This Independent Contractor Agreement (this “Agreement”) is hereby made and entered
into on
this day by and between Oakstrand Realty, (“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 Associate (“Agent”) transferring
their 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:
1. License activation: Agent hereby acknowledges and agrees that the Broker may
terminate this agreement and refuse to accept the transfer of the Agent’s license and/or activate the Agent’s
license after reviewing the Agent’s online application. Such termination will be communicated to the Agent in
writing (via email or formal letter) and will be effective immediately upon delivery of the notice, unless otherwise
specified in the notice. This termination may occur in cases including, but not limited to, a past or existing claim
or sanction recorded by the Department of Business and Professional Regulation, or the Florida Real Estate
Commission, or for any reason deemed reasonable by the Broker. In the event of termination, the Agent’s annual
administrative fee will be refunded in full. However, if the termination occurs after the Agent’s Real Estate
license has been transferred, the Agent will not be entitled to any refund from the Broker.
2. 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 Agent 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 their 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 Agent 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 their 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.
Agent is strictly prohibited from incurring any obligations on behalf of Broker or in Broker’s name.
Agent shall not sign any contract, agreement, lease, or note in the name of Broker under any circumstances.
Additionally, Agent is expressly forbidden from opening or maintaining any bank account or investment account in the
name of Broker or endorsing, collecting, or depositing into Agent’s personal account any check, money order, or
other negotiable instrument made payable to Broker. Any such unauthorized actions shall be deemed a breach of this
agreement and will result in immediate termination and legal action.
3. 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 hereby acknowledges and agrees to follow and respect Fair Housing laws and principles, and
understands that the non-failure to comply is grounds for the Broker to terminate this agreement without any refund
of the annual administrative fee. If Agent is a member of an approved Association of REALTORS®, Agent certifies that
they will follow the REALTOR® Code of Ethics, policies, regulations, and the Multiple Listing Service Rules and
By-Laws. If there are any changes to the Agent's status with the REALTORS® association, the agent agrees
to notify the broker within 48 hours.
4. Education, License Renewal, and Professional Dues: It is the Agent’s full
responsibility to complete any required continuing education and pay for all fees, fines, dues, or expenses related
to maintaining a valid and active status, including but not limited to MLS dues, Association fees, and any other
professional memberships or obligations. Broker has no responsibility or obligation regarding the Agent’s licenses,
fees, renewal status, or professional dues.
5. 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.
If the Agent fails to comply in writing with the Broker's request for information within 30 calendar
days of receiving certified mail, the Broker is authorized to retain the entire commission amount and use it at
their discretion.
Should it be determined that the Agent is not the procuring cause of a transaction, or if the Agent
fails to comply with the Broker’s written request to substantiate their claim as the procuring cause, or if the
Agent provides false information on the “transaction questionnaire form,” the Broker will retain the entire
commission amount and disburse it at their discretion.
6. Communication, training and support: The Agent acknowledges and agrees that
Broker's supervision and communication primarily occur through electronic means, such as emails and through the
Oakstrand Online Back Office. While the Broker may, at their discretion, choose to engage in one-on-one or phone
communication with the Agent, such instances are determined solely by the Broker.
Agent understands and accepts that electronic communication may not be as immediate or direct as phone
or face-to-face contact, and acknowledges potential delays in the Broker's response.
Agent agrees to complete the required "Oakstrand New Agent Orientation" provided through the Oakstrand
Online Back Office the within fourteen (14) days of application acceptance. Before contacting the Broker, the Agent
agrees to consult the provided Online Back Office, including reviewing the "Independent Contractor Agreement &
Office Policy," "Training Materials," "Contracts & Forms," and "Agent Support" sections. Additionally, the Agent
commits to completing mandatory training on the website and utilizing the Q&A database for inquiries before seeking
assistance from the Broker.
Agent hereby agrees to regularly access the Oakstrand Online Back Office for the purpose of reviewing
brokerage announcements, industry announcements, and provided on-demand training.
Agent shall keep a fully functioning email address, and accepts that the email address communicated at
the 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.
7. Office Policies and Procedures: In conjunction with this Independent Contractor
Agreement, the Agent commits to adhere to the terms, procedures, and policies as set forth in the "Office Policies
and Procedures Manual." The Agent further agrees to comply with any modifications, addenda, or changes that may be
incorporated into the manual from time to time.
8. 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).
9. 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.
10. 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.
11. 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, commercial leases, businesses and/or contents of a business, 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 a violation of 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.
The Agent is strictly prohibited from sharing their password with any other individual to access any
secure systems associated with the brokerage, including but not limited to the MLS, online back office, or broker
provided
email account. The Agent hereby acknowledges that sharing passwords is a prohibited activity without any exceptions.
This
prohibition is in place due to the presence of highly sensitive, confidential, and proprietary information within
our system. It is important to note that our system employs sophisticated software that monitors login locations and
keystroke patterns, among other factors, to identify instances of account sharing. Any substantiated evidence of
account sharing will result in immediate termination.
