You can request a copy of your referral agreement by calling (855) 766-7325.
REAL ESTATE REFERRAL AGREEMENT
This Referral Agreement is made, entered into and effective as of {date_mdy} (“Effective Date”) by and between The Local Realty, Inc., a California Corporation, dba Local (“Local, REALTORS”), and ______________________________ its subsidiaries, teams, employees, contractors or affiliates (“Partner Agent”).
Recitals
Local, REALTORS is engaged in the business of real estate and currently has real estate information on its website(s) throughout the world (“Market Area”). Local, REALTORS desires to refer some of its customers (hereinafter “Referral”, Referral Customer” or “Customer”) from the Market Area to Partner Agent for such services. Partner Agent desires to receive such referrals and information regarding Local, REALTORS’s Referral Customers. Therefore, the parties agree to perform as follows during the term of this Agreement:
TERMS AND CONDITIONS
I. Local, REALTORS’S RESPONSIBILITIES.
A. Referral. Local, REALTORS may refer Customers inquiring about real estate services located in and around the Market Area to Partner Agent on a non-exclusive basis. Upon acceptance by Partner Agent of the Referral, Local, REALTORS will forward pertinent information about the Customer including the name, telephone number and/ or email address of inquiring Referral Customers to Partner Agent along with any additional information that Local, REALTORS may have regarding certain listings to which each particular Referral customer has indicated an interest.
B. Licensed Broker. Local, REALTORS is an actively licensed Broker in California under license number 01896291. Local, REALTORS will communicate any change in license status to Partner Agent in writing within 5 business days of such change.
II. ASSOCIATE’S RESPONSIBILITIES.
A. No Obligation. Partner Agent agrees that Local, REALTORS has no obligation to provide Partner Agent with any number of referrals and that Referral Customers are free to select the Partner Agent they wish to work with for any particular real estate transaction and that the Partner Agent selected by Referral Customer may not work for Broker.
B. Review. In its reasonable discretion, Partner Agent may accept or reject a prospective Referral Customer; provided that Partner Agent’s acceptance criteria shall be made available to Local, REALTORS, and shall be applied in a reasonable, consistent, and non-discriminatory basis.
C. Offer. In the event Partner Agent accepts a Referral Customer, Partner Agent will assist Referral Customers in viewing listings of interest to the proceeding with purchasing and/ or selling real property.
D. Partner Agent Participation. Partner Agent agrees that Local, REALTORS is free to limit the number of Partner Agent’s who participate in the program and agrees that it is not entitled to any set number of Partner Agents to be participants in the program at any given time.
E. No Spam. Partner Agent agrees that Referral Customers email and/ or contact information will not be added to any email distribution list or be provided to any other entity without Referral Customers’ written consent, unless required by court order.
F. Consent to Survey. Partner Agent agrees that Local, REALTORS has the right to survey Local, REALTORS Referral Customers at regular intervals and at the end of Referral Customer’s relationship with Partner Agent to ensure they are satisfied with the representation provided by Partner Agent. Partner Agent also agrees that Local, REALTORS has the right to regularly survey Partner Agent’s non-Referral Customers who have closed a transaction. Local, REALTORS has the right to post all survey results on Local, REALTORS’s websites and on Partner Agent’s profile page.
III. COMPENSATION.
A. Referral Fee. Partner Agent agrees to pay Local, REALTORS a percentage of all commissions, bonuses and/or compensation earned as a result of Referral Customer’s purchase and sale transactions (the “Referral Fee”) accepted by Partner Agent of Referral Customer. The amount of the Referral Fee shall be set forth in Exhibit A. Local, REALTORS Referral Fee shall be stated on the HUD1 form and paid at closing via escrow or the settlement service provider. Partner Agent owes no compensation to Local, REALTORS for a Referral Customer until Referral Customer closes on the purchase and/or sale of real property.
B. Pre-Existing Relationships. In the event that the Partner Agent receives a referral from Local, REALTORS for a customer with whom a pre-existing relationship has been established in past 18 months, no referral fee is due. Partner Agent must claim a pre-existing relationship with Referral Customer in writing or via email within 2 business days from receipt of Referral Customer or all pre-existing relationship claims will automatically be waived and the Referral Fee and any Excess Credits will be due. In such cases, the Partner Agent must provide proof of the pre-existing relationship to Local, REALTORS and Local, REALTORS will waive the referral fee for that individual referral. Acceptable forms of proof may include, but are not limited to, email or other written correspondence from the referral to Partner Agent, a signed registration from an open house held by Partner Agent, any formal contract between the referral and Partner Agent, or a letter to Local, REALTORS from the referral clarifying the manner of his/her first contact with Partner Agent, pre-dating the Customer Referral. If one of the above items cannot be provided, Local, REALTORS will use its sole discretion in determining whether a pre-existing relationship exists between the client and Partner Agent.
