Independent Contractor Agreement

&

Office Policy

This Independent Contractor Agreement (this “Agreement”) is hereby made and entered into on this day by and between Active Florida Realty llC, (“Broker”), a Real Estate Brokerage Firm, is supervised and managed by the qualifying Real Estate Broker on record with the department of business regulations of the State of Florida.

And,

The present Florida Real Estate Sales Associate or Broker Sales (“Agent”) transferring his/her current and valid, Florida Real Estate license with the State of Florida, with the license number as entered electronically, or manually, at the time of transfer.

By transferring your Florida Real Estate License with our office, you hereby acknowledge and agree to the terms of this Agreement.

Starting at the time of license transfer, either manually or electronically, the Broker and Agent agree to the following terms:

A. License activation: Agent hereby acknowledges and agrees that the Broker may refuse to accept the transfer of license, and/or activate the Agent’s license after reviewing Agent’s online application, in the case, but not limited to, a past or existing claim or a sanction recorded by the Department of Business Professional Regulation, or the Florida Real Estate Commission, or for any reason deemed reasonable by the Broker. In the case of refusal, the Agent’s registration fee will be refunded in full to the Agent. Any termination by Broker, after the Agent’s Real Estate license has been transferred will not qualify for refund by the Broker.

B. Employment status: Agent hereby acknowledges and agrees to be an independent sales associate, or independent contractor, of the Broker. They will perform Real Estate activities in compliance with Florida Law and Chapter 475. Agent is not considered an employee of the Broker, and he will not be treated as such for health benefits, Federal or State Taxes, or any other benefits typically associated with an employee.  Agent is responsible for paying his own income taxes, occupational taxes, local business taxes, self-employment taxes, and/or any other taxes, if any. No monies shall be withheld from the commissions due to the Agent, and no worker’s compensation will be provided. Agent shall receive the total amount of the agent’s commission share due without any withholdings; unless specifically requested by tax authorities or third parties, to collect a debt. Agent shall not receive, any form of payment or benefit other than the amount of commission due per closed and paid transaction that they bring to the Broker. Agent understands that as an independent contractor he shall not receive any benefit or minimum wage from the Broker. Agent has no authority to bind the Broker, unless specified in writing by the Broker. Agent is solely responsible for all fees related to conduct his/her business including marketing fees, transportation, fines, and/or insurance without any exception. Agent shall insure all transportation used to conduct business according to Florida Law.

C. Agent’s responsibilities: Agent hereby acknowledges and agrees to work in conformance and follow Florida Real Estate Laws, Federal Laws and any rules and regulations attached to the exercise of this activity. Agent shall also comply and follow the Broker’s Office Policy Manual, as part of the present agreement.

Agent hereby acknowledges and agrees to follow and respect Fair Housing laws and principles, and understand that the non-failure to comply is grounds for the Broker to terminate this agreement without any refund of the registration fee.

D. Brokerage representation: Agent hereby acknowledges and agrees to not operate, as presumed by Law, as a transaction broker, but will establish and have their customer(s) sign a “Non-Brokerage Relationship Form”, unless authorized otherwise by Broker.

A Non-Brokerage Relationship bears the following duties from the Agent:

a) to deal honestly and fairly

b) to disclose all known facts that materially affect the value of residential real estate property that are not readily observable to the Buyer;

c) and, to account for all funds entrusted to the Agent.

E. Education and License Renewal: It is the Agent’s full responsibility to complete any required continuing education and pay for the fees, fines, or any dues related for maintaining a valid and active status. Broker has no responsibility or obligation regarding the Agent’s licenses, fees or renewal status.

F. Supervision of the Broker: Agent shall act and perform as an independent contractor without Broker’s supervision, except for what is required by Chapter 475; for which Agent is working under Broker’s supervision.

Broker may at any time and without any particular reason, launch an internal audit regarding Agent’s past or current transactions. The formal request will be made by certified mail to Agent’s mailing address, as registered with the Florida DBPR.

Agent will comply with Broker’s requests and will provide all documents related to the transactions including but not limited to emails with parties involved in the transactions, text messages and any other document either audio, video, in writing or contained in any electronic support related to the transactions. Refusal from Agent to fully comply with Broker’s request in a timely manner will authorize Broker to hold the payment of any commission due to Agent, even the ones not related to the transactions for which Broker requested an audit, and the immediate repayment to Broker of any commission already paid by Broker to Agent for which Agent did not cooperate fully to Broker’s inquiry.

Refusal or voluntarily omission from Agent to fully comply in writing with Broker’s request for information within 30 calendar days after reception of the certified mail authorizes Broker to keep the entire amount of the commission and to dispose of it, as he wants.

