Fill - Free fillable INDEPENDENT CONTRACTOR'S AGREEMENT (Texas-Version 2010.1) THIS AGREEMENT, ("Agreement"), PDF form

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INDEPENDENT CONTRACTOR'S AGREEMENT

(Texas-Version 2010.1)

THIS AGREEMENT, ("Agreement"), which term shall include all addenda attached hereto and

approved by RE/MAX of Texas (“Regional”), is made and entered into this ____ day of _______________,

_____ (”Effective Date”) by and between _____________________________________("Licensee"),

____________________________________________________________________________________

("Sponsoring Broker") and __________________________________________________ ("Contractor")

upon the terms and conditions stated herein.

WHEREAS, throughout the United States, real estate brokerage services are provided under the

RE/MAX Marks (as defined in Paragraph 12) through a network of franchisees/Licensees and affiliated

independent contractors (the "RE/MAX Network").

WHEREAS, Licensee is an independently owned and operated franchise of RE/MAX of Texas

("Regional") and is operating as a real estate brokerage business at the above address in accordance

with a system devised and developed by RE/MAX, LLC, for providing high quality real estate services to

the general public (the "RE/MAX System"); and

WHEREAS, Regional and RE/MAX, LLC have promoted the RE/MAX System and the RE/MAX

Marks for the benefit of all real estate license holders affiliated with the RE/MAX Network ("Sales

Associates"); and

WHEREAS, Contractor has been issued a real estate (broker/sales) license by the state of Texas

(this "State") and desires, in accordance with the terms and conditions of this Agreement, to become

affiliated with the RE/MAX Network by working as an independent contractor real estate sales associate

exclusively for Licensee and to use the services, facilities, programs and opportunities offered by

Licensee.

NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions

contained in this Agreement, the sufficiency of which consideration is hereby acknowledged, the parties

hereby agree as follows:

1. SUMMARY OF KEY TERMS AND FEES

Date of this Agreement (“Effective Date”): ____________________.

Expiration date of Agreement: ______________________.

Regional: RE/MAX of Texas, the Regional Licensor.

Office Name: ____________________________.

Licensee's and Contractor's Office Location:

__________________________________________________________________.

Security Deposit: $___________.

Initiation Fee: $______________.

RE/MAX, LLC Dues: Currently, Four hundred Dollars ($400.00) subject to future

increase by RE/MAX, LLC.

Administrative Fee: $ _______________________________.

Broker Service Fees: _____________ % on the first $250,000.00 of all gross real estate

income and commissions (including referral fees), earned, derived or otherwise

generated from closed real estate transactions handled by Contractor on a calendar year

basis. Notwithstanding the foregoing, Licensee may increase Contractor’s Broker

July

2016

Peck & Peck Enterprises, Inc. dba RE/MAX Abilene

Margie Peck

Joe H Alcorta Jr.

7/20/2016

7/19/2017

RE/MAX Abilene

2545 A South Danville Drive , Abilene, TX 79605

500.00

1,000.00

600.00

5.00

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Service Fee provided that Licensee gives Contractor sixty (60) days written notice. To

satisfy the Broker Service Fee payment obligation, Licensee may, as a matter of office

policy, practice or procedure, withhold the Broker Service Fee percentage from the

commission amount that would otherwise be payable to Contractor upon the closing of

each real estate transaction.

K. Ceiling on Monthly Fixed Expenses: $_________________________________.

L. Variable Shared Expenses: See Monthly Bill.

M. Variable Personal Expenses: See Monthly Bill.

N. Institutional Promotional Fee: One Hundred Dollars ($100.00) per month.

O. RE/MAX, LLC: RE/MAX, LLC.

P. Attached Addendum (check, if applicable. The Addendum is made available at the

discretion of the Licensee):

[ ] RAPP Standard

2. GENERAL ACKNOWLEDGMENTS. The parties hereby generally acknowledge that Licensee

operates a RE/MAX

real estate brokerage office in the State of Texas pursuant to the terms and

conditions of a License Agreement with Regional. The parties further acknowledge that it is the mutual

advantage of Licensee, Sponsoring Broker, and Contractor to enter into this Agreement and for

Contractor to operate its real estate business under the RE/MAX trade name upon the terms and

conditions hereinafter set forth.

3. INDEPENDENT CONTRACTOR STATUS. Contractor shall be an independent contractor for all

purposes and shall be free to dispose of such portion of his time and efforts as he sees fit. Contractor

shall have control over the method by which Contractor performs his duties and shall have no mandatory

duties except those set out in this Agreement, the Licensee’s Office Policy and Procedures Manual,

Regional Policy Directives and regulations, and applicable laws. Contractor hereby acknowledges

Contractor is responsible for payment of all Contractor’s own federal income taxes and self-employment

taxes (FICA) together with any and all corresponding state, county and local taxes. Contractor is

responsible for obtaining and maintaining all insurance Contractor is required to have under this

Agreement as well as any other insurance Contractor deems appropriate. Contractor represents that

Contractor is licensed as a salesperson or broker in good standing with The Texas Real Estate

Commission. In the event a Court or arbitrator should find that Contractor has entered into an

employer/employee relationship with Licensee, (which relationship Licensee, Broker and Contractor

expressly deny), Contractor hereby gives Licensee notice that Contractor elects not to be covered by any

Worker’s Compensation Policy to which Licensee may have subscribed to and Contractor hereby waives

his rights in common law or under any Statute to recover damages for any injuries.

