entity, or utilize any of the Confidential Information for any purpose, except in the
course of services performed under this Agreement.
9.4 Injunctive Relief in Event of Breach. Because of the unique nature of the
Confidential Information, the undersigned understands and agrees that Brokerage
will suffer irreparable harm in the event that Salesperson fails to comply with any of
his obligations under this Section 8, and that monetary damages will be inadequate
to compensate Brokerage for such breach. Accordingly, Salesperson agrees that
Brokerage will, in addition to any other remedies available to it at law or in equity, be
entitled to injunctive relief to enforce the terms of this Section 8.
10. Representations and Warranties.
Salesperson hereby represents and warrants that, as of the date hereof and continuing
throughout the term of this Agreement, he is not and will not be in any way restricted or
prohibited, contractually or otherwise, from entering into this Agreement or performing the
services contemplated hereunder.
11. Dispute Resolution
All or any disputes arising out or touching upon or in relation to the terms and conditions of
this Agreement, including the interpretation and validity of the terms thereof and the
respective rights and obligations of the Parties, shall be settled amicably by mutual
discussion, failing which the same shall be referred to the Real Estate Council of Ontario.
12. Miscellaneous.
12.1 Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes and replaces any
oral or written agreements heretofore entered into between the parties. This
Agreement cannot be modified, or any performance or condition waived, in whole or
in part, except by a writing signed by the party against whom enforcement of the
modification or waiver is sought. The waiver of any breach of any term or condition
of this Agreement shall not be deemed to constitute the waiver of any other breach
of the same or any other term or condition.
12.2 Interpretation, Severability and Reformation. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be valid and effective
under applicable law. If any provision of this Agreement shall be unlawful, void or for
any reason unenforceable, it shall be deemed separable from, and shall in no way
affect the validity or enforceability of, the remaining provisions of this Agreement,
and the rights and obligations of the parties shall be enforced to the fullest extent
possible.
12.3 Survival. To the extent consistent with this Agreement, all representations,
warranties and post-termination obligations contained in this Agreement shall
survive the expiration of the Term, or the termination, of this Agreement.
12.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
Brokerage and to any of its successors. This Agreement is not assignable by
Salesperson, but shall be binding upon and, to the extent provided for in this
Agreement, inure to the benefit of Salesperson’s heirs, executors, administrators
and legal representatives.
12.5 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
12.6 Governing Law. The validity and effect of this Agreement shall be governed by and
construed and enforced in accordance with the laws of Ontario without reference to
conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Salesperson Agreement as
of the date first above written.
/s/_________________________
[insert name of your Brokerage]
[insert representative’s name]
[date]
/s/_________________________
[insert name of Salesperson]
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