The Agent is strictly prohibited from offering or disbursing a commission rebate or credit to any
party in the transaction without the prior written consent of the brokerage. Any proposed commission rebate must be
disclosed to the brokerage in advance and approved in writing. Agents are required to complete the "Buyer Commission
Rebate Agreement," available in the "Contracts & Forms" section of the Oakstrand Realty Online Back Office system,
and ensure it is signed by the broker to be valid. Any unauthorized rebate or disbursement of the commission by the
agent, without the broker's explicit written consent, will constitute a breach of this agreement and result in
immediate termination of the agent's affiliation with the brokerage.
The Agent acknowledges and agrees that they shall not engage in, endorse, facilitate, or obligate the
Brokerage to participate in any real estate transaction where compensation to the Brokerage is not clearly specified
and agreed upon in writing. The Agent further agrees not to involve the Brokerage in any transaction, including
those motivated by personal relationships or interests, without ensuring fair and adequate compensation for the
Brokerage's services. Any violation of this provision, including actions that expose the Brokerage to liability or
compromise its interests, shall be grounds for immediate termination of the Agent's affiliation with the Brokerage.
The Agent understands and agrees that service agreements, including but not limited to listing
agreements, constitute contracts between the seller or landlord and the brokerage, rather than between the seller or
landlord and the agent individually. In the event that the assigned agent is unable to fulfill the duties stipulated
in the listing or service agreement, the brokerage remains legally obligated to perform the terms of the agreement.
This may necessitate the reassignment of a different agent to fulfill such obligations.
Consequently, all compensation for broker services must be reasonable and equitable for the services
rendered. The Broker retains the right to review and, if necessary, reject any listing or service agreement that
does not offer fair compensation or does not align with the brokerage's quality standards. The Agent agrees to
respect and comply with the Broker's decisions in this regard.
Agent must conduct the selling or purchasing of their own real estate property independently
and not use our office or be affiliated with our brokerage if there is no commission paid or advertised. Since there
is no commission involved, the Broker will not participate in the transaction. The Agent should not identify
themselves as a salesperson for the Broker during any personal transactions that do not involve commission payments.
However, the Agent must disclose their real estate license to their buyer or tenant as required by law, but should
not mention the Broker's office name in any documents or business cards related to these transactions. In case of
any issues related to such transactions, the Broker will not be involved or provide any support.
12. Indemnification and Hold Harmless:
A. Indemnification: The Agent hereby agrees to indemnify, defend, and hold harmless the Broker, its
officers, directors, employees, affiliates, agents, and representatives (collectively, "Broker Indemnitees") from
and against any and all claims, demands, complaints, arbitrations, legal actions, judgments, liabilities, losses,
damages, costs, and expenses of any kind, including but not limited to reasonable attorneys' fees, court costs, and
any other costs, whether at trial, on appeal, in arbitration, or mediation, arising out of, related to, or resulting
from:
- 1. Misstatements and Misrepresentations: Any false or misleading statements, representations, or
omissions made by the Agent, whether intentional or unintentional, in connection with any real estate
transaction, whether in oral or written form, including those related to the properties, clients, or third
parties involved in a transaction.
- 2. Unauthorized Actions: Any actions taken by the Agent without proper authority or beyond the
scope of their role as outlined in this Agreement, including but not limited to signing documents, entering into
agreements, or binding the Broker in any way without prior written consent.
- 3. Breach of Legal or Regulatory Requirements: Any actions or omissions by the Agent that violate
federal, state, or local laws, rules, or regulations, including violations of real estate licensing laws (such
as Chapter 475, Florida Statutes), Fair Housing laws, or the Code of Ethics for REALTORS®.
- 4. Third-Party Claims: Any claims made by third parties, including clients, other agents, or
vendors, arising from the Agent’s conduct, misstatements, errors, omissions, or failure to perform in accordance
with the terms of this Agreement.
B. Scope of Indemnification: The indemnification obligation shall apply to all claims, demands,
complaints, arbitrations, legal actions, judgments, liabilities, losses, damages, costs, and expenses of any kind,
including but not limited to reasonable attorney’s fees, court costs, and any other legal expenses, whether at
trial, on appeal, in arbitration, or mediation, arising from the Agent’s own actions or omissions, including those
stemming from negligence, fraud, misrepresentation, or other misconduct, even if the claim is made by a third party
against the Broker or the Broker’s employees, agents, or affiliates.
C. Defense of Claims: The Agent agrees to provide the Broker with prompt notice of any claim, demand,
or legal action that could trigger indemnification under this provision. The Broker, at its sole discretion, may
select counsel to represent its interests, but the Agent shall bear all costs and expenses associated with the
defense of any claims subject to indemnification, unless the Broker chooses to assume the defense.
D. Indemnity for Third-Party Settlements: In the event the Broker or any Broker Indemnitee settles any
third-party claim due to the Agent’s actions or omissions, the Agent agrees to indemnify the Broker for the full
amount of the settlement, including attorneys’ fees, legal costs, and any other expenses incurred by the Broker in
relation to the settlement.