Further, Contractor acknowledges that the independent contractor relationship described in this

Agreement is solely between Contractor and Licensee and that it is only through Licensee and such

relationship that Contractor is entitled to participate in the RE/MAX Network. Contractor acknowledges

and agrees that no contractual relationship of any kind exists between Contractor and Regional or

between Contractor and RE/MAX, LLC. Contractor further acknowledges that Contractor is not an

employee or an agent of Regional or of RE/MAX, LLC. Contractor agrees never to claim or assert that

Contractor is an employee of or an agent of Regional or of RE/MAX, LLC. Contractor further agrees to

look solely to Licensee for performance of the terms and conditions of this Agreement. Contractor

acknowledges that Regional and RE/MAX, LLC are not bound by, or subject to, the terms and conditions

of this Agreement.

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4. TERM AND RENEWAL.

A. Unless otherwise provided for herein, the term of this Agreement shall be for one (1) year

commencing on the Effective Date. This Agreement may be renewed for additional one year periods (the

“Renewal Period”) provided Contractor has complied with all the terms and conditions of this Agreement

and executes the form of Renewal Addendum or Independent Contractor Agreement being used by

Licensee at the time of such Renewal. Contractor acknowledges that the terms and conditions of such

renewal may be different then the terms and conditions of this Agreement.

B. If Contractor does not wish to renew this independent contractual relationship, Contractor must

notify Licensee in writing at least sixty (60) days prior to the expiration of the term of this Agreement,

provide Licensee a complete list of all outstanding bills and expenses incurred by Contractor, and provide

Licensee with a written summary of the current status of all transactions that Contractor is working on at

the time of expiration. If Contractor gives less than sixty (60) days written notice of his intent not to

renew, or if this Agreement automatically expires prior to Contractor giving notice to Licensee, then, in

addition to all amounts owed by Contractor under this Agreement to the end of the term, Contractor shall

pay, as liquidated damages, all applicable fees, dues, expenses and charges as outlined in this

Agreement, for a 60 day period following the date of Contractor's actual notice to Licensee. This

Agreement shall be deemed to be extended through the end of such 60-day period following the date of

Contractor's actual notice to Licensee.

5. LICENSEE'S RESPONSIBILITIES. Licensee agrees that in consideration of the fees and shared

expenses to be paid by Contractor under this Agreement, Licensee shall make available to Contractor, for

Contractor’s non-exclusive use, administrative support, an office or desk space, a shared reception area,

and access to listings, forms, advertising, telephone and other forms of communication. Licensee shall

submit to Contractor a monthly statement reflecting Contractor’s pro rata share of expenses, and the fees

and financial obligations due Licensee by Contractor including but not limited to applicable Broker Service

Fees.

6. CONTRACTOR'S RESPONSIBILITIES.

A. Listings and Other Contracts. Contractor agrees that Contractor shall act as an independent

real estate salesperson with respect to real estate matters including, but not limited to, obtaining or

entering into listings, buyer agency agreements, referral agreements, cooperative sale arrangements,

rental or management agreements, or any interest therein or providing services in relation thereto

(hereinafter collectively "Real Estate Service Agreements"), for all types of interest in and to real estate,

and soliciting sellers, purchasers, lessors, lessees and the like, for Real Estate Service Agreements and

any interest therein. Contractor agrees that all Real Estate Service Agreements or any interest therein

shall be taken in the name of Licensee by and through Sponsoring Broker within one (1) business day

after such Real Estate Service Agreements have been accepted by Contractor. Said Real Estate Service

Agreements shall become and remain the exclusive property of Licensee by and through Sponsoring

Broker; however, upon proper termination and/or expiration of this Agreement, Contractor's Real Estate

Service Agreements shall remain with Licensee by and through Sponsoring Broker subject to Section 8

and 9. All Real Estate Service Agreements may be shared with all other Contractors of Licensee, and

Contractor shall have the right to utilize the Real Estate Service Agreements similarly given to Licensee

by other associates. All fees earned by Contractor in connection with the sale, purchase, lease, rental,

locating or management of real estate and all other sums earned by or through the efforts of Contractor

shall be payable to and shall remain the sole and exclusive property of Licensee through Sponsoring

Broker, and Contractor shall have no direct interest whatsoever in any such fees or the collection thereof

and shall look solely to Licensee for payment of sums due Contractor pursuant to the terms of this

Agreement. Contractor shall not assign any interest from fees due hereunder. The parties agree hereto

and stipulate that substantially all compensation received by Contractor shall be directly related to sales,

Real Estate Service Agreements, and the consideration derived there from.