If it appears that Agent is not the procuring cause in a transaction or if Agent refuses to comply with Broker’s written request to establish that Agent is the procuring cause, or if Agent has lied on the “closing questionnaire form”, Broker will keep the entire amount of the commission and will dispose of it, as he wants.

G. Communication, training and support: Agent hereby acknowledges and agrees that Broker’s supervision, and communication, does not include phone, or one-on-one support, but rather electronic support through emails and other electronic means.

The Broker, at Broker’s discretion only, shall determine to initiate one-on-one or phone contact with Agent. Agent understands and accepts that electronic communication may not be as direct as phone, or one-on- one contact, and accepts possible delays in Broker’s response.

Agent accepts to search the “Agent’s Private Training and Resources Pages” on Broker’s website before contacting the Broker. Agent shall follow the mandatory training on the website before contacting Broker, and search the Q&A database before directing questions to Broker.

Agent shall contact the attorney in charge of a transaction while in a transaction, rather than contacting the Broker, as it is our intention to place Agent and customers under attorney’s legal authority and liability during the course of a transaction to better protect the customers and Agent.

Agent shall keep a fully functioning email address, and accepts that the email address communicated at time of registration is to be the primary mean of communication with Broker. Agent must inform Broker of any change of email with 24 hours. Broker is not responsible if communication is not received properly due to Agent’s email not functioning, or for any other reason.

H. Updated information and communication: Agent hereby acknowledges and agrees to maintain up-to-date records and contact information with the State of Florida and the Broker, including, but not limited to, phone number, email address, and physical address.

Broker is not responsible for financial loss, or cost of replacement, in case of Broker’s change of address. Agent may have to modify, change or replace all print, marketing documents and all documents, where Broker’s address is mentioned, at Agent’s sole cost. (Note: It is strongly encouraged that the Agent not mention the Broker’s physical address on marketing documents, but rather only the Broker’s website and phone number).

I. Escrow and monies: Agent hereby acknowledges and agrees that the Broker will not have an escrow account, and will not offer escrow facilities for Agent’s customers, under any circumstance. Therefore, Agent agrees not to collect any monies in Agent’s name, or in the Broker’s name. Any monies related to any type of transaction are to be payable and held in the escrow account of a Licensed Title Company, or in the Trust Account of a Florida Licensed Attorney at Law. Customer’s checks, or wire transfer, should be made payable, and given not later than the next business day, directly to the Title Company, or the Attorney in charge of the transaction.

J. Support and Facilities: Agent hereby acknowledges and agrees that the Broker has no obligation to offer or maintain facilities (other than the one required by Chapter 475), working space, conference room, assistant, marketing or any other support, for the Agent, including but not limited to, email with office domain name, printer, fax machine, desk, phone. Agent shall rely solely on the Agent’s own resources, tools, workspace, and technical support of any kind, even when related to a current transaction. In the event of visiting the office, Agent will need to make an appointment with Broker before visiting the office. No office visit without prior appointment will be honored. Agent hereby understands and accepts these limitations.

K. Prohibited activities: Agent acknowledges and agrees that the following are strictly prohibited without exceptions: all property management services, construction, remodeling or repair work for customers, short-term rentals or vacation rentals. Agent shall not operate or manage properties for others in any case. Agent shall not collect any monies for a third party, in regards to property management, and will not manage any property vacant or occupied, or act on behalf of any property owner, regarding compensated or non-compensated property management services. Agent shall not conduct any work, remodeling, repair of any kind on behalf of the owner of a property. Agent shall not ask for advance money from a customer, and shall not advance money in regards to a real estate transaction, or property. Agent acknowledges and agrees that this is violation to the Broker’s office policy, and the Broker may terminate Agent’s relationship with the Broker, at the Broker’s discretion. Should the Agent advance monies to a customer and violate the present Agreement, Agent will not ask Broker to withhold monies from customer, or ask closing agent to do so.

Renting, Selling or Managing Agent’s personal property:

This applies only if Agent’s own name is on the property title, and if no commission is paid, or advertised to be paid.

Since there is no commission to be paid or advertised to be paid, Broker will not be involved in that type of transaction. Agent will not introduce himself as a salesperson for Broker when conducting personal transactions not involving the payment of a commission to Agent. By Law, Agent will have to disclose to Agent’s buyer/tenant that Agent holds a real estate license.

Renting, selling or managing Agent’s own real estate property, must be conducted solely by Agent and not through our office or as a licensee attached to our brokerage.

Broker’s office name is not to be mentioned in any document, business card or anything else in regards to these transactions. If any problem should arises regarding such transaction(s), Broker will not to be involved and or to offer any type of support.

