IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREE SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE AGENCY AND OTHER PARTIES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION.

1. LICENSURE.

The Agency Brokerage ("Broker") is a duly licensed real estate broker in the jurisdiction(s) in which The Agency provides real estate brokerage services. You represent that you are a duly licensed real estate broker or salesperson in the jurisdiction in which you perform such services. You are authorized to solicit clients only for residential properties and must seek the permission of The Agency to engage in the marketing or selling of commercial or new development residential properties. The Agency and you each warrant that all times during the term of this Agreement they shall maintain such license in good standing and shall perform their duties arising hereunder in compliance with all applicable laws in the jurisdiction in which each party performs their duties hereunder (“Applicable Law”) (including but not limited to, in the case of New York, the Real Property Law of the State of New York). You shall hold only one valid license as an associate real estate broker or real estate salesperson under Applicable Law (including, in the case of New York, Article 12A of the New York State Real Property Law), unless otherwise agreed to by The Agency, in writing. The Agency shall, during the term of this Agreement, hold such license and be named thereon.

2. CONFIDENTIALITY.

During the course of your association with The Agency, you may acquire information related to (i) listing files, (ii) sales files, (iii) correspondence, (iv) papers, (v) documents, (vi) records, (vii) client information, (viii) computer data and content and (ix) other materials and information maintained by The Agency. You agree that this information in addition to the terms of this Agreement, all financial, business, legal and technical information that you develop, learn or obtain, or that are received by or for The Agency in confidence, constitute Proprietary Information. You will hold in strict confidence, and exercise all reasonable precautions to prevent unauthorized access to, and not disclose (except as required by law) or, except in performing the independent contractor services for The Agency, use any Proprietary Information. However, Proprietary Information will not include information that you can document is or becomes readily publicly available without restriction through no fault of yours. Upon termination and at The Agency's request at any other time, you will promptly return to The Agency all materials and copies containing or embodying Proprietary Information, except that you may keep a personal copy of your compensation records and this Agreement, and you agree to, upon The Agency’s request, certify to The Agency your compliance with the foregoing. You also recognize and agree that you have no expectation of privacy with respect to The Agency's telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that your activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

3. COMPENSATION.

The Agency will pay you commission for your gross sales, pursuant to the terms and conditions set forth in the ICA and payable in accordance with The Agency’s Agent Finance Policy. The Agency shall not withhold any portion of your commissions for income taxes (federal, state, or local), payroll taxes, or any other taxes levied by any taxing authority, all in accordance with Section 3508 of the Internal Revenue Code. The Agency has the right to offset any amounts due to The Agency against any commissions or other amounts due to you. Similarly, The Agency reserves the right to offset any commission or other amounts due to you by any expenses, repayment obligations, or offsets due to The Agency. Upon termination, you shall submit to The Agency a list of your pending transactions for which you seek a commission.

4. LEGAL ACTION TO COLLECT DISPUTED COMMISSION.

In the event that it is necessary to initiate a lawsuit to collect disputed commissions, the final decision as to whether or not such a lawsuit should be initiated and the selection of attorneys shall be made by The Agency alone. Any agreement to settle a disputed lawsuit shall be the responsibility and decision of The Agency. Attorneys’ fees and costs which may be incurred in the collection of such commissions shall be paid by the parties in the same proportions as are their respective shares of the commissions. If no commissions whatsoever are collected by the litigations, the attorneys’ fees shall be shared equally by you and The Agency. You shall have the option to decline to participate in such legal action, should it ever occur. In such event, you shall be liable for no share of the expenses and will thereby forfeit any right to share in the proceeds of the collection.

5. TERMINATION OF PARTICIPATION.

Except as described in the “Termination Payments” section immediately below, you shall have no rights to earn any commissions or bonuses from The Agency after the Termination Date. For purposes of these Terms, the “Termination Date” means the date that (1) your affiliation with The Agency terminates for any reason or (2) you transfer to a position within The Agency that is not eligible to receive compensation under the ICA (i.e. a position where you are no longer actively selling).

