INDEPENDENT CONTRACTOR SERVICES AGREEMENT – REAL ESTATE SALESPERSON

Document Sample
INDEPENDENT CONTRACTOR SERVICES AGREEMENT – REAL ESTATE SALESPERSON Powered By Docstoc
					   INDEPENDENT CONTRACTOR SERVICES AGREEMENT –
             REAL ESTATE SALESPERSON

       This Agreement is made and entered into, as of _________________, 20__ (“Effective
Date”), by and between Shiloh Street LLC, a Washington State Limited Liability Company
(“Company”) and, ___________________________________________ [REAL ESTATE
SALESPERSON’S NAME], a licensed real estate salesperson of the state of Washington,
(“Salesperson” and together with Company the “Parties”), for the purpose of employing
Salesperson as a Real Estate Salesperson.

Wheareas, Company is duly licensed as a real estate Company in the State of Washington.

Whearas, Salesperson is duly licensed as a real estate salesperson in the State of Washington.

Therefore, in consideration for the mutual covenants contained herein and other good and
valuable consideration, the parties agree as follows:

       1.      Engagement of Services. Salesperson will perform customary duties of a real
       estate salesperson under the supervision of Company pursuant to State of Washington
       license laws. Salesperson is authorized to execute contracts of sale and listing agreements
       on behalf of Company as Company’s agent, as set forth herein. Under no circumstances
       during the term of this agreement or thereafter will Salesperson engage in any pursuit or
       activity, whether for compensation or not, which breaches Salesperson’s fiduciary
       relationship with the seller and/or buyer in any real estate transaction. Salesperson will
       not engage in property management services of any kind expect for property management
       where Salesperson has an ownership interest. The terms of this Agreement will govern
       all services undertaken by Salesperson for Company.

       2.     Compensation; Timing. Company will pay Salesperson the fee set forth in
       Exhibit A, “Compensation Plans”, for the services provided (as defined in Section 1
       (“Engagement of Services”)). Upon termination of this Agreement for any reason,
       Salesperson will be paid fees on the basis (as defined in Exhibit A, “Compensation
       Plans” and Section 8 “Term and Termination”)).

       3.       Independent Contractor Relationship. Salesperson’s relationship with Company
       is that of an independent contractor, and nothing in this Agreement is intended to, or shall
       be construed to, create a partnership, agency, joint venture, employment or similar
       relationship. Salesperson will not be entitled to any of the benefits that Company may
       make available to its employees, including, but not limited to, group health or life
       insurance, profit-sharing or retirement benefits. Salesperson is not authorized to make
       any representation, contract or commitment on behalf of Company unless specifically
       requested or authorized in writing to do so by a Company manager. Salesperson is solely
       responsible for, and will file, on a timely basis, all tax returns and payments required to
       be filed with, or made to, any federal, state or local tax authority with respect to the



                                                1
performance of services and receipt of fees under this Agreement. Salesperson is solely
responsible for, and must maintain adequate records of, expenses incurred in the course
of performing services under this Agreement. No part of Salesperson’s compensation
will be subject to withholding by Company for the payment of any social security,
federal, state or any other employee payroll taxes. Company will pay over to the
Department of Labor and Industries Salesperson’s Workman Compensation premiums.
Company will regularly report amounts paid to Salesperson by filing Form 1099-MISC
with the Internal Revenue Service as required by law. Salesperson shall pay any and all
expenses incurred by Salesperson in connection with services performed for Company
(as defined in Section 1 (“Engagement of Services”)) including, without limitation,
expenses of transportation, gasoline, automobile, telephone, business cards, advertising,
internet and entertainment. Company will not be obligated to furnish or make available to
Salesperson any office or other facilities or clerical services of the Company. Any such
office or other facilities or clerical services required deemed desirable by Salesperson to
perform the services and responsibilities hereunder, shall be the sole responsibility of
Salesperson.

4.     Confidentiality.

        (a)    Definition of Confidential Information. “Confidential Information” means
(a) any technical and non-technical information related to the Company’s business and
current, future and proposed products and services of Company, including for example
and without limitation, Company Innovations, Company Property (as defined in Section
5 (“Ownership and Return of Confidential Information and Company Property”)), and
Company’s information concerning research, development, design details and
specifications, financial information, procurement requirements, engineering and
manufacturing information, customer lists, business forecasts, sales information and
marketing plans and (b) any information that may be made known to Salesperson and that
Company has received from others that Company is obligated to treat as confidential or
proprietary.