L. Indemnification: Agent hereby acknowledges and agrees to hold the Broker and the Firm, and all of its associates, partners, directors and employees, harmless from all claims, cost, expenses, lawsuits, including all fees and/or whatever the nature. That includes, but is not limited to, acts of negligence, misrepresentation, misconduct, non-respect of the present Agreement, or the present office policy, violation of any law, rule, code, local, state or Federal.

M. Legal forms: Agent hereby acknowledges and agrees not to use any type of legal binding forms, including FAR forms, or any other forms, excepts for the ones offered on Broker’s website or cloud dedicated server. Agent understands that Broker does not have access to FAR forms, and that Broker is not allowed to use these forms, unless the other party is represented by a Realtor. In that case only, the Realtor can prepare an offer on a FAR form. Agent shall transfer the offer the same day, to the buyer or seller’s attorney for review. Agent shall not offer advise, lecture or opine on an offer, and will work only under the close supervision of the customer’s attorney. Agents shall always forward any legally binding document(s) concerning Agent’s customer to the Florida Licensed Attorney in charge, and will not return an executed binding document to the other party unless it has been fully reviewed and approved by the customer’s attorney. Agent shall keep an up to date electronic folder in the “cloud,” with the cloud provider chosen by the Broker. Agent shall have to create a new folder for each new customer, and keep this folder accessible and updated at all times, to permit Broker to review it at anytime. Details will be in the training section of Agent’s profile. Agent hereby acknowledges and agrees with this requirement.

N. Compensation: Broker is responsible to compensate the Agent, on a commission split basis, per each referred transaction closed, and not by the hourly time or entire time spent working on said transaction. Agent shall receive 90% of the commission anytime a referred transaction is closed and the Broker receives monies. Agent shall arrange the Agent’s commission split, to be disbursed directly by the Closing Agent directly at the closing, and will inform and supply the Broker of the executed contract, along with the transaction sheet sent to Broker the day a contract is executed. Should the Closing Agent not authorize to pay the Agent at closing, Agent shall receive the commission check, or wire, minus any bank fees, within seven (7) business days from the day the brokerage commission payment has been received and cleared by the bank. Clearance means that the funds are available to the Broker, including possible withholding of the funds by Broker’s bank, that the Agent accepts. Broker will withhold commission payment to the Agent, or will ask Closing Agent to do so, until all documents regarding the transaction are in the Broker’s hands, or electronically accessible and reviewed, to ensure compliance with Florida Law and Chapter 475.

If the Agent decides to payout part of Agents’ commission to a party involved in the transaction, as determined by Chapter 475, the amount of shared commission will be calculated from the Agent’s commission. Broker’s commission will be computed on initial commission amount of the real estate transaction, or the amount of the advertised commission, whichever is the greatest. Only the Broker can order payment, or pay the third party, in respect to Chapter 475.

Broker will not co-operate with any “commission advance” program, service or companies.

Agent’s Buying or Renting own property: Since a commission will be paid, or is advertised by a third party to be paid, Broker must be involved and Agent may not elect to purchase or rent a property without disclosing and acting as a salesperson for the Brokerage.

Agent will not ask for part or the entire commission to be applied towards the purchase price. This is a violation of Chapter 475, since the commission belongs to the brokerage and not to the sales associate. Any part of the commission used in any ways without Broker’s consent will be considered a violation of Chapter 475, and Broker will actively pursue it.

If a property is advertised with a commission to be paid, and is finally purchased or leased by Agent or if Agent is associated in the transaction or has financial interest in the transaction and the amount of the advertised commission does not appear on the HUD, it is considered that the commission has been illegally and without Broker’s consent applied directly towards the purchased price. It is exactly as if the salesperson has been paid directly by the selling broker.

Agent can’t reduce the amount of a commission without Broker’s consent.

The advertised commission to be paid belongs to Broker. Agent will seek Broker’s approval to negotiate the amount of the commission. Should any monies were to be given back to any parties involved in the transaction, it has to be done by the brokerage only, or by the closing agent with the Broker’s authorization.

The brokerage commission cut of 10% will always be calculated on the initial commission as mentioned on the commission agreement or the advertised commission amount.

If Broker finds out that Agent has purchased a property or has an interest in the purchase of a property, where part or the entire advertised commission amount has been applied towards the purchase price without broker’s approval, Broker may have to report this violation to the Florida DBPR, and will pursue the selling broker and the Agent, in payment of the entire amount of the commission plus legal and attorney’s fees.

In respect with Florida Law, Agent will select one the following options when Agent is also party of the transaction and when the payment of a commission is advertised or involved:

1- Deal normally and get 90% commission at closing.

2- Ask Broker a letter to authorize Agent’s 90% commission split to be applied towards purchase price on the contract.

3- Ask Broker a letter to authorize the closing agent to apply Agent’s 90% commission split towards purchase/closing cost.

