Independent Contractor Agreement - Market Pro

  1. Contractor agrees to work for Broker as an Independent Contractor, and is not an employee: however, Contractor understands the Broker is legally accountable for the activities of the Contractor. Unless otherwise provided herein, all costs and obligations incurred by Contractor in conducting its independent business shall be paid solely by Contractor, who will hold Broker harmless from any and all such costs and obligations. Contractor will act independently as to the management of its time and efforts, and will be solely responsible for all its own expenses, such as Association dues, licensing renewals, pagers, cellular telephones etc., as such are incurred.
  2. Contractor, and all of its real estate agents, are, and shall remain, licensed and in good standing with the Idaho Real Estate Commission, through the term hereof.
  3. Broker, at its sole cost and expense, shall maintain its broker’s license with the Idaho Real Estate Commission and allow Contractor and its agents to work under such broker’s license. Broker shall also conduct all of its real estate brokerage activities in full compliance with all federal, State of Idaho and local laws, rules and regulations including, without limitation, all Fair Housing Laws. Contractor shall also fully comply with all Fair Housing Laws and shall not act or advertise in a way to deny equal professional services to any person by reason of race, color, religion, sex, handicap, familial status, or national origin as called for in the “Equal Housing Opportunity Act.”
  4. Contractor shall utilize its own automobiles for its business purposes. Contractor shall maintain a minimum $100,000/$300,000 vehicle liability and property damage insurance policy for all its vehicles, naming Broker as a co- insured, covering any vehicles used to transport third parties for the purposes of showing or inspecting properties. Contractor shall furnish a copy of said policy to Broker upon request. Contractor shall provide E&O coverage through an approved insurance provider through the state e&o policy.
  5. For the duration of this Agreement and for all referrals, Contractor shall pay to Broker 10% of the commission received by Broker not to exceed $495. Contractor acknowledges that they are not permitted to represent Buyers or Sellers or write any contracts other than referral agreements under the Market Pro name. Market Pro is strictly a referral only company. In addition to the flat fee payments to Broker described above, Contractor agrees to pay to Broker $120 per year. All such payments shall be due Broker on the first day of each anniversary year, the date you moved to MarketPro.
  6. Contractor shall immediately notify Broker of any circumstances likely to give rise to any kind of claim against Contractor and/or Broker. In the event of a claim, lawsuit or arbitration demand which is not wholly covered by Broker’s insurance referenced herein, Broker may withhold from any commissions due Contractor any amounts adequate to satisfy amounts not covered, pending settlement or other disposition of the matter. Broker, with Contractor’s consent, may apply such sums as are necessary to settle or to satisfy any such claim or award.2 Contractor agrees to indemnify and hold Broker harmless from any claims, demands, complaints or actions made against Broker as a result of any Contractor transaction.
  7. Contractor agrees to continue to fully cooperate with Broker as necessary to resolve any transaction, claims, or disputes which are pending at the time of, or which arise after, the termination of this Agreement. In such an event, Broker will charge to Contractor a reasonable fee for all Broker and staff time and costs for services provided on Contractor’s behalf.
  8. Contractor understands and agrees that, because Contractor is an Independent Contractor and not an employee of Broker, Broker will not withhold any Federal or State Income Tax, Social Security (FICA) or Unemployment (FUTA) taxes from Contractor’s commissions paid. Contractor is personally responsible for paying any and all Federal and State Income Taxes, Social Security deposits and all other taxes, and for maintaining all expense records as required by law, and represents to Broker that all such amounts due will be withheld and paid. Contractor shall indemnify and hold Broker harmless for any liability or costs thereof. Contractor further understands and acknowledges that broker provides no Workman’s Compensation coverage. Contractor hereby specifically waives such coverage and represents to Broker that it understands that, if Contractor desires such coverage, Contractor must personally obtain such coverage directly from the state of Idaho or an insurance carrier.
  9. This Agreement may only be terminated by a party hereto upon one or more of the following events:

    1. Mutual agreement by the parties;
    2. Breach of this Agreement by a party (in which event the non-breaching party may terminate); and/or
    3. Any action by a party which the other party reasonably believes jeopardizes such party’s (or its agents’) licenses or business reputation (in which event the jeopardized party may terminate).

    In the event of a breach of this Agreement, in addition to the non-breaching party’s right to terminate this Agreement, the non-breaching party shall also have all rights and remedies available at law and/or equity.

  10. In the event it shall become necessary for either party to this Agreement to retain legal counsel to enforce any term, condition, or covenant of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, including any attorney fees and costs incurred in any bankruptcy or appellate proceeding.
  11. This Agreement shall be binding upon and shall inure to the benefit of the parties, their respective heirs, personal representatives, successors and assigns; provided however, that this Agreement may not be assigned without the prior written consent of the non-assigning party. For purposes of this Agreement, the sale, assignment or other transfer, in one or more transactions, of fifty percent (50%) or more of the underlying ownership interests of either party, shall be deemed an assignment subject to written consent of the non-assigning party.
  12. Both parties to this Agreement have been, or have had the opportunity to be, represented by legal counsel in the course of the negotiations for and the preparation of this Agreement. Accordingly, in all cases, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against either party regardless of which party caused the preparation of this Agreement.
  13. This Agreement may only be modified or amended in writing signed by both parties.
  14. This Agreement shall be governed by the laws of the State of Idaho.
  15. The failure of a party to insist, in any one or more instances, upon strict performance of any term, covenant or condition of this Agreement or in any instrument or document referred to herein or contemplated hereby, shall not be construed as a waiver, or a relinquishment for the future, of such term, covenant or condition, but the same shall remain and continue in full force and effect.
  16. This Agreement and the instruments and documents referred to herein or contemplated hereby constitute the entire agreement between the parties concerning the subject matter of this Agreement; there are no oral or parol agreements existing between the parties relative to the subject matter hereof which are not expressly set forth herein or in the instruments or documents referred to herein or contemplated hereby.
  17. Each individual executing this Agreement on behalf of an entity, hereby represents and warrants that his or her company has duly and properly authorized the execution of this Agreement by such individual and that this Agreement is enforceable against his or her entity in accordance with its terms.
  18. Both parties shall execute, acknowledge, and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request, or as may be reasonably necessary, to consummate the transactions contemplated in this Agreement.