E. Mediation: The Agent agrees to indemnify and hold the Broker harmless from any costs, fees, and
expenses associated with any mediation related to disputes arising from the Agent’s actions or omissions. This
includes, but is not limited to, mediation fees, legal fees, and any expenses incurred by the Broker during the
mediation process.
F. Survival: This indemnity obligation shall survive the termination or expiration of this Agreement,
and shall apply to claims arising out of the Agent’s conduct during the term of this Agreement, regardless of when
such claims are filed.
13. Legal forms: Agent hereby acknowledges and agrees not to use any type of legal
binding forms, or any other forms, excepts for the ones offered in the "Contracts & Forms" section of Broker’s
"Online Back
Office". If a client is represented by a real estate attorney, the Agent shall forward the offer on the same day to
the buyer's or seller’s attorney for review. Agent shall not offer advice, 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 "Online Back Office"
provided by the Broker. Agent shall have to create a new transaction folder for each new transaction, and keep this
folder updated at all times, to permit Broker to review it at any time. Details will be in the
training section of Agent’s online back office account. In order to ensure compliance and timely processing, all
executed
documents must be uploaded to the "Online Back Office" using the transaction system within 72 hours of
execution. Failure to do so may result in a Non-Compliance Fee of $100 imposed by Oakstrand Realty for any
missing file, listing agreement, or contract that is 30 days past execution. This fee will be deducted from
the Agent's commission disbursement in accordance with our compliance policies. Agent hereby acknowledges
and agrees with this requirement. Agent hereby acknowledges that they are not authorized to execute any agreements
on behalf of the Broker that require the Broker's signature, nor any documents obligating the Broker to pay a
cooperating brokerage commission without first obtaining the Broker's signature on the relevant document. Such forms
must be reviewed and signed by the Broker to be valid. This includes, but is not limited to, agreements such as
"Exclusive Right of Sale," "Exclusive Right of Lease," "Co-Brokerage Commission Agreements," "Seller's Broker to
Buyer's Broker Compensation Agreements," and any similar forms. Should any Agent be found to have obligated the
Broker
to pay a third party without the Broker's signature, it will constitute an immediate breach of contract, providing
grounds for the immediate termination of contract.
14. Compensation: The Broker shall compensate the Agent on a commission basis for
each referred transaction successfully closed. Compensation shall not be based on hourly work or total time spent on
the transaction but solely on a commission basis. The Agent shall receive 100% of the commission, less any
transaction fee as defined in Section 21, "Transaction Fee," of this agreement, upon the successful closing of a
transaction. Payment to the Agent shall be made only after the Broker has received the required transaction
documents, transaction funds, and all outstanding dues, charges, or fees owed to Oakstrand Realty by the Agent have
been settled. The Agent is responsible for arranging the disbursement of their commission directly from the Closing
Agent at the time of closing. To facilitate this, the Agent must upload all transaction documentation to the
transaction folder before closing and promptly request a disbursement authorization letter from the Broker. However,
direct payment to the Agent at closing will not be authorized by the Broker if the Agent is part of a team sharing
the commission among team members, if any portion of the commission is allocated as a referral payment to a third
party, or if the transaction involves the purchase of new construction directly from a builder. In these cases, the
full commission will be paid to the Broker, who will subsequently distribute payments to all applicable parties
after receiving the commission. If the Closing Agent does not authorize direct payment to the Agent or if the
transaction falls under the above exclusions, the Broker will ensure the Agent receives their commission within ten
(10) business days after the brokerage's commission payment has been received and cleared by the bank. "Cleared"
means
the funds are available to the Broker, including any potential withholding by the Broker’s bank, which the Agent
acknowledges and accepts. The Broker shall withhold commission payment to the Agent, or instruct the Closing Agent
to do so, until all required transaction documents are received, electronically accessible, and reviewed to ensure
compliance with Florida law and Chapter 475. The Agent agrees that all payments shall be issued only in the name of
the Agent or the business entity registered and affiliated with the Agent's license as recorded with the Florida
DBPR. The Agent further agrees to maintain a current W-9 form on file with the Broker, ensuring that tax information
and address details remain accurate and up to date.
In the event that the Agent opts to rebate a portion of their commission to a party involved in the
transaction, in accordance with Chapter 475 regulations, the shared commission amount shall be derived from the
Agent’s net earnings subsequent to the deduction of the transaction fee. It is emphasized that only the Broker is
authorized to initiate payment or disbursements to third parties in compliance with Chapter 475 guidelines.
Furthermore, the Broker explicitly states non-cooperation with any "commission advance" programs, services, or
entities.
15. Agent’s Buying or Selling Own Property: If 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 sell 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 is payable to the brokerage and not directly 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 specified commission, and is ultimately bought or leased by the
Agent, or if the Agent is involved in the transaction or has a financial stake in it and the advertised commission
isn't listed on the HUD, then it's deemed that the commission has been unlawfully applied to the purchase price
without the Broker's approval. This is equivalent to the salesperson being directly compensated by the selling
broker.