O. Compliance: Agent hereby acknowledges and agrees to maintain, as directed by Broker, a “cloud” filing system (hosted by the internet service chosen by the broker), so that the Broker may, at anytime, without notification, look, search and review, the Agent’s “shared” cloud folders and access Agent’s files. Broker will make reasonable effort to find a free cloud service available to Agent. Agent will maintain in real time all his real estate files on the cloud, as directed by the Broker on the training section of the website.

P. Legal action against third parties: Agent hereby acknowledges and agrees that the Broker has no obligation to sue any third party to collect unpaid dues or commission to the agent. If Broker decides to sue, all fees spent to collect such commission will be deducted before payment of the Agent’s commission. If the Broker decides not to sue a third party, the Agent will not sue the Broker for damages or any other type of compensation.

Broker may refuse to sign any form or contract, including but not limited to “Developer’s Broker registration form”, “Co-Brokerage Agreement” or any other document that may not be to the best interest of the Broker or may harm the Broker with legal or harsh financial consequences, in case of breach of contract. Agent accepts this prerogative from Broker and will not pursue by any venues the refusal from Broker to sign such a contract

Q. Insurance: Agent hereby acknowledges and agrees that the Broker does not maintain liability insurance, nor Errors and Omissions Insurance. Should the Agent need such insurances, Agent shall have to secure and pay for such insurances without the Broker’s help, intervention, or financial involvement. Should the Broker decide, in a discretionary way, to implement an Error and Omission insurance, Broker may deduct such a fee from the Agent’s commission proceeds. Agent would have to be informed of such a fee in advance.

R. Registration fee and renewal: Agent hereby acknowledges and agrees to accept that the initial registration fee and the recurrent administrative fee are only to permit the Agent to have an active license and have the legal right to work according to Chapter 475. Any other tools, training, support, or resources are not mandatory for the Broker, and are offered only on a complimentary basis with no obligation from the Broker. Once the Agent’s License has been activated, transferred or annually renewed with the Broker, the registration fee is not refundable under any circumstances. Any change of the Agent’s license status, may require a new electronic registration on the Broker’s website, with payment of the registration fee in full for the Agent’s license, to be active again with the Broker. The annual administrative fee will be renewed automatically every year at the anniversary date of the latest transfer of the license with the Broker, unless requested by the Agent in writing at least 8 business days in advance. When payment for renewal of annual registration has been processed, the payment becomes non-refundable. The non-payment of the annual administrative fee may automatically change the status of the Agent’s license to inactive. It is the Agent’s responsibility to verify that annual payment has been made. The Broker has no obligation to inform the Agent that payment is due, or that payment has not been made, or that Agent’s license has been changed to inactive status, due to non-payment of the annual registration fee. The Broker can change the annual registration fee 15-days before annual payment is due by Agent, however, the Broker must inform and get approval from the Agent if the amount was to be changed.

If Agent opted for the $39 annual automatic renewal with Paypal and has in the meantime either changed of broker, requested to have his/her licensed reverted to an inactive status or failed to renew his/her license with the state and did not cancelled the automatic payment from Paypal and has been charged accordingly by Paypal at the time of renewal, Broker will refund the Paypal payment of $39 within 48 hours. But since this action requires time and manual work, Broker will refund only $25 and will keep $14 for processing fees.

S. Brokerage business model: If the Agent needs day-to-day supervision, regular phone support, one-on-one training, physical supervision, access to physical facilities, offices, conference room, computer, or regular access to the MLS, the Broker is not the most suitable brokerage for Agent. The Broker will provide supervision and conform to Broker’s supervision as defined in Chapter 475, however, the Agent needs to demonstrate a certain degree of independence and accept the Broker’s specific means of communication, and address any questions or legal situations primarily to the Florida Licensed Attorney representing the Agent’s customer.

T. Termination: This Agreement is valid and stays in force as long as the Agent has an active license with the Broker. This agreement terminates automatically when Agent’s License changes status, whatever the reason, or if the Broker has no more broker of records and/or terminates its activity. In that case, no reimbursement of any fee is due by the Broker, and the Broker will give no financial gain, or any type of compensation to the Agent.

U. Changes to this Agreement: From time to time, we may change this Agreement. We will provide you with thirty (30) calendar days notice of material changes via either a post on the website in the agent’s private access, or via an e-mail to your registered e-mail address or any other email address you provide, or posting online at https://www.activeflorida.com/terms/. It is your responsibility to check for any such notices. Your continued registration and license with an active status with our brokerage after the effective date of the change constitutes your acceptance of such changes.

Broker and Agent acknowledge electronic receipt and copy of this agreement and accept electronic signature of the present document effective at the time of online registration.

 Active Florida Realty - ICA & OP - Version 1.1 dated Sunday, August 2, 2015.