B. Authority to Establish Commissions and Required Disclosure. Contractor acknowledges that

Licensee, like any other real estate brokerage entity, comprises a single competitive unit in the name of

which all Real Estate Service Agreements are to be taken. Contractor also acknowledges that Licensee

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has the right to determine the commissions charged on its Real Estate Service Agreements and for the

services of its sales force. Consistent with the RE/MAX System, Licensee hereby authorizes Contractor to

negotiate or to otherwise independently establish the commission to be paid Licensee on a transaction-

by-transaction basis on all agency relationships, referrals and cooperative sales procured by Contractor,

but Licensee reserves the right to withdraw this authorization at any time. In the interest of avoiding

consumer confusion regarding the commission rates or fees available generally from RE/MAX offices,

brokers and agents, Licensee may discourage or prohibit the advertising of commission rates or fees by

Contractor. Contractor shall not advertise any commission rates or fees without the prior written authority

of Licensee, with such authority being revocable at any time. In the event that Licensee authorizes the

advertisement of commission rates or fees, Contractor shall assure that any advertisement of commission

rates or fees by Contractor includes as a disclosure, in prominent letters no smaller than one half the font

used for displaying the commission rates or fees in such advertising, the following: "Different commission

rates, fees and listing and marketing services may be offered by other RE/MAX offices and RE/MAX sales

associates in this market area." In addition, it shall be the responsibility of Contractor to make sure that

potential clients fully understand the listing and marketing services that will be provided by Contractor in

the market area in return for the commission rates or fees advertised. Contractor agrees to act strictly

within the authority granted by this Subparagraph with respect to the establishment and advertising of

commission rates or fees.

C. Reimbursement. Contractor shall reimburse Licensee for any referral fees, shares of

commissions or other costs that Licensee pays in good faith relying on Contractor’s statements or silence

or as a result of judgments, arbitration awards, mediations or other established entitlements. These rights

to reimbursement and recovery shall survive termination and/or expiration of this Agreement.

D. Personal Expenses. Contractor shall be responsible for all his personal expenses, including, but

not limited to, license and membership fees, insurance costs or educational endeavors, which may result

from or be required as a result of his being licensed by the Texas Real Estate Commission and/or

associated with Licensee.

E. Insurance Requirements. Contractor shall, at Contractor's expense, participate in any company

group insurance policy or policies made available to Contractor by Licensee. Where coverage of the type

or in the amounts described below is not made available by Licensee, Contractor shall acquire and

maintain, at Contractor's expense, such coverage as follows: (1) automobile liability insurance to cover

business use of Contractor's vehicle (Licensee does not object to Contractor's adding such coverage to

Contractor's existing automobile insurance policy) having a combined single limit of liability of at least Five

Hundred Thousand Dollars ($500,000); and bodily injury liability insurance having limits of at least Two

Hundred and Fifty Thousand Dollars ($250,000) for any one person and Five Hundred Thousand Dollars

($500,000) arising out of a single accident and property damage liability insurance having limits of at least

One Hundred Thousand Dollars ($100,000) arising out of a single accident; (2) general liability insurance

having a combined single limit of at least Two Million Dollars ($2,000,000); and (3) errors and omissions

coverage of at least One Million Dollars ($1,000,000) per occurrence or claim and annual aggregate.

Such insurance shall be structured to protect Contractor against any liability that may arise in connection

with the operation of Contractor's business as a real estate salesperson. Contractor shall ensure that all

policies of insurance to be acquired and maintained by Contractor contain a separate endorsement

naming Licensee, Regional and RE/MAX, LLC, as additional insureds. Such policies shall not be subject

to cancellation or non-renewal except on at least 10 days' prior written notice to Licensee, Regional and

RE/MAX, LLC. Contractor shall cause certificates of insurance, showing compliance with the

requirements of this Subparagraph, to be deposited with Licensee and Regional on or before the effective

date of this Agreement and any Renewal of this Agreement. If requested by Licensee, Contractor shall

provide Licensee a full and complete copy of any insurance policy required by this Subparagraph. If

Contractor fails to obtain the required insurance coverage, Contractor understands and acknowledges

that Licensee may obtain such insurance coverage and charge Contractor for the cost of such insurance.

Notwithstanding the foregoing, nothing in this Subparagraph shall be construed to require Licensee to

provide or make available to Contractor any type or amount of insurance.

F. Compliance with Laws and Good Business Practices. Contractor shall abide by all applicable

laws, ordinances and regulations including, without limitation, local, state and federal laws and regulations

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relating to real estate transactions and real estate service businesses. Contractor shall also abide by the

rules of ethical conduct established by the National Association of REALTORS®. the Texas Real Estate

Commission, the Texas Association of REALTORS

and the local board and/or association of

REALTORS

Contractor's advertising and promotion must be completely factual and conform to the

highest standards of lawful, ethical advertising. In all dealings with clients, customers, suppliers, public

officials, other real estate agents and brokers and the general public, Contractor must adhere to the

highest standards of business behavior, honesty, integrity, fair dealing and ethical conduct. Contractor

agrees to refrain from any business or advertising practice which may expose Licensee to legal action or

liability or adversely affect the reputation or image of Licensee, Regional, other RE/MAX offices or

RE/MAX affiliates, the RE/MAX Network, RE/MAX, LLC or the goodwill associated with the RE/MAX

Marks. Any breach of this Subparagraph 6.F will constitute a material breach of this Agreement.

G. REALTOR

Membership. Contractor shall maintain membership in good standing in the local

Association or Board of REALTORS® affiliated with the National Association of REALTORS

("NAR")

where available having jurisdiction over the market areas served by Licensee and shall abide by the Code

of Ethics promulgated by NAR and all of the rules and regulations of each local or regional Multiple Listing

Service ("MLS") in which Licensee participates.