Commission is payable to the Broker, who then compensates the Agent according to the terms of this
agreement. Agent cannot reduce the commission amount without the Broker's approval. The Agent must seek permission
from the Broker before negotiating any advertised commission amount. Any rebates to involved parties must be managed
either by the brokerage directly or by the closing agent with explicit authorization from the Broker.
If the Broker discovers that the Agent has purchased a property or has an interest in the purchase of
a property, and any portion or the entirety of the advertised commission amount has been applied towards the
purchase price without the Broker’s prior written approval, the Broker reserves the right to take the following
actions: (1) report the violation to the Florida Department of Business and Professional Regulation (DBPR); (2)
pursue legal action to recover the full commission amount, along with all associated costs, including but not
limited to legal fees, attorney’s fees, and any other damages incurred.
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 paid Agent's net earnings at closing by Broker.
- 2. Ask Broker for a letter to authorize the closing agent to apply Agent’s net earnings towards
purchase/closing cost.
Agent agrees to fully indemnify, defend, and hold Broker harmless from and against any and all claims,
demands, complaints, Realtor® arbitrations, legal actions, judgments, liabilities, losses, damages, costs, and
expenses of any kind, including but not limited to reasonable attorney’s fees and court costs, whether at trial, on
appeal, or in arbitration, arising directly or indirectly from transactions in which Agent has any personal
interest. This obligation to indemnify, defend, and hold harmless applies regardless of whether such claims or
actions are groundless or ultimately determined to be without merit.
If the Agent is selling a property in which they have a personal interest, the Agent shall fully and
accurately complete the Florida Realtors Seller Property Disclosure Form. This form must be signed by the seller and
acknowledged in writing by the buyer prior to closing. The disclosure shall include a comprehensive explanation of
the Agent’s relationship to the seller, ensuring full transparency. Additionally, the Agent must disclose, in
writing, all known material facts that could affect the property’s value. These disclosures shall encompass, but are
not limited to, conditions not readily observable by the buyer, as well as any known or potential projects, special
assessments, or other factors that may impact the property in compliance with all disclosure requirements under
Florida law. In the event of any changes to the material facts or
conditions of the property after the initial disclosure, the Agent is obligated to provide the buyer with an updated
Seller Property Disclosure Update form, signed by the seller, prior to closing. These measures are required to
ensure the buyer is fully informed and that the Agent remains in compliance with all legal and ethical obligations.
16. Compliance: Agent acknowledges and agrees to maintain a transaction folder within
the Oakstrand Online Office system, as directed by Broker, for all transactions. The Agent will establish a folder
within the transaction system located within the Oakstrand Online Office system, where all necessary
forms and documents will be stored. Broker reserves the right to access and review Agent's files in this
system at any time without prior notification. Upon acceptance of application, Broker will provide Agent with access
to the online office system. Agent is responsible for promptly updating all real estate files as instructed by
Broker in the training section of the Oakstrand Online Office system.
17. Fines or Arbitration: Agent hereby agrees to reimburse Broker for any fines,
arbitration awards, or court judgments imposed on Broker due to Agent's infractions of MLS board rules.
Reimbursement must be made via certified check. Additionally, Broker shall receive 25% of any arbitration award or
court judgment as compensation for time, legal expenses, and other costs incurred in connection with such
arbitration or court action.
18. Legal action against third parties: Agent hereby acknowledges and agrees that the
Broker has no obligation to initiate or pursue any legal action against a third party to collect unpaid dues or
commission owed to the Agent, at the Broker’s sole discretion. In the event that the Broker elects, at their sole
discretion, to pursue legal action, all legal fees and expenses incurred in such efforts shall be deducted from any
commission payable to the Agent. If the Broker decides, at their sole discretion, not to take legal action against a
third party, the Agent waives any right to bring a lawsuit or claim for damages, compensation, or any other remedy
against the Broker in relation to the unpaid commission.
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.
19. Errors & Omissions Insurance: In the event of a claim, the Agent shall be
responsible for paying the deductible amount as specified in the provided insurance policy. The Agent shall
immediately notify the Broker of any circumstances likely to give rise to a claim or complaint against the Agent
and/or the Broker. The Agent is solely responsible for requesting and reviewing the most recent E&O insurance
policy, including its exclusions, limitations, and deductibles. The Agent acknowledges that the Broker’s E&O
insurance does not guarantee coverage for all claims. Coverage is subject to policy limits, terms, and exclusions as
determined by the insurance provider. Claims or disputes that fall outside the scope of the E&O insurance
policy—including those arising from the Agent's gross negligence, intentional misconduct, personal interest in
transactions, or other excluded activities—will not be covered. The Agent agrees that their failure to request and
review the most recent policy terms will not limit their liability for claims excluded by the policy. In the event
of a claim, lawsuit, license complaint, mediation, or arbitration demand that is not fully covered by insurance, the
Broker may withhold from the Agent’s payable commissions an amount adequate to satisfy any uncovered amounts. These
funds shall be placed in the Broker's Claims and Disputes Retention Account pending settlement or other resolution
of the matter. The Broker may, at their sole discretion, apply such sums as necessary to settle or satisfy any such
claim or award, and the Agent agrees to cooperate fully in this regard. If a claim is not covered or exceeds policy
limits, the Agent agrees to indemnify, defend, and hold harmless the Broker from any resulting liabilities, legal
fees, or expenses. The Agent understands that, from time to time, the Broker may deem it necessary to obtain legal
consultation concerning one of the Agent's transactions. The Agent agrees to reimburse and indemnify the Broker for
any attorney's fees reasonably incurred by the Broker in obtaining legal advice concerning such transactions.