        (b)    Nondisclosure and Nonuse Obligations. Except as permitted in this
Section, Salesperson shall not use, disseminate or in any way disclose the Confidential
Information. Salesperson may use the Confidential Information solely to perform
services (as defined in Section 1 (“Engagement of Services”)), for the benefit of
Company. Salesperson shall treat all Confidential Information with the same degree of
care as Salesperson accords to Salesperson’s own confidential information, but in no case
shall Salesperson use less than reasonable care. Salesperson shall disclose Confidential
Information only to those of Salesperson’s employees, if any, who have a need to know
such information. Salesperson certifies that each such employee will have agreed, either
as a condition of employment or in order to obtain the Confidential Information, to be
bound by terms and conditions at least as protective as those terms and conditions
applicable to Salesperson under this Agreement. Salesperson shall immediately give
notice to Company of any unauthorized use or disclosure of the Confidential Information.
Salesperson shall assist Company in remedying any such unauthorized use or disclosure
of the Confidential Information. Salesperson agrees not to communicate any information
to Company in violation of the proprietary rights of any third party.


                                         2
        (c)    Exclusions from Nondisclosure and Nonuse Obligations. Salesperson’s
obligations under Section 4.2 (Nondisclosure and Nonuse Obligations) shall not apply to
any Confidential Information that Salesperson can demonstrate (a) was in the public
domain at or subsequent to the time such Confidential Information was communicated to
Salesperson by Company through no fault of Salesperson; (b) was rightfully in
Salesperson’s possession free of any obligation of confidence at or subsequent to the time
such Confidential Information was communicated to Salesperson by Company; or
(c) was developed by employees of Salesperson independently of and without reference
to any Confidential Information communicated to Salesperson by Company. A
disclosure of any Confidential Information by Salesperson (a) in response to a valid order
by a court or other governmental body or (b) as otherwise required by law shall not be
considered to be a breach of this Agreement or a waiver of confidentiality for other
purposes; provided, however, that Salesperson shall provide prompt prior written notice
thereof to Company to enable Company to seek a protective order or otherwise prevent
such disclosure.

5.      Ownership and Return of Confidential Information and Company Property. All
Confidential Information and any materials (including, without limitation, documents,
drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists)
furnished to Salesperson by Company, whether delivered to Salesperson by Company or
made by Salesperson in the performance of services under this Agreement and whether or
not they contain or disclose Confidential Information (collectively, the “Company
Property”), are the sole and exclusive property of Company or Company’s suppliers or
customers. Salesperson agrees to keep all Company Property at Salesperson’s premises
unless otherwise permitted in writing by Company. Within five (5) days after any
request by Company, Salesperson shall destroy or deliver to Company, at Company’s
option, (a) all Company Property and (b) all materials in Salesperson’s possession or
control that contain or disclose any Confidential Information. Salesperson will provide
Company a written certification of Salesperson’s compliance with Salesperson’s
obligations under this Section.

6.     Observance of Company Rules. At all times, Salesperson will observe
Company’s rules and regulations with respect to conduct, health, safety and protection of
persons and property.

7.      No Conflict of Interest. During the term of this Agreement, Salesperson will not
accept work, enter into a contract or accept an obligation inconsistent or incompatible
with Salesperson’s obligations, or the scope of services to be rendered for Company,
under this Agreement. Salesperson warrants that, to the best of Salesperson’s knowledge,
there is no other existing contract or duty on Salesperson’s part that conflicts with or is
inconsistent with this Agreement. Salesperson agrees to indemnify Company from any
and all loss or liability incurred by reason of the alleged breach by Salesperson of any
services agreement with any third party.




                                         3
8.     Term and Termination.

       (a)     Term. This Agreement is effective as of the Effective Date set forth above
and will continue unless terminated as set forth below.

