Independent Contractor Agreement - Montana

  1. Services For the Term of this Agreement
    1. Contractor shall be a licensed real estate agent with the state licensing body in the state(s) in which the contractor is practicing and affiliated with Broker. In accordance with state law, Contractor is and shall remain duly qualified to solicit real estate as a service to the general public.
    2. Within ten (10) days of the Effective Date of this Agreement, Contractor shall become and remain a member in good standing with all applicable government agencies, the REALTOR® association (local, state, and national levels), and the Multiple Listing Service. Contractor shall comply with all associated rules, regulations, and By-laws.
    3. Contractor shall be bound by the National Association of REALTORS® Code of Ethics.
    4. Contractor shall exert Contractor’s best efforts in all activities related to the listing, selling, leasing, or exchanging of real properties in the State licensed and affiliated with Broker. Contractor shall, in all ways and at all times, act in full compliance with the state statutes, the rules of the governing bodies, and the Association of REALTORS®, including the Code of Ethics.
    5. At all times, Contractor shall act in such a way as to reflect the high standards of Broker.
    6. At all times, Contractor shall take no action which jeopardizes Broker’s licenses or business reputation.
  2. Relationship of the Parties
    1. Contractor is an independent contractor of Broker, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between Contractor and Broker for any purpose. Contractor has no authority (and shall not hold itself out as having authority) to bind Broker and Contractor shall not make any agreements or representations on Broker's behalf without Broker’s prior written consent.
    2. Without limiting Section 2(a), Contractor will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Broker to its employees. Broker shall not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers' compensation insurance on Contractor’s behalf.
    3. In the event that Broker is legally ordered to garnish commissions, Contractor agrees that Broker may withhold a portion ofcommissions as required. This includes, but is not limited to court orders, judgments, or other legal mandates. Contractor understands and agree that Broker is obligated to comply with lawful orders for commission garnishment.
    4. Any persons employed or engaged by Contractor in connection with the performance of the services shall be Contractor’s employees or contractors and Contractor shall be fully responsible for them.
    5. Contractor may be paid under their legal name as filed with the Real Estate Commission and Social Security office or under an approved business name. Contractor is responsible to provide a W-9 with Business Name, Tax ID, and Tax Classification before any commissions may be paid to new business name. Contractor understands that each business name is considered a new tax entity, and that income may be tracked separately.
    6. Contractor understands they are responsible for all taxes related to their income. 1099s will be provided for review in January and will be filed by the last day of the month per federal guidelines. S and C Corporate entities will not have 1099s filed per IRS guidelines.
  3. Fees
    1. Unless otherwise provided herein, all fees, costs, fines, and expenses incurred by Contractor in providing the Services shall be paid solely by Contractor. Fees, costs, and expenses include but are not limited to:
      1. Association and MLS dues;
      2. Licensing fees and renewals;
      3. Cellular telephones;
      4. Office space;
      5. Office equipment;
      6. Supplies;
      7. Fines or judgments against Contractor for providing Services; and,
      8. all other expenses incurred by Contractor for providing Services.
  4. Broker Supervision
    1. As required by applicable law, Broker shall maintain its broker’s license with the state licensing body, under which Contractor shall provide services. Broker shall conduct its real estate brokerage activities in compliance with applicable federal, state, and local laws, rules, and regulations. Broker shall supervise all work performed by Contractor as required by law and this Agreement.
    2. Except where such methods are inconsistent with the law or this Agreement, Contractor is solely responsible for the management of its own real estate business including, but not limited to, the management of time, efforts, and expenses. Broker shall have no right, except to the extent required by law, to direct or limit Contractor’s activities as to hours, leads, floor time, open houses, prospecting, reports, meeting attendance, services, time off, vacation, or other similar activities.
    3. Contractor shall ensure Broker has current contact information on file. Contractor shall, within ten (10) days, provide updated contact information (including name changes, phone number, email, and/or mailing address) to Broker.
  5. Fair Housing Requirements
    1. Broker is committed to full compliance with all federal, state, and local Fair Housing Laws. Therefore, Contractor shall fully understand and comply with all Fair Housing requirements and shall not act or advertise in any way to deny equal professional services or housing opportunity to any person for reasons of race, color, religion, sex, handicap, familial status, or national origin as mandated in the “Equal Housing Opportunity Act” or any other current or future enacted regulations.