H. Adherence to Office Policies and System Quality Standards. Contractor shall strictly observe

all office rules, procedures, standards, guidelines and policies (collectively "Office Policies") from time-

to-time established by Licensee for the operation of Licensee's RE/MAX office and the conduct of its

Sales Associates. Specifically, but without limitation, Contractor shall not disrupt Licensee’s operation or

office, shall maintain the highest ethical standards in the conduct of Contractor's real estate activities,

shall maintain Contractor's personal appearance and appearance of Contractor's office or work area in a

clean and orderly manner and shall provide dependable, efficient, courteous, high-quality professional

real estate services to the public in a manner designed to maintain goodwill among the public for the

entire RE/MAX System. In addition, Contractor shall abide by all RE/MAX System policies, guidelines and

standards ("System Standards") pertaining to Sales Associates affiliated with the RE/MAX Network as

from time-to-time approved or prescribed by Regional and/or RE/MAX, LLC including but not limited to

the requirements outlined in this agreement and those listed in Exhibit A attached hereto in addition to

those specified in the latest edition of the RE/MAX Trademark and Graphic Standards Manual.

Contractor acknowledges that Contractor's agreement to adhere to the Office Policies of Licensee and

the System Standards of Regional and RE/MAX, LLC is a material consideration for the execution of this

Agreement by Licensee, and that such Office Policies and System Standards have been established for

the purpose of preserving the reputation, high standards and goodwill associated with the RE/MAX Marks

(as defined in Subparagraph 12.A.). Contractor acknowledges that such System Standards do not govern

the specific manner and means by which Contractor conducts Contractor's day-to-day real estate

activities as an independent contractor on behalf of Licensee. Any breach of this Subparagraph 6.H. will

constitute a material breach of this Agreement.

I. No Criminal History. Contractor represents that Contractor and anyone else within Contractor's

control has never been convicted for, or received deferred adjudication for, any felony, any crime

involving violence, any crime involving the physical harm to another, or any crime of moral turpitude.

J. Hiring of Personal Assistants and Creating Working Relationships. Without authority from

and the prior written approval of Licensee, Contractor shall not hire, employ, contract with or for, retain

the services of, or arrange for any continuing working relationship with, any licensed or unlicensed

personal assistant, or any licensed person, who is not affiliated with Licensee nor shall Contractor hold or

sponsor the license of any real estate broker or salesperson.

K. Identification as Independent Operation. Contractor agrees to indicate in all dealings with

clients, customers, suppliers, public officials and others that Contractor is affiliated as an independent

contractor with Licensee and that Licensee's office is independently owned and operated. Contractor

agrees, where appropriate or required by Office Policies or System Standards, to include in all advertising

placed by Contractor the statement: "Each RE/MAX office is independently owned and operated.”

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L. RE/MAX Mainstreet Subscription. Contractor agrees to subscribe to RE/MAX Mainstreet which

can be accessed through a subscription to any internet Service Provider. Contractor will be required to

sign and abide by a RE/MAX Mainstreet Member Registration and Website User Agreement, which sets

forth the terms and conditions relating to us of RE/MAX Mainstreet. Contractor shall not use RE/MAX

Mainstreet to send unsolicited bulk electronic messages.

7. CONTRACTORS FINANCIAL OBLIGATIONS.

A. Security Deposit. Contractor shall pay the security deposit as defined in Section 1 above to

secure the full and faithful performance of Contractor’s obligations hereunder and to insure the return to

Licensee, upon termination or expiration of this Agreement, all materials, plans, programs, documents,

manuals, keys, signs, business cards, and the like. Licensee shall hold the Security Deposit without

obligation to pay interest, and with permission to use the Security Deposit while in its possession as

operating capital. Should Contractor be consistently late in paying his monthly financial obligations to

Licensee; or, should Contractor request Licensee to purchase extraordinary quantities of supplies,

Licensee, at its option, may require Contractor to make additional deposits to the Security Deposit. Upon

receipt of all outstanding bills of Contractor and after the expiration of sixty (60) days after termination or

expiration of this Agreement, if Contractor has fully performed all of his obligations hereunder, the

Security Deposit shall be returned to Contractor. Contractor shall have no right to offset the Security

Deposit against his account due Licensee, unless otherwise agreed to by Licensee in writing. Contractor

also understands and acknowledges that failure to perform under the terms and conditions of this

Agreement may result in forfeiture of the security deposit at the sole discretion of Licensee in addition to

all other remedies reserved and available to Licensee.

B. Initiation Fee. As consideration for joining Licensee's office, upon the execution of this

Agreement, Contractor shall pay to Licensee, the initiation fee as defined in Section 1 above, which is

non-refundable and nontransferable.

C. RE/MAX, LLC Dues. As additional consideration for this Agreement and for Contractor's

affiliation with the RE/MAX Network, Contractor shall pay to, and for the benefit of, RE/MAX, LLC,

in advance and in full, annual dues ("Annual Dues") in an amount equal to the greater of $400 or

the current dues applicable amount as specified by Regional and in effect on Contractor's Anniversary

Date. Subsequent Annual Dues shall be due and payable on the anniversary of the date Contractor

became licensed with, or otherwise qualified to engage in the real estate business on behalf of,

Licensee ("Anniversary Date").

D. Administrative Fee. Contractor shall pay Licensee, without deduction or offset a monthly

Administrative Fee on or before the due date indicated in any invoices delivered by Licensee. This fee

may be increased or reduced by Licensee at any time provided however, that such increase of reduction

will not become effective until the annual renewal date of this agreement. Notwithstanding the foregoing,

Contractor agrees and acknowledges that any authorized administrative fee increases payable to

Regional or RE/MAX, LLC shall be effective immediately upon implementation and that Contractor

agrees to pay any such adjusted amount.