        (b)    Termination by Company. Company may terminate this Agreement
without cause at any time, with termination effective immediately after Company’s
delivery to Salesperson of written notice of termination. Company also may terminate
this Agreement (a) immediately upon Salesperson’s breach of Section 5 (Confidentiality)
or 9 (Noninterference with Business) or (b) immediately for a material breach by
Salesperson if Salesperson’s material breach of any other provision under this Agreement
is not cured within ten (10) days after the date of Company’s written notice of breach.

        (c)   Termination by Salesperson. Salesperson may terminate this Agreement
without cause at any time, with termination effective immediately after Salesperson’s
delivery to Company of written notice of termination. Salesperson also may terminate
this Agreement immediately for a material breach by Company if Company’s material
breach of any provision of this Agreement is not cured within ten (10) days after the date
of Salesperson’s written notice of breach.

        (d)     Effect of Expiration or Termination. Upon expiration or termination of
this Agreement, Company shall pay Salesperson for services performed under this
Agreement as set forth in Exhibit A, “Compensation Plans”. Termination will in no
manner deprive Salesperson of any commissions that Salesperson has earned on
transactions that are pending at the time of termination and that close after termination
has occurred. In the event Company is required, at Company’s sole discretion, to utilize
services of another real estate salesperson on Salesperson’s pending transactions after
termination, Company will be entitled to pay a portion not to exceed 50% of
Salesperson’s share of commission to said second real estate salesperson for such
services. The definitions contained in this Agreement and the rights and obligations
contained in this Section and Sections 4 (Confidentiality), 5 (Ownership and Return of
Confidential Information and Company Property), 9 (Noninterference with Business) and
10 (General Provisions) will survive any termination or expiration of this Agreement.
Salesperson acknowledges that upon termination, Salesperson’s real estate license is
returned to the Department of Licensing.

9.     Noninterference with Business. During this Agreement, and for a period of two
(2) years immediately following the termination or expiration of this Agreement,
Salesperson agrees not to solicit or induce any employee or independent contractor to
terminate or breach an employment, contractual or other relationship with Company.

10.    General Provisions.

       (a)    Successors and Assigns. Salesperson may not subcontract or otherwise
delegate Salesperson’s obligations under this Agreement without Company’s prior
written consent. Subject to the foregoing, this Agreement will be for the benefit of
Company’s successors and assigns, and will be binding on Salesperson’s assignees.



                                        4
        (b)   Injunctive Relief. Salesperson’s obligations under this Agreement are of a
unique character that gives them particular value; Salesperson’s breach of any of such
obligations will result in irreparable and continuing damage to Company for which
money damages are insufficient, and Company shall be entitled to injunctive relief and/or
a decree for specific performance, and such other relief as may be proper (including
money damages if appropriate).

        (c)     Notices. Any notice required or permitted by this Agreement shall be in
writing and shall be delivered as follows, with notice deemed given as indicated: (a) by
personal delivery, when actually delivered; (b) by overnight courier, upon written
verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of
electronic transmission; or (d) by certified or registered mail, return receipt requested,
upon verification of receipt. Notice shall be sent to the addresses set forth in this
Agreement or to such other address as either party may provide in writing.

        (d)    Governing Law; Forum. This Agreement shall be governed in all respects
by the laws of the United States of America and by the laws of the State of Washington,
as such laws are applied to agreements entered into and to be performed entirely within
Washington State between Washington State residents. Each of the parties irrevocably
consents to the exclusive personal jurisdiction of the federal and state courts located in
Washington State, as applicable, for any matter arising out of or relating to this
Agreement, except that in actions seeking to enforce any order or any judgment of such
federal or state courts located in Washington State, such personal jurisdiction shall be
nonexclusive. Additionally, notwithstanding anything in the foregoing to the contrary, a
claim for equitable relief arising out of or related to this Agreement may be brought in
any court of competent jurisdiction.

         (e)    Severability. If a court of law holds any provision of this Agreement to be
illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve
an economic effect that is as near as possible to that provided by the original provision
and (b) the legality, validity and enforceability of the remaining provisions of this
Agreement shall not be affected thereby.

       (f)     Waiver; Modification. If Company waives any term, provision or
Salesperson’s breach of this Agreement, such waiver shall not be effective unless it is in
writing and signed by Company. No waiver by a party of a breach of this Agreement
shall constitute a waiver of any other or subsequent breach by Salesperson. This
Agreement may be modified only by mutual written agreement of authorized
representatives of the parties.