The Agent may obtain additional insurance coverage, including individual Errors and Omissions (E&O)
Insurance and/or an umbrella insurance policy, to provide supplemental protection. The Agent agrees to indemnify,
defend, and hold the Broker harmless from and against any and all claims, liabilities, damages, or expenses,
including attorney’s fees, arising from or related to the Agent’s gross negligence, ordinary negligence
(unintentional), violation of any law, regulation, or professional standard of conduct, or any act or omission that
falls outside the scope of E&O insurance coverage. This obligation to indemnify extends to liabilities occurring
from the date of the incident or omission giving rise to the claim.
E&O insurance coverage does not apply to any transactions closed without a Commission Disbursement
Authorization (CDA) approved by the managing broker prior to closing.
20. Annual Fee: The Agent shall pay a recurring administrative fee of $75.00 annually
to maintain an active affiliation with the Broker. This fee is intended solely for keeping the Agent’s license
active
with the Broker under the requirements of Chapter 475, Florida Statutes. Once the Agent’s license has been
activated, transferred, or renewed with the Broker, the administrative fee is non-refundable under any
circumstances. The annual administrative fee will be due on the anniversary of the Agent’s license affiliation with
Broker. The Broker will provide a grace period of 5 business days after the due date for payment of the annual fee.
If the fee remains unpaid after the grace period, this Agreement will automatically terminate, and the Agent's
license will be marked as inactive. In the event that the Broker changes the amount of the administrative fee, the
Broker will provide the Agent with at least 30 days' notice prior to the new fee being applied. If the Agent does
not accept the new fee, they may terminate this Agreement within 30 days without penalty. If the Agent fails to pay
the annual fee or any other required fees under this Agreement, the Broker may withhold commissions owed to the
Agent, including transaction fees or other payments due, until the Agent brings all outstanding fees up to date. The
Agent is solely responsible for ensuring the timely payment of the administrative fee. The Broker is under no
obligation to inform the Agent of upcoming due dates or payment status.
Agent agrees that Broker has the right to hold and/or apply any commissions owing to Agent, as may be
necessary to pay for or secure any obligations of Agent hereunder. Agent hereby acknowledges and agrees to accept
that any reoccurring administration fee is 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. If the agent needs to use
third-party software or acquire a third-party
membership, such as those related to realtors' associations, MLS databases, or the supra system, agent acknowledges
that they are responsible for covering all associated expenses and adhering to the rules and regulations outlined in
the terms of any third-party membership. The broker does not guarantee support or approval for any agreements
requiring endorsement offered by third-party software, third-party memberships, MLS databases, or associations. If
the agent's membership or access to any third party requires the broker's endorsement, the agent must obtain the
broker's approval before proceeding with the sign-up process.
21. Transaction Fees:
The Agent shall receive 100% of any commission earned, minus a transaction fee for each successfully completed
transaction, as outlined below:
- Sales
Transactions: A transaction fee of 0.2% (0.002 times the final sales price) of the final sales
price is to be paid to the Broker upon the recording of the deed following the sale of real estate, resulting
from the Agent's efforts.
- Referrals to
Oakstrand Agents No transaction fee ($0) shall be charged for referrals made to an agent actively
licensed with Oakstrand Realty.
- Referrals to
Other Brokerages: A transaction fee of $250 shall be paid to the Broker when a referral agreement
is made with another brokerage for a client seeking to complete a transaction.
- Residential
Lease
Transactions: A transaction fee of $100 shall be paid to the Broker upon the completion of a lease,
provided the lease results in the payment of a commission to the Broker due to the Agent's efforts.
A minimum transaction fee of $100 will be charged for all services where the brokerage receives compensation. This
includes, but is not limited to, retainer agreements. The only exception to this fee is referrals made to Oakstrand
Agents. The Agent agrees that the Broker has the right to withhold or apply any compensation owed to the Agent if
necessary to cover or secure any obligations of the Agent under this agreement.
22. 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.
23. Representations:
(a). The Agent affirms that they are a licensed real estate agent in Florida and have the legal
authority to act as such under the laws of the state.
(b). The Agent states that they have not been a defendant in any lawsuit alleging professional
misconduct or violations of deceptive trade practices or consumer protection laws within the past five (5) years.