E. Fixed Shared Expenses. Contractor shall pay Licensee, a portion of Licensee’s shared

expenses (the “Fixed Shared Expenses”), which expenses shall be deemed to include without limitation,

rent, office overhead, furniture, utilities, local telephone service, secretarial and clerical expenses,

janitorial services; ad valorem and property taxes and the like. Payment of these expenses does not

entitle Contractor to any right, title or interest of any kind whosoever in the furniture, furnishing, fixtures,

equipment or facilities. Fixed Shared Expenses for each month shall be determined by Licensee, and

Licensee will furnish Contractor with a monthly itemization of the same. Fixed Shared Expenses shall be

due and payable on the last day of each month or as otherwise directed by Licensee. At Licensee's

option, Fixed Shared expenses may be billed monthly in advance.

F. Variable Shared Expenses. Licensee may, at its option, include a separate category called

"Variable Shared Expenses", which are other additional expenses requested by a majority of the

Contractors then under contract with Licensee, and/or required for the proper management of the real

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estate brokerage office. Licensee will present to Contractor an additional bill for such Variable Shared

Expenses, which Contractor hereby promises to pay and which shall be due and payable on or before the

last day of the month in which they were incurred or as otherwise indicated on such bill.

G. Variable Personal Expenses. In addition to the services provided above, Contractor may avail

himself of certain additional services and materials which include, but are not limited to: long distance

telephone services, copying and reproduction services, advertising and promotional brochures,

personalized stationary, postage and fax machines, property signs for his listing, such accident, sickness,

health and life insurance benefits and programs as may be made available by Licensee to Contractor on

an optional basis, rental of calculating, accounting, bookkeeping, or computer equipment, and other

services and materials as are made available by Licensee at such rates and on such terms as

established by Licensee. Licensee will present Contractor with an itemization for the Variable Personal

Expenses incurred by or on behalf of Contractor during the prior thirty (30) day period, or part thereof.

Contractor shall pay such Variable Personal Expenses without deduction or offset on or before the last

day of the month in which they were incurred by Contractor or as otherwise indicated in Licensee’s bill.

H. Institutional Promotional Fund. Contractor agrees to pay, without deduction or offset as a

personal expense, the Promotional Fee as defined in Section 1 above, which shall be remitted by

Licensee to the RE/MAX Institutional Promotional Fund. The payments shall be made at the same time

the regular monthly bill of Contractor becomes due and payable. Contractor agrees and acknowledges

that to enhance media presence, to offset increases in media advertising costs, and for the creation and

production of advertising and public relations programs and materials, this fee may be adjusted from time

to time by Regional and Contractor agrees to pay any such adjusted amount upon implementation.

I. Broker Service Fees. Each month upon receipt of Contractor's monthly billing statement,

Contractor shall pay to Licensee a broker service fee ("Broker Service Fee") equal to _____ % on all

gross real estate income and commissions (including referral fees), earned, derived or otherwise

generated from closed real estate transactions handled by Contractor on a calendar year basis.

Notwithstanding the foregoing, Licensee may increase Contractor’s Broker Service Fee provided that

Licensee gives Contractor sixty (60) days written notice. To satisfy the Broker Service Fee payment

obligation, Licensee may, as a matter of office policy, practice or procedure, withhold the Broker Service

Fee percentage from the commission amount that would otherwise be payable to Contractor upon the

closing of each real estate transaction.

J. Fee Adjustments. Unless otherwise stated herein, all fees may be adjusted at the end of the

term of this Agreement by Licensee. Contractor shall pay, without deduction or offset, all monthly fees

described in Section 7, herein on or before the date indicated in Contractor’s invoice.

K. Delinquent Payments by Contractor. If Contractor is delinquent in the payment of his monetary

obligations due Licensee and/or Regional, in addition to Licensee's other rights under this Agreement or

applicable law including Licensee's rights to increase the amount of the Security Deposit, Licensee may

require Contractor to pay his financial obligations on a monthly basis, in advance, including a monthly

estimate of Variable Personal Expenses.

L. Direct Billing of Contractor by Regional. Regional reserves the right to bill Contractor directly

for the Administrative Fee and the Institutional Promotional Fee Contractor pays to Licensee. In the event

that Contractor receives a direct bill from Regional for the Administrative or Institutional Promotional Fees,

Contractor agrees and acknowledges to payment of such amounts upon receipt. Direct billing by

Regional may require payment by bank draft or wire transfer or by such other form of payment as

reasonably required by Regional.

8. TERMINATION

A. TERMINATION WITH CAUSE. Unless otherwise stated herein if Contractor commits a material

breach of this Agreement including but not limited to the occurrence of any of the following events,

Contractor agrees that Licensee has the right to terminate this Agreement immediately and without prior

notice and pursue any and all remedies available to Licensee at law or in equity:

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1. Contractor breaches any term of this Agreement or any of the regulations, policies or

supplements thereto established by Regional and/or Licensee.

2. Contractor exposes Licensee to potential liability or is likely to adversely affect the reputation

or image of Licensee, other RE/MAX offices, Regional, RE/MAX, LLC, or the RE/MAX name and

trademarks.