  6. Intellectual Property Rights
    1. Broker and Contractor intend that all photographs, images, graphics, video recordings, virtual tours, drawings, written descriptions, remarks, narratives, pricing information, and all other copyrightable elements submitted by Contractor to Broker at any time with respect to a real estate listing (the “Listing Content”) or created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing Services (“Work Product”) and all copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information regarding the Services (collectively “Intellectual Property Rights”) shall be the property of Broker and a contribution to a collective work for all Broker’s contractors.
    2. To the extent permitted under applicable law, all Intellectual Property Rights that may qualify as a “work made for hire” (as such term is defined under the Copyright Act of 1976, 17 U.S.C. §101 et seq, as amended) is hereby deemed a “work made for hire” for Broker and all copyrights therein shall automatically and immediately vest in Broker. To the extent any Intellectual Property Rights do not constitute “work made for hire,” Contractor irrevocably assigns and transfers to Broker, for no additional consideration, all right, title, and interest in and to such Intellectual Property Rights including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof.
    3. Contractor represents and warrants to Broker with respect to the Listing Content for each of Contractor’s listings that (i) each element of the Listing Content is an original work of authorship of Contractor, or has been irrevocably assigned and transferred to Contractor, and (ii) the Listing Content and this assignment of rights to Broker do not violate or infringe upon the rights, including any copyright rights, of any person or entity.
    4. Any and all photographs, videos, or other visual media ("Media") created by Broker, in which the Contractor appears or is featured, shall remain the sole property of the Broker. Contractor acknowledges and agrees that the Media, including but not limited to photographs and videos, are the intellectual property of Broker, and Broker retains all rights, title, and interest in and to the Media. Broker shall have the unrestricted right to use, reproduce, publish, distribute, and display the Media for any purpose, including but not limited to advertising, marketing, promotion, and publicity, without any further consent or approval from Contractor. Contractor hereby grants the Broker a non-exclusive, royalty-free, worldwide license to use the Media in perpetuity, without any obligation to compensate the Contractor.
    5. As between Contractor and Broker, Broker is, and will remain, the sole and exclusive owner of all right, title, and interest in and to the Intellectual Property Rights. Contractor has no right or license to reproduce or use any Intellectual Property Rights except solely during the Term to the extent necessary to perform Contractor’s Services under this Agreement.
    6. During the Term of this Agreement, and so long as it is used in relation to Contractor’s provision of Services, Contractor may use Broker’s trademarks, service marks, trade names, logos, symbols, or brand names.
  7. Insurance
    1. Contractor shall utilize Contractor’s own vehicle for Contractor’s provision of Services. Contractor shall procure and maintain a comprehensive vehicle insurance policy which shall include, but not be limited to 1) a minimum of $100,000/$300,000 vehicle liability and property damage coverage limits; 2) coverage for the transport of third parties for the purpose of showing or inspecting properties; and 3) the identification of Broker as an additional insured. Contractor shall furnish a copy of said policy to Broker upon request. If Contractor’s insurance policy is cancelled, Contractor shall immediately notify Broker in writing. Broker, in its sole discretion, may terminate this Agreement for failure to maintain vehicle insurance as required by this Section. Contractor shall follow and obey all traffic laws.
  8. Risk Management
    1. Broker shall provide Contractor with $2,000,000 errors and omissions (E&O) insurance coverage through the Broker’s group E&O policy. Contractor shall pay annual risk management fee, which includes the E&O coverage, to Broker when billed and due, typically in the month of October each calendar year. Agents may be responsible to pay the deductible, not to exceed three thousand five hundred dollars ($3,500), in the event of a claim.
  9. Broker’s Transaction Fees
    1. As commissions are earned by Contractor, 100% of all such commissions shall be paid to Broker upon the close of transaction. Upon Broker’s receipt of these commissions, Broker shall pay agreed upon commissions to Contractor (less Broker’s flat fee and any past due account balance) within 2-3 business days, contingent on a completed transaction file, pursuant to Broker’s current commission payment policy and transaction file requirements
    2. Commissions may not be paid directly to Contractor by a third party without express written permission of Broker.
    3. During the Term of this Agreement, for all real estate transactions closed by Contractor, regardless of commissions earned, Contractor shall pay to Broker a flat fee of four hundred and ninety-five dollars ($495) for each transaction for the first eighteen (18) transactions closed by Contractor during a twelve (12) month period. The twelve (12) month period shall commence on the Effective Date of this agreement and shall reset each anniversary date thereafter. In the event the Contractor closes eighteen (18) full fee transactions in the twelve (12) month period, for each transaction closed thereafter (starting with the nineteenth (19) closed transaction), Contractor shall pay to Broker a flat fee of one hundred and twenty-five dollars ($125) for each subsequent transaction closed until the anniversary date, at which time the transaction count and fee schedule shall reset. Only full $495 fees count as a transaction.