C. Other Partner Agents. Where Referral Customer decides to work with another who is not a member of Partner Agent’s Broker or Local, REALTORS, no referral fee is owed so long as the other salesperson or broker did not learn of this client from Partner Agent.
D. Fee Change. Partner Agent agrees that Local, REALTORS may change the Referral Fee at any time after providing Partner Agent with 30 days written or email notice of the fee change. Any change to the Referral Fee shall have no impact on any Referral Fee owing on any Referral Customer whose offer or listing is in Escrow prior to the date of the change in the Referral Fee by Local, REALTORS.
E. Minimum Commission Policy. If total compensation for Referral Customer’s side of the transaction, including all commissions, bonuses, and/or other incentives, is less than or equal to fifteen hundred dollars ($1,500), Partner Agent does not owe a Referral Fee. Local, REALTORS, at its sole discretion, reserves the right to modify or eliminate the Minimum Commission Policy at any time by giving 5 calendar days written or emailed noticed to Partner Agent. The modified policy will apply to all transactions which reach Mutual Acceptance 5 or more days after the modified commission policy is delivered to Partner Agent. If Partner Agent is licensed under Local, REALTORS as an Independent Contractor, and no Referral Fee is due to Local, REALTORS, compensation will be paid according to Partner Agents Independent Contractor Agreement.
IV. TERM AND TERMINATION.
A. Term. Except as otherwise provided below, this Agreement will become effective on the Effective Date, will remain in effect for one year following the Effective Date and will automatically renew for successive one-year periods (the “Renewal Term”) until terminated pursuant to this section.
B. Termination. Partner Agent may terminate this Agreement, with or without cause, at any time upon written or emailed notice of termination. If termination is given by Partner Agent, Termination date shall begin six (6) business days after receipt of termination notice. Local, REALTORS may terminate this Agreement, with or without cause, at any time upon written or emailed notice of termination. Termination by Local, REALTORS shall be effective immediately after receipt of termination notice by Partner Agent.
1. Termination of this Agreement by any party shall have no impact on any Referral Fee owing or that is later earned as a result of any Acceptance of Referral Customer by Partner Agent which occurred prior to the termination of the relationship with Local, REALTORS.
2. After termination of this Agreement, Partner Agent agrees to Cease & Desist any and all communication or marketing actions of any kind to Customer Referrals.
3. Customer Referral information will remain the sole property of Local, REALTORS.
4. Partner Agent understands and agrees that the Referral Customer information that will be furnished to Partner Agent is confidential and valuable to Local, REALTORS’s business. Partner Agent will not, during or after the term of the engagement disclose any such information or attempt to closely imitate the business model. Failure to comply will result in a minimum (1) $10,000 fine or (2) the entire commission or compensation earned from all transactions related to Customer Referral.
V. CONFIDENTIALITY AND USE OF NAMES.
A. Confidentiality. Partner Agent agrees that it will not use for its own purpose, will retain in strictest confidence and will not disclose to any third party, absent a subpoena or court order, all information and data (a) belonging to or relating to the business of Local, REALTORS (including, without limitation, the terms of this Agreement) or (b) disclosed or communicated to it by Local, REALTORS in connection with the terms and provisions of the Agreement.
B. Remedy. In the event of a breach of the Article IV, the parties agree that Local, REALTORS could suffer irreparable harm, and that the amount of monetary damages may be impossible to calculate. Thus, Local, REALTORS will be entitled to injunctive relief in addition to any other rights to which the non-breaching party may be entitled, without the necessity of proof of actual damages. In the event of a breach of this Agreement for which damages can be calculated, each party shall be entailed to all remedies available at law or in equity.
VI. INDEMNIFICATION AND LIMITATION OF LIABILITY.
A. Disclaimer of Warranties. All Referrals are made and Referral Customers are accepted by Partner Agent on an “AS IS” basis without warranty of any kind.
B. Indemnification. Partner Agent will indemnify and hold Local, REALTORS harmless from and against any and all claims, losses (financial or otherwise), Damages, liabilities, costs, fees, increased taxes or expenses (including, without limitation, court costs and reasonable attorneys’ fees) which may be incurred or which may be claimed by any persons as a result of acts or omissions by Partner Agent, its directors, officer, employees or other Partner Agents relating to the exercise of, or the failure to exercise, Partner Agent’s obligations under the Agreement.