      (g)    Entire Agreement. This Agreement constitutes the entire agreement
between the parties relating to this subject matter and supersedes all prior or
contemporaneous agreements concerning such subject matter, written or oral.

11.    Automobile Insurance.

Salesperson agrees to carry automobile insurance that is not less than minimum State of



                                         5
Washington law requirements.

12.    State Laws & Rules of Multiple Listing Service.

Salesperson will abide by all applicable statutes and regulations of the State of
Washington relating to real estate and all lawful by-laws, rules and regulations of any
multiple listing trade association to which Company may belong. Any disputes regarding
this agreement or the parties’ relationship will be interpreted in accordance with the laws
of the State of Washington, excluding its conflict laws.

13.    Annual Salesperson Fee.

Salesperson will pay Company an annual fee to defer Company’s cost of Salesperson
being insured under Company’s errors & omissions insurance policy as well as the State
of Washington Worker’s Compensation Tax due from Salesperson. The annual fee due
date will commence (12) months after the date of this Agreement and will continue to be
due and payable to Company every (12) months thereafter. The annual fee will be
($497.00) as of the date of this Agreement and will be subject to change at Company’s
sole discretion. In the event the annual fee changes, Company will notify Salesperson in
writing within (30) days of Salesperson’s annual due date.

14.    Earnest Money.

Salesperson will have all earnest monies relating to any real estate transaction deposited
with an escrow company located in the State of Washington.

15.    Rebating of Commissions.

Salesperson may rebate an amount of Salesperson’s commission to a buyer relating to a
real estate transaction if permitted under State of Washington laws. In the event
Salesperson rebates an amount of Salesperson’s commission, Salesperson agrees the
rebated amount will not exceed any transaction fees due Company as defined in this
Agreement. In the event the rebated amount does exceed transaction fees due to
Company, Salesperson will pay those fees directly to Company. Salesperson will be
solely responsible to provide rebate to buyer(s) after Company has delivered
Salesperson’s commission amount to Salesperson. Salesperson will be solely responsible
for tax implications of rebating commissions to buyer(s).

16.    Transaction Documentation.

Salesperson will deliver to Company via email, fax or regular mail any and all documents
relating to any real estate transaction in which Salesperson is involved in at the time a)
the transaction has gone to escrow, b) the transaction has been terminated by all parties,
and c) the transaction has successfully closed. Salesperson’s commission will be
withheld by Company until all transaction documentation has been received by
Company.

17.    Marketing & Advertising.


                                         6
        Salesperson will prominently display the Company’s Shiloh Street Logo in all marketing
        and advertising including but not limited to personal website display, mailers, listing
        signs, business cards and public display ads. Any marketing and advertising for the
        purposes of recruiting other agents will need to be approved by Company.


        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

“Company”                                          “Salesperson”

Shiloh Street LLC, a Washington State Limited ____________________________________
Liability Company                             [PRINT SALESPERSON’S NAME]

Sign:                                              Sign:                                  __

Date: _______________________________              Date: ________________________________

                                                   Address: _____________________________
                                                             (street)

                                                   _____________________________________
                                                   (city)           (state)      (zip)

                                                   Phone: _______________________________

                                                   Email: _______________________________




                                               7
Exhibit A.    Compensation Plans.

       Salesperson’s compensation will be as follows:

(MAKE YOUR SELECTION BY SIGNING BELOW PLAN NAME)

       1)     Premium Plan (option A)

______________________
(Salesperson’s Signature)

              a)     Compensation Details.         Salesperson will pay Company a non-
       refundable joining fee of ($1,497.00). Salesperson will receive (100%) of the
       commissions from all real estate transactions that Salesperson closes minus 1) State of
       Washington Business & Occupation Tax, which is (1.50%) as of the date of this
       Agreement 2) ($197.00) Company transaction fee.