    4. On transactions where the purchase price is less than sixty-six thousand dollars ($66,000), Contractor shall pay to Broker a flat fee equal to two hundred and ninety-five dollars ($295).
    5. On transactions where Contractor is receiving a referral commission only, Contractor shall pay ten percent (10%) of the commission received to Broker, not to exceed four hundred and ninety-five dollars ($495).
    6. Contractor agrees to the above fee structure for any personal transaction closed in the states in which Contractor is affiliated with Broker. Contractor hereby agrees to turn in paperwork and notify Broker of all personal transactions. Contract and closing statement of any out of state personal transactions must be emailed to Broker, regardless of licensing status or Broker affiliation.
    7. Broker, in its sole discretion, may withhold payment of a commission if it is alleged Contractor has engaged in or is a party to unethical behavior, fraud, a commission dispute, or violations of the state licensing body, REALTOR® Association, or MLS in the performance of Services. Commissions may be held until the issue is resolved.
    8. For purposes of this Agreement, a real estate transaction has closed when the real property deed(s) have been recorded or when a real property lease, where a commission is owed to Contractor, has been executed by all parties.
    9. Transactions involving the purchase and sale of lots, bare land, custom homes, construction, multi-family. commercial, or any real property shall be considered a transaction under this Section, and commission shall be determined at the sole discretion of Broker.
    10. Contractor agrees that Broker, as the contracting party, is the party legally entitled to the commission prior to disbursement.
  10. Broker’s Additional Fees
    1. In addition to the fees described in Section 9 above, Contractor shall pay the following:
      1. Monthly brokerage dues, ranging from $50-$150/mo. depending on region licensed and affiliated with Broker.
      2. Association MLS and/or Association dues as required by local MLS or Association to or/if paid by the Broker on your behalf.
      3. Accumulated printing charges.
      4. Annual Risk Management fee as outlined in Section 8.
      5. Optional brokerage services or products opted into or purchased.
    2. Regional areas may have additional fees for market requirements including adjusted transaction fees, monthly brokerage dues, MLS/Association dues, and regional office fees. Refer to the Addendum for your specific area for details.
    3. All such payments shall be due to Broker as determined by accounting office billing cycle. Invoices are delivered electronically on the 14th of each month with a due date of the last calendar day of that month. Delinquent agent accounts are assessed an eighteen percent (18%) annual late fee, which is billed each month.
    4. Any outstanding office bills will be deducted from commission fees collected.
  11. Broker’s Policies.
    1. Contractor shall abide by all other applicable policies and procedures of Broker as may apply to Contractor’s provision of Services. These policies and procedures are updated on an ongoing basis and notification of update will be provided to Contractor through Broker email communication. A current version of the Policies & Procedures manual is available on our Intranet, the Silvercreek® Toolbox. Contractor hereby agrees to be bound by the changes and agrees to regularly review such policies and procedures.
    2. Contractor shall abide by and be subject to Broker's Work-Place Discrimination and Harassment Policy, which shall be amended time to time, at Broker’s sole discretion.
      1. Contractor agrees to participate in training and education sessions provided by Broker regarding Broker’s Work-Place Discrimination and Harassment Policy.
      2. At the beginning of each year, on or before January 31st, Contractor agrees to read Broker’s Work-Place Discrimination and Harassment Policy.
    3. By entering into this agreement, Contract hereby consents to receiving text messages and email communications from Broker for the purposes of service updates and other relevant information. You understand that standard message and data rates may apply for text messages. You have the right to opt out of these communications at any time by following the instructions provided in the messages. However, opting out may affect our ability to provide certain services to you.
  12. Newly Licensed Contractors
    1. A Newly Licensed Contractor is defined as:
      1. Newly licensed – full time;
      2. Newly licensed – part time;
      3. Newly licensed real estate agent with an immediate transaction;
      4. Newly licensed selling/purchasing for personal reasons, investment, or representing a family member;
      5. Reactivating a license after being inactive for 12 months;
      6. Real estate agent transferring from another brokerage in the same state with less than five (5) transactions completed; and,
      7. Real estate agent from a different state, now active with Broker in a new state;
    2. Broker is committed to providing Newly Licensed Contractors education and opportunities to enable those Newly Licensed Contractors to realize Contractor’s potential as a new small business owner in the industry.