Additionally, the Agent is not currently under investigation by any real estate commission or similar regulatory
body, nor has the Agent been found in violation of any such entity.
(c). The Agent affirms that they are not bound by any non-compete agreement, promise, or commitment
with another real estate broker, agency, firm, individual, or entity that would prevent them from working with
Oakstrand Realty.
(d). As an independent contractor, the Agent understands that their income as a real estate agent is
entirely dependent on their own efforts. The Agent acknowledges that neither the Broker nor Oakstrand Realty has
made any promises or guarantees regarding their income potential.
24. Fair Housing: The Broker upholds and adheres to the principles of Fair Housing.
It is the Agent's responsibility to remain fully informed and up-to-date on all developments in Fair Housing as they
pertain to real estate marketing and sales. Any non-compliance with Fair Housing principles by the Agent will lead
to appropriate disciplinary measures, including potential termination. The Agent warrants and represents their
commitment to: 1) Proactively stay informed on developments in Fair Housing. 2) Comply fully with all Fair Housing
laws and regulations. The Agent acknowledges and understands these obligations and agrees to them voluntarily.
25. Limited Trademark License: During the term of this Agreement, Broker grants
Agent a limited, revocable license to use the Oakstrand service mark on marketing materials, yard signs,
business cards, letterhead, websites, social media accounts, and other business-related forms or platforms. Agent
must obtain prior written approval from Broker and Oakstrand for all uses of the service mark. Upon
termination of this Agreement, Agent is strictly prohibited from using the Oakstrand service mark in any
form. This includes, but is not limited to, removing the service mark from websites, social media accounts, and any
digital or printed materials. Agent must immediately destroy or permanently delete all marketing materials, business
cards, letterhead, digital content, and other items that affiliate Agent with Oakstrand.
26. Confidentiality and Protection of Information: The Agent acknowledges that,
during the course of this Agreement, the Broker may disclose confidential information. This includes, but is not
limited to, mailing lists, client lists, sales data, cost information, business plans, projections, marketing data,
training materials, supporting documentation, and the Broker’s office policy manual. Additionally, the Broker’s
internet practices, marketing practices, and the functionality of the Broker’s website and other brokerage platforms
are considered confidential. The Agent agrees to maintain the confidentiality of all such information during the
term of this Agreement and after its termination. The Agent agrees not to use or disclose any confidential
information to any third party without prior written consent from the Broker, except as necessary to perform their
duties under this Agreement and as required by law. Any unauthorized disclosure or use of confidential information
by the Agent shall result in immediate termination of this Agreement, without notice or opportunity to cure the
breach. If the breach of confidentiality results in a direct or indirect loss of a client, business opportunity, or
transaction, the Agent shall be responsible for compensating the Broker for all losses. This may include, but is not
limited to, lost commissions, legal fees, and damages related to the loss of business or client trust. The Agent
agrees to indemnify, defend, and hold the Broker harmless from any claims, lawsuits, or third-party demands arising
from the Agent’s breach of confidentiality. This includes any costs, damages, or legal fees associated with
defending or settling such claims. In addition to the penalties mentioned above, the Broker may seek injunctive
relief or other equitable remedies to prevent further unauthorized disclosures or use of confidential information.
The Agent acknowledges that a breach of confidentiality could cause immediate and irreparable harm to the Broker,
which cannot be fully compensated by monetary damages alone. Upon termination of this Agreement or upon the Broker’s
request, the Agent agrees to immediately return or destroy all confidential information in their possession,
including physical and electronic documents, files, and records. The Agent shall certify in writing to the Broker
that all such information has been returned or destroyed. The Agent’s obligations under this confidentiality clause
shall survive the termination or expiration of this Agreement, and shall remain in effect indefinitely, unless the
Broker provides written consent to release such obligations.
27. Dispute Mediation This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida. Any disputes between an Agent and another Agent within the
Broker's firm will be resolved at the sole discretion of the Broker, provided that such resolution is fair and in
good faith. The Agent agrees to indemnify, defend, and hold harmless the Broker from any and all claims, actions,
lawsuits, demands, losses, judgments, liabilities, expenses, or costs, including but not limited to reasonable
attorneys’ fees, court costs, and any other expenses, that arise from or relate to external legal actions involving
the dispute, where the Broker is named as a defendant due to the dispute. This indemnification includes any claims,
costs, or expenses related to mediation, arbitration, or litigation arising out of the dispute, except to the extent
such claims arise from the Broker’s own negligence, misconduct, or bad faith actions. If a dispute arises between
the Broker and an Agent, the parties agree to first attempt to resolve the dispute through mediation. The mediation
shall be conducted in accordance with the rules of the American Arbitration Association (AAA) or another mediator
mutually agreed upon by the parties. Each party shall equally share the costs of mediation, including mediator fees
and administrative expenses. However, each party shall bear their own attorney’s fees and other related expenses. If
mediation does not resolve the dispute, the parties agree to resolve
any remaining issues through binding arbitration. The arbitration shall be conducted by a neutral arbitrator in
accordance with the rules of the AAA or another mutually agreed-upon arbitration provider. The parties will each
bear their own attorneys' fees and expenses at all stages of arbitration, including any administrative costs, but
will equally share the arbitrator's fees and costs associated with the arbitration process. In the event that
litigation is necessary, despite the mediation and arbitration provisions, the prevailing party in the litigation
shall be entitled to recover all reasonable attorneys' fees, costs, and expenses incurred during the legal
proceedings, including any appeals. This entitlement applies only if the dispute has proceeded to litigation after
unsuccessful mediation or arbitration. All negotiations, mediation, and arbitration proceedings under this clause
shall be confidential, and neither party may disclose information related to these proceedings without prior written
consent, except as required by law or court order.