3. Contractor fails to maintain Contractor’s license as a salesperson or broker with The Texas

Real Estate Commission in good standing (regardless of whether such license is terminated or

suspended).

4. Contractor is declared bankrupt or insolvent, or makes an assignment for the benefit of

creditors or has a receiver appointed or has any proceedings commenced by or against

Contractor under the Federal Bankruptcy Act.

5. Contractor violates Section 6 Subsection I (criminal history) or has his license suspended or

revoked by the Texas Real Estate Commission.

6. Contractor has a judgment rendered against him that is not paid in full within thirty (30) days

from the date of rendition, or has a garnishment or sequestration or other writ issued against him

by a Court of competent jurisdiction.

Notwithstanding the termination of this Agreement, Contractor acknowledges that termination under

this provision shall not relieve Contractor of any monetary obligations due Licensee and Licensee may

pursue any and all remedies available to Licensee under this Agreement or applicable law.

B. TERMINATION WITHOUT CAUSE.

1. Either party may, without cause, terminate this Agreement at any time upon the giving of sixty

(60) days advance written notice to the other party. However, Contractor shall only have the right to

terminate this Agreement without cause if all of the following requirements are met: (a) at least sixty (60)

days before Contractor intends to terminate this Agreement, Contractor shall submit to Licensee his

written notice of termination with a complete list of all outstanding bills and expenses incurred by

Contractor, and (b) on or before the date of termination, Contractor shall provide Licensee with a written

summary of the current status of all transactions that Contractor is working on at the time of termination.

During the sixty (60) day notice period, Contractor shall continue to be responsible for the payment of

Contractor's monthly bill as per this Agreement, even if Contractor ceases the performance of

Contractor's duties at Licensee's place of business.

2. If Contractor fails to comply with the requirements under this Section, Licensee may pursue

any and all other rights or remedies Licensee has under this Agreement and applicable law including, but

not limited to, requiring Contractor to pay all fees due and owing under this Agreement through the

expiration of the term of this Agreement as stated herein.

C. EFFECT ON COMMISSIONS, LISTINGS and CONTRACTS. The effect of termination or

expiration of this Agreement on (i) existing Real Estate Service Agreements procured by Contractor; (ii)

Contractor's entitlement to fees, commissions or other compensation not yet earned or received by

Licensee as of the effective date of termination or expiration; and (iii) Contractor's obligations to pay

amounts owing by Licensee to other real estate agents and/or companies on contracts or arrangements

procured by Contractor shall be determined as follows: If Contractor: (a) satisfies all of Contractor's

payment and other obligations to Licensee under this Agreement and under any RE/MAX Amendment

hereto, including without limitation, Contractor's duty to pay all of Contractor's financial obligations and

fees and Contractor's duty to avoid disruptions within the office of Licensee; (b) presents to Licensee

appropriate releases that are signed by clients procured by Contractor and that release Licensee from

further performance of the contractual obligations still owed sellers and/or buyers and/or tenants under

such contracts; and (c) provides a written agreement signed by Contractor's new sponsoring Licensee,

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under which such new sponsoring Licensee agrees to fulfill, as a substitute for Licensee, all obligations

under, and assume all potential liabilities respecting, all contracts to be assigned, including without

limitation any referral fee obligations and obligations to pay other real estate agents and/or companies,

then Licensee may assign all such released and assumed listings and other real estate contracts

procured by Contractor to Contractor's new sponsoring Licensee in accordance with the directions set

forth in such releases.

Notwithstanding the foregoing, in the event that Licensee opts not to release or assign Contractor’s

Real Estate Service Agreements to Contractor’s new sponsoring broker, Licensee agrees that Contractor

is entitled to receive any commission on existing Real Estate Service Agreements procured by Contractor

as of the effective date of termination or expiration. Such commission shall be paid to Contractor upon

the closing and funding of any such transaction provided that Contractor has fully complied with all of

Contractor’s obligations under this Agreement upon termination or expiration.

9. NONPAYMENT DEFAULT AND REMEDIES. In the event Contractor does not pay all of his financial

obligations imposed by the terms of this Agreement as set forth in Section 7, in addition to Licensee's

other rights under this Agreement and applicable law, Licensee may, but is not obligated to, terminate this

Agreement without notice and Contractor shall thereupon cease all activities with respect to Contractor's

real estate business and Licensee shall initiate the transfer of Contractor's license to another sponsoring

broker designated by Contractor or to the Texas Real Estate Commission. Additionally, Licensee may,

and is hereby authorized to, deduct all or any part of such past due fees, late charges, and expenses

from commissions payable to Contractor and/or forfeit all or part of Contractor's Security Deposit. If there

are insufficient commissions payable to off-set amounts due Licensee and/or if Contractor fails to pay

Licensee by the last day of each month or as otherwise indicated on the statement, then Contractor shall

be assessed: (a) a late payment charge to compensate Licensee for the additional administrative costs

and expenses incurred in handling overdue payments which may, at Licensee's option, consist of (i) a

one-time monthly late charge, (ii) an escalating daily late charge, or (iii) a combination of both; and (b)

simple interest on all amounts owed but unpaid at the rate of 18% per year, or if such rate exceeds the

highest rate permitted under applicable law, then at the highest rate legally permitted. Contractor's

payments shall be applied in the following order: First, to the Administrative Fee due Regional, then to the

Promotional Fee, then to payment of late charges, then to interest, then to replenish all payment of or any

part of the Security Deposit and then to other unpaid fees. Further, Contractor shall be responsible for

and hereby promises to pay any and all costs including court costs, litigation expenses and reasonable

attorneys' fees incurred by Licensee, Regional and/or RE/MAX, LLC in the collection of, or attempt to

collect, amounts due and owing under the terms of this Agreement.