6. TERMINATION PAYMENTS.

All listings generated from Inbound and RSD leads (as defined in the Policy Manual) shall remain the property of The Agency after your Termination Date. In the event that The Agency agrees to release the listing, The Agency shall be owed 35% of the gross commission for the transaction. In the event you complete this transaction with another brokerage, you agree to direct 35% of the gross commission to The Agency. All Repeat & Referral listings (as defined in the Policy Manual) shall remain the property of The Agency after your Termination Date. In the event that The Agency agrees to release the listing, The Agency shall be owed 25% of the gross commission for the transaction. In the event you complete this transaction with another brokerage, you agree to direct 25% of the gross commission to The Agency.

All renters and buyers generated from Inbound and RSD leads shall remain the property of The Agency after your Termination Date. In the event that The Agency agrees to allow you to continue working with the renter or buyer, The Agency shall be owed 25% of the gross commission for any transaction consummated within a 12 month period of the Termination Date. In the event you complete this transaction with another brokerage, you agree to direct 25% of the gross commission to The Agency. All renters and buyers generated from Repeat & Referral business will remain property of Agent and not subject to any expense.

All commissions for transactions originating prior to the Termination Date and closing after the Termination Date shall be paid at the lesser of a 40% split or Agent's split less 10%. For the avoidance, of doubt, if an offer has been made on behalf of a buyer or renter or received on behalf of a seller prior to the Termination Date, the commission shall be deemed originated and paid at the lesser of a 40% split or Agent's split less 10%, regardless of any exceptions within the ICA. In addition, The Agency may recoup against these transactions any Incentives paid to you, other than Agent Split.

7. EMPLOYMENT STATUS.

Your primary duties at The Agency shall be real estate sales and rentals. You and The Agency agree that you will be treated and categorized as an independent contractor for all purposes. Nothing contained herein shall be construed to create an employer-employee relationship between you and The Agency. You are engaged as a qualified real estate agent as such term is construed under Section 3508 of the Internal Revenue Code, and as an independent contractor associated with The Agency. You shall be treated as an independent contractor and not as an employee of The Agency for federal, state or local tax purposes or for unemployment insurance and workers’ compensation coverage. You shall be responsible for the payment of all required taxes and for the provision of any required workers’ compensation insurance. You shall not be eligible for unemployment insurance in connection with the services performed hereunder, as both you and The Agency agree that the conditions for exclusion from unemployment are met. For the avoidance of doubt, you are not entitled to any benefits provided by The Agency to The Agency’s employees. In order to enhance and maintain your knowledge and professionalism, you may attend training workshops and sales meetings provided by Broker, but your attendance shall be entirely optional.

8. AGENT’S SSN/TIN.

Agent consents to The Agency obtaining Agent’s Social Security number (SSN) and/or taxpayer identification number (TIN) from The Agency’s third-party payroll provider and consents to The Agency using Agent’s SSN and/or TIN, in each case, to meet The Agency’s federal or state reporting requirements, including for purposes of preparing and issuing an IRS 1099 Form to Agent. Except for the foregoing-described reasons, Agent’s SSN/TIN or any portion thereof will not be used in the conduct of The Agency’s business.

Agent’s SSN/TIN shall be securely stored in electronic format on authorized-access computers only and, when stored in physical format, shall be stored in a physically secure location to protect its confidentiality. Only persons who have a legitimate business reason consistent with the foregoing will have access to Agent’s SSN/TIN on The Agency’s behalf. The Agency shall retain Agent’s SSN/TIN for only so long as required to comply with its federal or state reporting requirements.

9. COMPLIANCE WITH APPLICABLE LAW & CODES OF CONDUCT.

You agree to comply with all: (i) federal, state, and local laws and regulations, including but not limited to laws and regulations pertaining to the real estate brokerage and sales business; and (ii) applicable codes of ethics, standards of professional responsibility, and other applicable codes of conduct pertaining to real estate brokers and salespersons.

