Referral Member Agreement

PARTIES: The parties to this agreement: You, the "Member", and Agent Direct Realty, a wholly owned subsidiary of LIFROPRO INC.

INRODUCTION: The purpose of this agreement is to establish the terms under which MEMBER shall provide services as an independent contractor to Agent Direct Realty a referral company and MEMBER agree as follows:

  1. License #01812558, Agent Direct Realty a referral company is a licensed real estate broker and MEMBER is a licensed Sales Associate of the Broker in the State of California.
  2. Compliance with law MEMBER shall comply with all laws, rules and regulations, including the real estate licensing laws of this state and those of any other local governing entities.
  3. Compliance with policy: MEMBER acknowledges that he or she has read, understands, subscribes, and is responsible for adhering to the Agent Direct Realty Policy and Procedures.
  4. MEMBER understands that by not being an Employee, MEMBER will not be treated as an employee for state or federal tax purposes with respect to the services rendered under this agreement. Agent Direct Realty shall, to the extent it is legally required to do so, file all necessary tax information and reports to the federal, state and local taxing authorities, including an Internal Revenue Service Form 1099 to report the income of MEMBER arising under this agreement. Agent Direct Realty shall not withhold income taxes, social security taxes, disability or unemployment insurance payments, or any other assessments or taxes from referral fees of MEMBER unless required to do so by law and MEMBER will not subsequent to the termination of this contract be entitled to unemployment compensation benefits.
  5. MEMBER agrees and understands that as a self-employed independent contractor, he or she will receive no minimum salary or sick pay from Agent Direct Realty, will not receive any type of fringe benefit, such as hospitalization, life insurance, worker’s compensation insurance, etc. The Member further does not have to consult with Agent Direct Realty regarding the scheduling of any time off or vacation and Agent Direct Realty shall not require MEMBER to keep regular hours in or out of Agent Direct Realty facilities and shall not require MEMBER to perform services in Agent Direct Realty’s facilities.

REAL ESTATE ACTIVITIES OF MEMBER LIMITED TO: AGENT DIRECT REALTY: MEMBER shall act solely as a Referral MEMBER with Agent Direct Realty and shall not engage in any other real estate activities for which a license is required with any other individual or entity.

MEMBER hereby agrees to strictly limit his or her activities to the referral of the names of prospective purchasers, sellers or other referrals. MEMBER agrees to not list properties for sale, lease, or sell or show properties for the purpose of selling or leasing said properties.

MEMBER hereby agrees not to refer prospects or referrals directly to any agent or company other than Agent Direct Realty.

DUTIES OF MEMBER: MEMBER agrees to conduct all referral activities in accordance with the Policy and Procedures Memorandum attached.

DUTIES OF AGENT DIRECT REALTY: agrees to the following:
  1. Will advise as to the availability of information and training to improve the referral skills of the MEMBER
  2. Provide a system for processing MEMBER’S referrals of prospective buyers and sellers.
  3. Provide confirming data to MEMBER regarding each referral
  4. Pay promptly to MEMBER upon receipt by Agent Direct Realty of the 20 % referral fee resulting from a successful referral transaction. Agent Direct Realty shall not be liable to MEMBER for fees not collected by Agent Direct Realty nor shall they be obligated to pursue collection of any such fee on behalf of MEMBER.
  5. Agent Direct Realty shall be the sole judge of whether any transaction shall have been initiated by MEMBER, and in case of any dispute between MEMBER and any other person, the decision of Agent Direct Realty with respect to such dispute shall be binding and final upon the MEMBER. Suits for commission shall be maintained only in the name of Agent Direct Realty Company. Agent Direct Realty shall have the absolute right in its discretion to determine the amounts to be paid to or received from a co-broker. Commissions are deemed to have been earned only after Agent Direct Realty has received payment in certified or collected funds.
  6. Member Compensation as follows:
Example: $200,000.00 Sales Price
3% List-Side Commission= $6,000.00 (Paid to Listing Brokerage)
20% Referral Fee= $1,200.00 (Paid to Agent Direct Realty, then forwarded onto MEMBER)

EXPENSES: MEMBER and Agent Direct Realty agree during the term hereof at their own separate expense, to keep their respective real estate licenses in full force and effect and MEMBER agrees to pay for his or her own licenses, costs of mailing, telephone or transportation, business cards, taxes and contributions payable to federal, state, county, or local government agencies or any other government instrumentalities arising out of his or her activities as MEMBER.