28. Termination: This Agreement shall remain in effect for as long as the Agent holds
an active real estate license with the Broker, as recognized by the Florida Department of Business and Professional
Regulation (DBPR), and is renewed annually on the anniversary date of the Agent's affiliation with the Broker,
contingent upon the Broker's receipt of the annual administrative fee. The Broker grants a 5-day grace period after
the due date for payment of the administrative fee. If the administrative fee is not received by the end of the
grace period, this Agreement shall automatically terminate, with no further action required by either party. This
Agreement will automatically terminate if the Agent’s license status changes, the annual administrative fee is
unpaid, or the Broker ceases to have a Broker of Record or discontinues operations. Either party may
terminate this Agreement at any time, with or without cause, by providing written notice to the other party.
A violation by the Agent of any of their obligations under this Agreement shall constitute grounds for
immediate termination by the Broker, without notice or opportunity to cure. In the event of wrongful conduct by the
Agent, including, but not limited to, violations of ethical standards, fiduciary duties, or applicable laws
governing real estate in Florida, the Broker may terminate this Agreement immediately, without notice or further
obligations.
The failure of either party to maintain an active license in compliance with Chapter 475, Florida
Statutes, shall result in the automatic termination of this Agreement, without notice or further action required.
The Broker reserves the right, in its sole discretion, to refuse to renew this Agreement at the end of each annual
term, with or without cause, and to terminate this Agreement at any time prior to renewal.
If the Agent's license becomes involuntarily inactive or is rendered null and void by the DBPR for any
reason, this Agreement shall automatically terminate. If Agent's license is reinstated by the DBPR, the Agent shall
be required to submit a new application to the Broker, which the Broker may accept or reject in its sole discretion.
If the Broker accepts the Agent's re-application, the Agent shall remit the applicable administrative fee for the
new term in order to re-engage under any future Agreement.
Upon termination of this Agreement, the Broker shall have no obligation to reimburse or refund any
fees previously paid by the Agent, and no further compensation shall be owed by the Broker to the Agent. The Agent
agrees not to use, for their own benefit or the benefit of any third party, any confidential information obtained
during the term of this Agreement, including, but not limited to, information regarding properties for sale, lease,
or rental, or any client or customer information belonging to the Broker.
Upon termination of this Agreement, the Agent shall promptly return all property belonging to the
Broker, including, but not limited to, documents, materials, and electronic information, and shall not make copies
or retain any such property in any form. The Agent agrees to certify in writing that all such property has been
returned and that no copies have been retained, destroyed, or otherwise disposed of.
29. Use of Brokerage-Provided Tools and Systems: The Agent acknowledges and agrees
that any tools, software, systems, or platforms provided by the Broker, including but not limited to CRM systems,
MLS access, email accounts, marketing software, and other proprietary tools (collectively, "Brokerage Tools"), are
for the exclusive use of the Agent in connection with performing duties related to their real estate activities
under this Agreement. The Agent agrees to use the Brokerage Tools solely for the purpose of conducting real estate
transactions and related activities in accordance with the Broker's policies and applicable laws. The Agent agrees
not to share, lend, or allow any unauthorized third parties access to the Brokerage Tools or any systems that
require authentication, including but not limited to usernames, passwords, and access codes. The Agent is solely
responsible for maintaining the confidentiality of all login credentials and for any actions taken through their
account. The Agent is prohibited from sharing their login credentials for any system, including CRM, MLS, and email
systems, with anyone, including other agents, assistants, or third parties. The Agent is prohibited from using
Brokerage Tools for any personal, non-business-related purposes, or to access data unrelated to their real estate
transactions. The Agent shall not engage in any practice that attempts to extract, download, or copy data from the
Broker’s systems without prior written consent. The Broker reserves the right to monitor the usage of all Brokerage
Tools and systems, including tracking login activity, reviewing system access logs, and auditing the use of
information stored within these tools. The Agent acknowledges and agrees that such monitoring is a necessary part of
maintaining the integrity and security of the Broker’s systems and protecting client data. A breach of this section
may lead to immediate termination of this Agreement, without notice, and without any liability to the Broker. Upon
termination of this Agreement, or upon the Broker’s request, the Agent shall immediately return or securely destroy
all data, records, and access credentials related to the Brokerage Tools. This includes, but is not limited to, any
copies of client information, marketing materials, transaction records, and login credentials. The Agent shall
confirm, in writing, that all such data and access have been returned or destroyed. The Agent agrees to indemnify,
defend, and hold harmless the Broker and its affiliates from any claims, damages, losses, or legal expenses arising
from the Agent’s misuse or unauthorized use of the Brokerage Tools, including any data breaches, fraud, or
violations of confidentiality related to the misuse. The Agent’s obligations under this section regarding the use of
Brokerage Tools shall survive the termination or expiration of this Agreement and remain in effect indefinitely to
protect the Broker’s interests.