               b)      Referral Bonuses.    For each “Real Estate Salesperson” that Salesperson
       refers to Company and joins Company under the Premium Plan (option A or B),
       Salesperson will receive a one-time referral bonus of ($1,000.00) after “Real Estate
       Salesperson” has paid Company their joining fee in full. For each “Real Estate
       Salesperson” that Salesperson refers to Company and joins Company under the Standard
       Plan, Salesperson will receive ($400.00) for each transaction that the referred “Real
       Estate Salesperson” closes for a term as long as Salesperson maintains their real estate
       license with Company. For each referred “Real Estate Salesperson” that upgrades from
       the Standard Plan to the Premium Plan while Salesperson is maintaining their real estate
       license with Company, Salesperson will receive a one-time referral bonus of ($1,000.00).
       Salesperson will only receive referral bonuses if the referred “Real Estate Salesperson”
       names Salesperson as their “Referral Agent” on the Company’s joining application.
       Company will pay only one referral or upgrade bonus for each Real Estate Salesperson
       that joins the Company or upgrades their plan.

               c)      Compensation Timing.         Commissions from Salesperson’s closed real
       estate transactions will be paid via direct deposit or by check mailed to Salesperson’s
       address as stated in this Agreement. Commissions will not be paid to Salesperson until
       Company has received a) the commission disbursement check from the escrow company
       which closed the transaction and b) a full transaction file via email, fax or regular mail
       from Salesperson including all documentation relating to the transaction. Referral
       bonuses (as defined in Section 1.2 of “Exhibit A”) will be paid via direct deposit or by
       check mailed to Salesperson’s address as stated in this Agreement. Referral bonuses
       resulting from referred “Real Estate Salesperson” closed transactions will not be paid to
       Salesperson until Company receives a) the commission disbursement check from the
       escrow company which closed the transaction and b) a full transaction file via email, fax
       or regular mail from the referred “Real Estate Salesperson” including all documentation
       relating to the transaction. Referral bonuses resulting from referred “Real Estate
       Salesperson” joining Company under the Premium Plan will be paid via direct deposit or
       by check mailed to Salesperson’s address once the referred “Real Estate Salesperson” has


                                              -8-
      paid their joining fee to Company.

      2)     Premium Plan (option B)

______________________
(Salesperson’s Signature)

              a)      Compensation Details.          Salesperson will pay Company a non-
      refundable joining fee of ($497.00). The remaining non-refundable joining fee balance of
      ($2,997.00) will be deducted from Salesperson’s first commission check. In the event
      Salesperson’s first commission check is insufficient to cover the ($2,997.00) remaining
      joining fee, the balance will be deducted from Salesperson’s subsequent commission
      checks until Salesperson’s joining fee balance is paid in full to Company. Salesperson
      will receive (100%) of the commissions from all real estate transactions that Salesperson
      closes, after the full joining fee has been paid to Company, minus 1) State of Washington
      Business & Occupation Tax, which is (1.50%) as of the date of this Agreement 2)
      ($197.00) Company transaction fee.

              b)      Referral Bonuses.    For each “Real Estate Salesperson” that Salesperson
      refers to Company and joins Company under the Premium Plan (option A or B),
      Salesperson will receive a one-time referral bonus of ($1,000.00) after “Real Estate
      Salesperson” has paid Company their joining fee in full. For each “Real Estate
      Salesperson” that Salesperson refers to Company and joins Company under the Standard
      Plan, Salesperson will receive ($400.00) for each transaction that the referred “Real
      Estate Salesperson” closes for a term as long as Salesperson maintains their real estate
      license with Company. For each referred “Real Estate Salesperson” that upgrades from
      the Standard Plan to the Premium Plan while Salesperson is maintaining their real estate
      license with Company, Salesperson will receive a one-time referral bonus of ($1,000.00).
      Salesperson will only receive referral bonuses if the referred “Real Estate Salesperson”
      names Salesperson as their “Referral Agent” on the Company’s joining application.
      Company will pay only one referral or upgrade bonus for each Real Estate Salesperson
      that joins the Company or upgrades their plan.