PUBLICITY: MEMBER acknowledges that from time to time, Agent Direct Realty may utilize MEMBER’S name, picture, recorded voice or description in its training materials, advertising or other publications. MEMBER agrees to release and hold harmless for any compensation or other liability with respect to its usage during the term of this agreement and there after.

REAL ESTATE BOARDS: MEMBER acknowledges that he or she has been informed by Agent Direct Realty that Agent Direct Realty is NOT A MEMBER OF ANY Association of REALTORS or any multiple listing service and has no intention of becoming such a member.

CONFIDENTIALITY: MEMBER covenants and agrees to hold confidential all Information pertaining to or connected in any way with the business of Agent Direct Realty company and will not divulge any such information to any person, firm or corporation during the course of association with Agent Direct Realty. Upon termination, MEMBER agrees not to disclose nor furnish any person or entity any information concerning Agent Direct Realty customers, properties, prices, policies or relationships, nor remove any item belonging to or associated with Agent Direct Realty as the same are solely the property of Agent Direct Realty.

LIMITATION ON AUTHORITY: MEMBER shall have no authority to bind Agent Direct Realty company by any promise, statement, or representation unless Specifically authorized to do so in writing by the Agent Direct Realty. Agent Direct Realty shall not be liable to MEMBER or responsible to other persons or entities for any expenses incurred by MEMBER or for any of MEMBER’S acts, except as specifically required by law.

INDEMNIFICATION: MEMBER agrees to indemnify Agent Direct Realty. and hold it harmless from all claims, demands, and liability, including costs, Attorney’s fees and damages of any nature, actual or punitive, to which Agent Direct Realty my be subjected by reason of any action taken or omitted by MEMBER, or misrepresentations, promises or untrue statements made by MEMBER during the life of this agreement or accruing there from, including, Without limitation, acts which may be deemed to be outside the scope of this Agreement for which a claim is made against Agent Direct Realty.

LEGAL DISPUTES: In the event any transaction in which MEMBER is involved results in a dispute, litigation, or legal expense, MEMBER shall cooperate fully with Agent Direct Realty. It is understood by MEMBER that it is the policy of Agent Direct Realty to avoid litigation whenever possible, but should a transaction which MEMBER has referred be the subject of litigation or dispute, even though MEMBER is not specifically named as party therein, the decision whether or not any such litigation in dispute shall be prosecuted, defended or settled, shall be the decision of Agent Direct Realty. In the event the decision of Agent Direct Realty is not satisfactory to MEMBER, he or she shall have the right to select legal counsel separate from Agent Direct Realty and in such event, Agent Direct Realty would not proportionately share the expenses incurred, but each would be responsible for their own individual expenses and/or liabilities so incurred.

TERM/TERMINATION: This agreement shall continue in full force and effect Until terminated by either party hereto. Either party, at will, may terminate this Agreement by notifying the other party in writing of the desire to so terminate.

The rights of the parties to any commission or division thereof, which accrued

Prior to the time of said notice, shall not be divested by the termination of this agreement. Failure of either party to keep a license in full force and effect shall cause this agreement to terminate automatically as of the date when such license expires, is revoked or is cancelled

GOVERNING LAW: This agreement shall be governed by and interpreted according to the laws of the state of California county of Solano

SUCCESSORS/ASSIGNMENT: This agreement shall accrue to the benefit and be binding upon the successors in interest of Agent Direct Realty. However, this agreement is based upon the personal services of MEMBER and MEMBER shall not delegate or assign any of MEMBER’S rights or duties hereunder without the prior written consent of Agent Direct Realty.

ENTIRE AGREEMENT: This agreement when combined with the online Order form completed, shall constitute as the entire agreement of the parties.This agreement may not be modified unilaterally by Agent Direct Realty without prior wiritten notice to MEMBER.