10. MEMBERSHIP IN REAL ESTATE BOARD.

You agree to become and remain a member in good standing of the local real estate board, as may be required in your jurisdiction. You shall comply with all obligations of such membership, including any Code of Ethics. Any fines levied by a real estate board on your behalf will be your sole responsibility, regardless of whether they are billed to you individually or to The Agency as broker.

11. LISTINGS.

Any listings you may represent are subject to The Agency’s approval and remain the property of The Agency as the broker of record. All listing agreements, commission agreements, co-brokerage agreements or any other agreement which may bind The Agency must be signed by The Agency’s President or its broker of record. You may not sign such agreements and you shall not act in a manner so as to cause any person to believe that you have the authority to bind The Agency to such agreement.

12. ADVERTISING SUBJECT TO BROKER APPROVAL.

All advertising, including direct mail, flyers, brochures and internet ads used in connection with your real estate activity must display the name of The Agency and the text, format and appearance of such advertising material shall be subject to the prior approval of The Agency. The Agency may pay the cost of advertising properties at The Agency’s discretion.

13. COMPETITION.

During the term of this Agreement, and for the period of twelve (12) months following termination of services rendered under this Agreement (for any or no reason, whether voluntary or involuntary), you shall not directly or indirectly: (i) induce, solicit, divert, or attempt to induce, solicit, or divert from The Agency any employee or any person providing services to, or on behalf of, The Agency, or influence any such person to no longer serve as an employee or provide services to, or on behalf of, or for, The Agency; (ii) solicit any past, present or prospective customer, vendor, supplier or other business partner of The Agency; or (iii) act in any capacity in or with respect to any commercial activity which competes, or is reasonably likely to compete, with any business that The Agency conducts, proposes to conduct or demonstrably anticipates conducting within the City of New York, State of New York, the rest of the United States, or anywhere else in the world, provided that, following termination of this Agreement, acting as a real estate salesperson or broker or as the manager of real estate brokers and agents within a real estate brokerage shall not be deemed a violation of this section. You shall be free to engage in outside employment subject to the terms of this Agreement. The foregoing time frames shall be increased by the period of time from the commencement of any violation of the foregoing provisions until such time as you have cured such violation.

14. NON-DISPARAGEMENT.

During the term of this Agreement and following termination of services rendered under this Agreement (for any or no reason, whether voluntary or involuntary), you will not directly or indirectly make, or cause to be made, any statements, observations, or opinions, or communicate any information (whether oral or written), that disparages or is likely in any way to harm the reputation or legitimate business interest of The Agency, its customers, users and/or Business Partners.

15. WARRANTY.

You represent and warrant that: (i) entry into this Agreement and performance of your obligations arising hereunder do not infringe, misappropriate, or violate any obligation or duty (whether legal, contractual, fiduciary, or otherwise) to any person or entity; and (ii) you have full legal authority to enter into this Agreement and perform real estate brokerage services hereunder.

16. THE AGENCY INTELLECTUAL PROPERTY.

The Agency shall be the exclusive owner of all artwork, service marks, symbols, signage, logo marks, word marks, or names representing The Agency’s services or brand, and your services or brand (to the extent created by The Agency or its representatives), and all artwork, designs, logos, graphics, trademarks, and/or service marks and copyrights relating thereto, including any inventions, creations, discoveries, computer programs, software, computer coding, data, and/or tools, developments, technology, designs, and innovations which are made, conceived, designed, reduced to practice, or written by The Agency, solely or jointly with others or under its direction, and any and all related patents, copyrights, trademarks, trade names, and other intellectual property rights (collectively, “The Agency IP”). You agree to take all actions necessary to assist The Agency in prosecuting, registering, perfecting, recording, or enforcing its rights in any The Agency IP.