              c)      Compensation Timing.         Commissions from Salesperson’s closed real
      estate transactions will be paid via direct deposit or by check mailed to Salesperson’s
      address as stated in this Agreement. Commissions will not be paid to Salesperson until
      Company has received a) the commission disbursement check from the escrow company
      which closed the transaction and b) a full transaction file via email, fax or regular mail
      from Salesperson including all documentation relating to the transaction. Referral
      bonuses (as defined in Section 1.2 of “Exhibit A”) will be paid via direct deposit or by
      check mailed to Salesperson’s address as stated in this Agreement. Referral bonuses
      resulting from referred “Real Estate Salesperson” closed transactions will not be paid to
      Salesperson until Company receives a) the commission disbursement check from the
      escrow company which closed the transaction and b) a full transaction file via email, fax
      or regular mail from the referred “Real Estate Salesperson” including all documentation
      relating to the transaction. Referral bonuses resulting from referred “Real Estate
      Salesperson” joining Company under the Premium Plan will be paid via direct deposit or


                                             -9-
      by check mailed to Salesperson’s address once the referred “Real Estate Salesperson” has
      paid their joining fee to Company.

3)    Standard Plan.

______________________
(Salesperson’s Signature)

             a)      Compensation Details.         Salesperson will pay Company a non-
      refundable joining fee of ($497.00). Salesperson will receive (100%) of the commissions
      from all real estate transactions that Salesperson closes minus 1) State of Washington
      Business & Occupation Tax, which is (1.50%) as of the date of this Agreement 2)
      ($997.00) Company transaction fee. Salesperson may upgrade to the Premium Plan at
      anytime by paying an upgrade fee of ($2,997.00) to Company.

              b)      Referral Bonuses.    For each “Real Estate Salesperson” that Salesperson
      refers to Company and joins Company under the Premium Plan (option A or B),
      Salesperson will receive a one-time referral bonus of ($1,000.00) after “Real Estate
      Salesperson” has paid Company their joining fee in full. For each “Real Estate
      Salesperson” that Salesperson refers to Company and joins Company under the Standard
      Plan, Salesperson will receive ($400.00) for each transaction that the referred “Real
      Estate Salesperson” closes for a term as long as Salesperson maintains their real estate
      license with Company. For each referred “Real Estate Salesperson” that upgrades from
      the Standard Plan to the Premium Plan while Salesperson is maintaining their real estate
      license with Company, Salesperson will receive a one-time referral bonus of ($1,000.00).
      Salesperson will only receive referral bonuses if the referred “Real Estate Salesperson”
      names Salesperson as their “Referral Agent” on the Company’s joining application.
      Company will pay only one referral or upgrade bonus for each Real Estate Salesperson
      that joins the Company or upgrades their plan.

              c)      Compensation Timing.         Commissions from Salesperson’s closed real
      estate transactions will be paid via direct deposit or by check mailed to Salesperson’s
      address as stated in this Agreement. Commissions will not be paid to Salesperson until
      Company has received a) the commission disbursement check from the escrow company
      which closed the transaction and b) a full transaction file via email, fax or regular mail
      from Salesperson including all documentation relating to the transaction. Referral
      bonuses (as defined in Section 2.2 of “Exhibit A”) will be paid via direct deposit or by
      check mailed to Salesperson’s address as stated in this Agreement. Referral bonuses
      resulting from referred “Real Estate Salesperson” closed transactions will not be paid to
      Salesperson until Company receives a) the commission disbursement check from the
      escrow company which closed the transaction and b) a full transaction file via email, fax
      or regular mail from the referred “Real Estate Salesperson” including all documentation
      relating to the transaction. Referral bonuses resulting from referred “Real Estate
      Salesperson” joining Company under the Premium Plan will be paid via direct deposit or
      by check mailed to Salesperson’s address once the referred “Real Estate Salesperson” has
      paid their joining fee to Company.



                                            - 10 -
NOTE: This Exhibit A is governed by the terms of an Independent Contractor Services
Agreement in effect between Company and Salesperson.

        IN WITNESS WHEREOF, the parties have executed Exhibit A, “Compensation Plans”,
as of date below.

“Company”                                   “Salesperson”

Shiloh Street LLC, a Washington State Limited ____________________________________
Liability Company                             [PRINT SALESPERSON’S NAME]

Sign:                                       Sign:                                __

Date:                                       Date: ________________________________

                                            Address: _____________________________
                                                      (street)

                                            _____________________________________
                                            (city)           (state)      (zip)

                                            Phone: _______________________________

                                            Email: ________________________________




                                        - 11 -