    3. Broker has established a minimum standard of education for Newly Licensed Contractors to learn and understand basic real estate fundamentals and practices. All Newly Licensed Contractors shall abide by Broker’s New Agent Commitment, participate in Broker’s New Agent Training Program, and abide by the time frames contained in both (collectively “New Agent Training”).
    4. Broker’s supervision under New Agent Training is required for the first three (3) transactions of a Newly Licensed Contractor.
    5. For each of the first three (3) transactions closed, the Newly Licensed Contractor shall pay Broker a Newly Licensed Contractor flat transaction fee of two thousand dollars ($2000).
    6. If a transaction purchase price is equal to or less than $100,000, then the Newly Licensed Contractor does not have to pay Broker the Newly Licensed Contractor flat fee on that transaction, however, standard transaction fees will apply, as outlined in section 9 above. Such a transaction shall not be counted as one of the three (3) closed transactions required to complete New Agent Training.
    7. Except for transactions with a purchase price equal to or less than $100,000, the first three (3) closed transactions of the Newly Licensed Contractor shall apply to the eighteen (18)-closed-transaction requirement set forth in Section 9(c) above.
    8. If Contractor is part of an approved real estate team affiliated with Broker, Contractor will coordinate training with team lead and Contractor will be subject to standard transaction fees as outlined in Section 9 above. Express permission from Broker is required for this exemption.
    9. If the Newly Licensed Contractor leaves a team prior to meeting the minimum training requirements of New Agent Training, the Newly Licensed Contractor shall immediately resume New Agent Training or Broker, at its sole discretion, may immediately terminate this Agreement.
    10. Newly Licensed Contractors shall pay the monthly fees identified in section 10 above.
    11. Newly Licensed Training programs may not be available in all areas. Broker retains the right to determine when and if the program is available and adjust fees or not provide the services when necessary. Should agent want to join the brokerage in an area where New Agent Training is not available, they may only do so with an approved team lead per section (h).
  13. Term and Termination
    1. Agreement shall commence on the Effective Date and shall continue until this Agreement is terminated by a party upon one or more of the following events:
      1. Immediately upon providing written notice, with or without cause;
      2. Immediately by mutual written agreement of the parties; and/or,
      3. Breach of this Agreement by a party (in which event the non-breaching party may terminate immediately)
    2. 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.
    3. In the event this Agreement is terminated:
      1. All Contractor listings and Buyer Agency Agreements obtained through efforts of Contractor during the term of this Agreement shall be cancelled and renewed with Contractor’s new Broker, provided:
        1. The client agrees to such transfer.
        2. Property is not currently under contract/pending.
        3. All Contractor obligations to Broker, including but not limited to, the payment of commission fees and other sums and expenses, and indemnity have been satisfied; and
      2. Contractor shall continue to fully cooperate with Broker as necessary to resolve any transactions, 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.
      3. Contractor shall deliver to Broker all tangible documents and other media, including any copies, containing, reflecting, incorporating, or based on the Intellectual Property Rights and permanently erase all Intellectual Property Rights from all computer systems.
  14. Indemnity
    1. Contractor shall defend, indemnify and hold harmless Broker, its affiliates, officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, taxes, insurance, contributions, fees, or expenses of whatever kind (including reasonably attorneys’ fees) arising out of or resulting from the provision of Contractor’s Services or Contractor’s obligations under this Agreement.
    2. Contractor shall immediately notify Broker of any circumstances likely to give rise to any kind of claim against Contractor and/or Broker.
    3. 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 the full amount of the commission. Broker may apply such sums as are necessary to settle or to satisfy any defense and indemnity obligation owed Broker.
  15. Miscellaneous
    1. 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.
    2. 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.
    3. Both parties to this Agreement have been, or have had the opportunity to be, represented by legal counsel during 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.
    4. Broker reserves the right to modify this Agreement through publication of the Policy and Procedures (available through
    5. This Agreement, and all matters arising out of this Agreement, shall be governed by, and construed in accordance with the laws of the State of Idaho, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. The parties agree that any lawsuit or legal proceeding arising out of this Agreement shall be brought only in the federal or state courts located in Ada County, Idaho.
    6. 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.
    7. 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 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.
    8. 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.