17. RESTRICTIONS ON AGENTS

You represent and warrant that you are not a party to any agreement or subject to any policy applicable to you that would prevent or restrict you from engaging in activities competitive with the activities of your former employer or broker or from directly or indirectly soliciting any employee, client or customer to leave the employ of, or transfer its business away from, your former employer or broker, or if you are subject to such an agreement or policy, you have complied and will comply with it, and your agent-broker relationship with The Agency does not violate any such agreement or policy. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer or broker, or use such documents, data, or materials in connection with your agent-broker relationship with The Agency, without written authorization from your current or former employer or broker. If you have any questions about the ownership of particular documents or other information, discuss such questions with your former employer or broker before removing or copying the documents or information. You agree to indemnify and hold the Broker harmless for any liability the Broker may incur as the result of your breach of any of the foregoing.

18. AMENDMENT AND TERMINATION OF INCENTIVE TERMS.

The determinations of The Agency with respect to your Incentive (as such term is defined in the ICA) shall be final and binding. The Agency reserves the right to modify, rescind or terminate the terms of your Incentive in whole or in part, at its sole discretion, and nothing herein limits this right in any way or creates any rights of future participation in Incentive terms or any sales incentive plan, or constitutes any guarantee of compensation or affiliation with The Agency. Any modification to Incentive terms may only be made in a writing signed by a duly authorized representative of The Agency and such modification shall be effective ten (10) days following written notification to you.

19. AMENDMENT GENERALLY.

These Terms and Conditions (“Terms”) and the ICA (together with the Terms, the “Agreement”) supersede and replace any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and The Agency and constitute the complete agreement between you and The Agency with respect to your performance of services as an independent contractor of The Agency, subject only to The Agency’s Policy Manual. Capitalized terms used in the Terms but not defined herein shall have the meaning given to such term in the ICA or Policy Manual. The Agency may revise these Terms at any time by updating this page on the website and in such event your continued use of the website and/or provision of services hereunder following such modification shall constitute your acceptance of such updated Terms. Please refer to the “Last Updated” legend at the bottom of this page to see when these Terms were last revised.

20. DISPUTES; ARBITRATION AGREEMENT; INDEMNIFICATION.

The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or arising out of, related to, or in any way connected with, this Agreement, your affiliation with The Agency or any other relationship between you and The Agency (the “Disputes”) will be governed by New York law, excluding laws relating to conflicts or choice of law. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

You agree that you are required to resolve all Disputes by arbitration as set forth below. More specifically, you and The Agency agree that any Dispute up to $25,000 in value shall be settled by binding arbitration administered by FairClaims (www.FairClaims.com) and not in a court of law, in accordance with the FairClaims Arbitration Rules & Procedures effective at the time a claim is made. Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be governed by the laws of the State of New York. The prevailing party of such arbitration shall be entitled to an award of reasonable attorneys’ fees. The parties agree to split all FairClaims fees evenly. You consent to electronic service of process, with service to be made to the email address The Agency has on file for you. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

Any arbitration or court trial of any claim hereunder will take place on an individual basis without resort to any form of class or representative action. EACH PARTY WAIVES THE RIGHT TO LITIGATE IN COURT OR ARBITRATE ANY CLAIM OR DISPUTE AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE.

You shall indemnify, defend, and hold harmless The Agency from any and all claims, damages, and liabilities, including attorneys’ fees, arising from your willful or negligent acts or omissions, acts outside of your authority, or your breach of this Agreement.

21. SURVIVAL.

These Terms shall survive the termination of the ICA. Following the Initial Term, The Agency’s Policy Manual shall supersede all Incentives offered in the ICA unless otherwise expressly stated in the ICA. Notwithstanding the foregoing, after the Initial Term, the non-Incentive provisions of the ICA will automatically renew for successive 1-year terms unless otherwise terminated in accordance with the terms of the ICA.

22. SEVERABILITY.

If any provision of this Agreement as applied to any party or to any circumstance shall be adjudged by a court to be void and unenforceable, the same shall in no way affect any other provision in this Agreement, or the validity or enforceability of the Agreement as a whole.

Last Updated: September 13, 2022