10. INDEMNIFICATION. Regional and Licensee shall not be liable to Contractor for any expenses

incurred by Contractor, nor shall Contractor have authority to bind Licensee, Regional or RE/MAX, LLC

by any promises or representations, unless specifically authorized in advance and in writing to do

so. Contractor agrees to indemnify and hold harmless Licensee, Regional and RE/MAX, LLC and

their respective affiliates, partners, officers, shareholders, directors, agents, employees, successors

and assigns from and against all fines, penalties, levies, suits, proceedings, claims, actions, or

causes of action of any kind and of whatsoever nature, including but not limited to all costs,

court costs, litigation expenses and attorneys' fees (including attorneys' fees on appeal) arising

from growing out of, in connection with or incidental to Contractor's activities and operation of

a real estate service business. Licensee and Contractor represent to Regional that, in the

event that any amounts are owed by Contractor to Licensee or by Licensee to Contractor,

each will pursue their respective rights and remedies under any agreements between

themselves or applicable law and will not rely upon or seek any action by Regional to collect

such sums. It is expressly recognized by Licensee and Contractor that Regional has no

obligation to collect any sums due from either party to the other. Licensee and Contractor,

individually and jointly and severally, hereby indemnify and hold harmless Regional and RE/MAX, LLC

and their respective affiliates, parents, officers, shareholders, directors, agents, employees, successors

and assigns from and against all fines, penalties, levies, suits, proceedings, claims, including but not

limited to, all costs, court costs, litigation expenses and attorneys' fees (including attorneys' fees on

appeal) arising from, growing out of, in connection with or incidental to Contractor or Licensee, this

Agreement, any new Independent Contractor Agreement or Renewal Addendum, as the case may be,

which may be signed by Contractor, Contractor's performance with Licensee or any amounts due

Licensee by Contractor.

Page 10 of 17

In case any action or claim to which Licensee, Regional or RE/MAX, LLC are entitled to

indemnification shall be brought or asserted in anyway against Contractor or Licensee, as the case may

be, Contractor and Licensee agree to immediately notify Regional and Licensee (if applicable) of the

same and furnish Regional and Licensee with all relative information. Licensee, Regional and RE/MAX,

LLC shall be entitled to participate in, and to the extent that they wish, to assume the defense thereof. If

Regional or RE/MAX, LLC is joined in a suitor proceeding filed against Contractor or Licensee, Regional

and/or RE/MAX, LLC may file a cross-action against Contractor and Licensee for contribution or

indemnity. Contractor agrees to remit directly to Regional and/or RE/MAX, LLC when invoiced any

reimbursement due Regional or RE/MAX, LLC, as the case may be, for attorneys' fees and expenses as

a result of this indemnity. Maintenance of any insurance required by this Agreement shall not relieve

Contractor or Licensee of liability or duty under this Section.

11. RELATIONSHIP WITH REGIONAL. Certain provisions of this Agreement inure to the direct benefit

of Regional, by way of example but not by way of limitation: (a) Contractor's obligations relative to certain

insurance requirements specified in Section 6, Subsection E; (b) Contractor's obligations to provide a

certain quality of real estate service as specified in Section 6, Subsections F-H; (c) Contractor's

protection of and adherence to Regional Policy Directives and specifically those dealing with the RE/MAX

trademarks as more specifically noted in Section 6; (d) Contractor's financial obligations specified in

Section 7; and (e) the indemnification provisions of Section 10. To the extent that the foregoing

examples and any other provisions of the Agreement inure to the benefit of Regional, Regional shall be

deemed to be a third party beneficiary of this Agreement and specifically reserves all rights, remedies and

benefits there under. Any breach of this Agreement or the policies and procedures of Licensee, Regional

and/or RE/MAX, LLC by Contractor could severely damage Licensee, Regional or RE/MAX, LLC and the

goodwill associated with the System. Therefore, it is expressly agreed that Licensee or Regional could,

jointly or severally, maintain any action or claim against Contractor that might arise out of or be incidental

to this Agreement. Notwithstanding the foregoing, Regional and/or RE/MAX, LLC do not retain control

over or have the right to supervise or direct the day to day activities of Contractor who shall remain at all

times an Independent Contractor of Licensee as more particularly provided in Section 3.

12. RE/MAX MARKS.

A. Ownership of RE/MAX Marks. Contractor acknowledges that RE/MAX, LLC is the exclusive

owner of all right, title and interest in and to RE/MAX, LLC's federal and state registered and common law

marks, which include, without limitation, "RE/MAX", "Above the Crowd", the RE/MAX Balloon and Design,

as well as the RE/MAX red-over-white-over-blue design; and various other service marks, trademarks,

trade names, membership marks, certification marks, logos, slogans, designs and all federal and state

registrations and applications for registrations thereof (collectively the "RE/MAX Marks"). Contractor

further acknowledges that the RE/MAX Marks have become widely known throughout the United States

and are now famous. Contractor also acknowledges that Licensee has the right to use the RE/MAX

Marks pursuant to, and solely in accordance with, Licensee's RE/MAX Franchise Agreement with

Regional.