C. Limitation of liability. The liability, if any, of Local, REALTORS under the Agreement, for any claims, costs, damage, losses and expenses for which it is or may be legally liable, whether arising in negligence or other tort, contract or otherwise, will not exceed in the aggregate the greater of (a) the amount of the referral fees paid to Local, REALTORS during the preceding twelve (12) month period, measured from the date the liability accrues, or (b) $10,000. In no event will Local, REALTORS or its respective Partner Agents, servants, representative or employees be liable for indirect, special, consequential, punitive or exemplary damages.
VII. MISCELLANEOUS.
A. Assignment. Neither party may assign this Agreement without the prior written consent of the other. Any unauthorized attempted assignment will be null and void.
B. Notices. All communication under this Agreement will be in writing and will be delivered in person or by mail courier, return receipt requested, addressed as follows:
If to Local, REALTORS:
Local, Realtors
Attn: Broker of Record
P.O. Box 601941
San Diego, California 92160
Email address: legal@localrealtors.com
If to Partner Agent:
{user:first_name} {user:last_name}
Email address: {user:user_email}
The parties may, from time to time, designate different persons or addresses to which subsequent communications will be sent by sending a notice of such designations in accordance with this section.
C. Entire Understanding: Amendment. This Agreement and any exhibits or addenda hereto, including the referral acceptance, sets forth the entire understanding of the parties relating to its subject matter, and all other understandings, written or oral, are superseded. Except as otherwise provided in this Agreement, this Agreement may not be amended except in a writing executed by all parties.
D. No Partnership or Agency. Nothing contained in this agreement shall be construed as creating or constituting a partnership, joint venture or agency between parties to this Agreement. Rather, the parties shall be deemed independent contractors with respect to each other for all purposes.
E. Third party rights. This Agreement is solely for the benefit of the parties hereto and nothing herein, expressed or implied, shall be deemed to be for the benefit to any third party or create any third party rights or standing to sue.
F. Severability. If any provision of this Agreement is illegal, the invalidity of the provision will not affect any of the remaining provisions, and this Agreement will be construed as if the illegal provision is not contained in the Agreement. This Agreement will be deemed modified to the extent necessary to render enforceable to terms hereunder.
G. Successors and Assigns. Subject to section VI(A), this Agreement will inure to the benefit of, and will be binding upon, the parties and their respective permitted successors and/or assignees.
H. Force Majeure. Neither party will be liable to the other for any failure or delay in its performance of this Agreement in accordance with its terms if such failure or delay arises out of causes beyond its control and without the fault or negligence or such party. The foregoing shall not excuse any failure or delay in making any payment required by this Agreement.
I. Waiver or Rights. No failure or delay on the part of any party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right precede any further exercise of that right. All rights and remedies provided or afforded by the applicable local, state and federal laws and regulations shall be cumulative and not exclusive of any other rights or remedies.
J. Governing Law. This Agreement will be deemed to be a contract made under the laws of the state of California and will be construed in accordance with the laws of the state of California without regard to principles of conflicts of law. Venue of any action to enforce this Agreement shall be in San Diego County, California.
K. Construction. The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision. The language used will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party by virtue of that party’s having drafted or recommended language.
L. Survival. All agreements that by their context are intended to survive the termination of this Agreement will survive termination of this Agreement. The parties agree that all provisions of Section V shall survive termination of this Agreement.
M. Dispute Resolution. Any Dispute or claim arising out of, or in connection with, this Agreement will be settled by final and binding arbitration to be held in San Diego, California in accordance with the relevant rules of the American Arbitration Association (“AAA”). Judgment upon award rendered by the arbitrator may be entered in any court having jurisdiction over the award and against the party against whom enforcement is sought or that party’s assets. The procedures and law applicable during the arbitration will be both the AAA rules and the internal substantive laws of California (excluding any rules regarding conflicts of the law). In such arbitration, the award of decision will be rendered by an arbitrator appointed upon the mutual consent of the parties. The arbitrators will be persons who are not employees, Partner Agents or former employees or Partner Agents of any party.
N. Attorneys’ Fee. The prevailing party in any action to interpret or enforce this Agreement shall be entitled to recover from the other party its costs and expenses, including attorney’s fee, incurred in such action.
O. Counterparts. This Agreement may be executed in one or more counterparts, each of which is deemed to be an original and all of which together shall constitute one single instrument. The parties acknowledge that the delivery of executed counterparts of this Agreement may be affected by a facsimile transmission or other comparable means with an original document delivered promptly thereafter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Local, REALTORS:
Patrick A. Hale, CEO //Patrick A. Hale//
(Name & Position) (Signature)
P.O. Box 601941, San Diego, CA 92160
(Address) (City, State, Zip)
(855) 766-7325
(Telephone)
ASSOCIATE:
{Recorded Upon Application Submission}