30. Use of Copyrighted Materials: The Agent acknowledges and agrees to comply with
all copyright laws and intellectual property regulations. The Agent is strictly prohibited from using, reproducing,
distributing, or displaying any copyrighted material—including but not limited to photographs, videos, articles, and
other media—without obtaining proper licenses, permissions, or authorizations from the copyright holder. This
prohibition applies to materials used in any context related to the Agent's professional activities, including but
not limited to marketing, advertising, and content shared on websites or social media platforms. The Agent further
agrees to indemnify, defend, and hold harmless the Broker from any claims, damages, liabilities, or expenses,
including attorney’s fees, arising from the Agent's unauthorized use of copyrighted materials. Any violation of this
provision shall be considered a material breach of this Agreement and may result in immediate termination of the
Agent's affiliation with the Broker without refund of any fees or commissions. The Agent understands that it is
their sole responsibility to verify the licensing and permissions for any materials they use in connection with
their professional activities. In cases of uncertainty, the Agent must consult the Broker or obtain independent
legal advice prior to using such materials.
31. Protection of Agent’s Listings and Contracts: If the Agent ends their
relationship with the Broker for any reason, the Broker will assist in terminating any active listings, as long as
the client chooses to continue working with the Agent at their new brokerage. In this case, the current listing
agreement with Oakstrand Realty must be terminated through a "Modification to Listing Agreement," allowing the
client to enter into a new listing agreement with the Agent's new brokerage. This termination will be without
penalty, provided that any outstanding fees owed to Oakstrand Realty are paid. For pending sales, the Broker will
collaborate with the Agent’s new brokerage to transfer the transaction, provided the new brokerage agrees to a
referral agreement that includes a referral fee equal to the transaction fee owed to Oakstrand Realty. The new
brokerage must also provide an assignment agreement, signed by the client, stating that they will take on
responsibility for the listing and any associated risks and liabilities. If no referral and assignment agreement is
made, Oakstrand Realty may assign the pending sale to another agent, at the Broker's discretion, to complete the
transaction. In such cases, the commission will be split 50/50 after deducting the transaction fee. The Agent agrees
to meet with the Broker before transferring their license. This meeting will finalize the separation process, review
ongoing transactions, outstanding credits and expenses, and address the reallocation of active clients.
32. Changes to Fee Plan: Agent understands that Oakstrand Realty may offer
alternative
plans
to agents that have different recurring charges, transaction fees, or commission structures. The Agent may
choose to switch from their current plan to a different plan offering by giving written notice to the Broker
before the first day of any month. The new plan will take effect on the first day of the following month.
The Agent may only make this election once every 12 months.
33. Broker's Marketing Authorization: The Agent hereby grants the Broker permission
to use the Agent’s name, photograph, and/or closing information for promotional, email, and marketing purposes. This
permission remains in effect unless the Broker receives a written request from the Agent to opt-out, in which case
the Broker will discontinue use of such information within a reasonable time frame.
34. Miscellaneous Provisions:
(a). Severability: In the event that any term or condition contained herein is held to be invalid or
unenforceable, all remaining terms and conditions shall remain unaffected and shall continue to inure to the benefit
of and to be binding upon the parties hereto.
(b). Forbearance-No Waiver: Forbearance or neglect on the part of either party to insist upon strict
compliance with the terms of this Agreement shall not be construed as or constitute a waiver thereof.
(c). Choice of Law: It is the intention of the parties hereto that this Agreement and the performances
hereunder and all suits and special proceedings hereunder be construed in accordance with and pursuant to the laws
of the State of Florida. The parties agree that any suit, action or proceeding for the enforcement of this Agreement
shall be brought in the State or Federal Courts in the State of Florida, County of Pinellas and the parties consent
to the jurisdiction, forum and venue of such courts.
35. Do Not Call: The Agent is not allowed to solicit individuals on the Do Not Call
list,
and it is the Agent's responsibility to verify all phone numbers against the list.
36. Changes to this Agreement: Broker may make changes to this Agreement
periodically. If any changes are made, Broker will notify Agent at least thirty (30) calendar days in advance,
either through an announcement in the online back office or by email to the Agent's registered email address. It is
the Agent's responsibility to regularly check for such notifications. The Agent’s continued registration and license
affiliation with the Broker at the Florida DBPR after the effective date of any changes will be considered as the
Agent's acceptance of those 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.