Page 11 of 17

B. Permitted Uses of RE/MAX Marks. Pursuant to the terms and conditions of this Agreement,

Licensee grants permission to Contractor to use the RE/MAX Marks, but to do so only in connection with

Licensee's office name and address so as to indicate that Contractor is acting as an independent

contractor real estate sales associate exclusively for Licensee. Contractor understands and agrees that

Contractor has no independent right to use of any of the RE/MAX Marks, but rather that Contractor's use

of the RE/MAX Marks comes under and is subject to the Limited License embodied in Licensee's

Franchise Agreement. Contractor further understands that all use by Contractor of the RE/MAX Marks

inures exclusively to the benefit of RE/MAX, LLC. Contractor agrees to use the RE/MAX Marks only: (1)

to signify that Contractor is affiliated with, and acts on behalf of, Licensee and as such, is an affiliate of

the RE/MAX Network; and (2) to identify Licensee as the entity on behalf of which Contractor engages in

the business of procuring and performing the obligations under real estate related services contracts,

including listings contracts, buyer agency agreements, property management agreements and the like.

With the written permission of Licensee and subject to strict compliance with the format requirements set

forth in the most current edition of the RE/MAX Trademark and Graphic Standards Manual, as amended

from time-to-time, ("Trademark Manual"), and the ownership/assignment understandings set forth

herein, Contractor may be authorized to use an Internet domain name that includes the term "remax"

("RE/MAX Formative Domain Name"). Finally, Contractor is authorized to use the RE/MAX Marks in

connection with advertising that promotes Contractor as a real estate professional affiliated with Licensee

and the RE/MAX Network ("Personal Promotion Advertising") so long as such advertising includes

Licensee's name and address and meets the balance of other requirements set forth in the Trademark

Manual for Personal Promotion Advertising.

C. Prohibited Uses of RE/MAX Marks and Licensee's Name. Contractor is not authorized to and

shall refrain from using Licensee's name or the RE/MAX Marks: (i) in connection with any business other

than the real estate Licenseeage business of Licensee; (ii) in conjunction with the name or photo of any

licensed person who is not affiliated as a Sales Associate with Licensee; (iii) in the name of any "team" of

agents or of any entity, group, network or association other than the RE/MAX Network; (iv) in the name of

or in connection with activities comprising a RE/MAX office/agent locator service as defined in the

Trademark Manual; (v) in the name of or in connection with activities comprising a private referral network

as defined in the Trademark Manual; (vi) in conjunction with any third party service that competes directly

with a service offered by Regional or RE/MAX, LLC, to the public, or affiliates of the RE/MAX Network;

(vii) in any RE/MAX Formative Domain Name that has not been authorized by Licensee pursuant to this

section (viii) in any telephone directory or other directory listing or in any advertising, including without

limitation, yellow pages display advertising, that does not comply with the Trademark Manual or with the

Image, Advertising & Communications Guidelines of RE/MAX, LLC as from time-to-time amended; (ix) on

or in connection with any Internet website that functions for any purpose other than the promotion of the

real estate business of Licensee or that does not include the name and address of Licensee; (x) in

connection with the offering of real estate related services in market areas that Contractor does not serve

personally and directly; (xi) in connection with any real estate related services that do not meet the

standards of quality and professionalism in Contractor's market area; or (xii) in any other manner not

approved by Licensee or that is not in compliance with, or is prohibited by, the Trademark Manual.

D. No Uses By or In Support of Third Party's Services or Programs. Contractor is not authorized

to and shall refrain from entering into any relationship with, or sponsorship or endorsement arrangement

concerning, any third party individual or entity where such relationship results in, involves, or purports to

permit, the use or display by such third party of Licensee's name, or any of the RE/MAX Marks, or any

other name that is associated with Licensee's name, in connection with the offering or promotion of such

third party's products, services, programs, beliefs or causes.

E. Ownership and Assignment of RE/MAX Formative Domain Names. Contractor is not

authorized and agrees not to register any Internet domain name that includes the term "remax" ("RE/MAX

Formative Domain Name") unless it has been authorized in writing by Licensee and is allowed by and

strictly compliant with the rules for using the RE/MAX Marks in domain names set forth in the Trademark

Manual, as amended from time-to-time. Contractor acknowledges and agrees that the ownership of all

RE/MAX Formative Domain Names, as between Licensee and Contractor, shall be determined by

Licensee or the Office Policies of Licensee. Contractor agrees not to assign or encumber in any way the

Page 12 of 17

ownership or control rights of, or any interest respecting, any RE/MAX Formative Domain Name that

Contractor owns or controls, to any person or entity other than Licensee, Regional, or RE/MAX, LLC.

Contractor agrees and acknowledges that Contractor will have any legitimate interest in registering or

owning any RE/MAX Formative Domain Name that does not comply strictly with the rules for using the

RE/MAX Marks in domain names set forth in the Trademark Manual, or owning any RE/MAX Formative

Domain Name after the termination of this Agreement, and that registering or owning any RE/MAX

Formative Domain name that does not comply strictly with those rules, or retaining ownership of any

RE/MAX Formative Domain Name after termination of this agreement would be an act of bad faith..

F. No Other Uses of Licensee's Name or RE/MAX Marks Permitted. Except as expressly

permitted under this Paragraph 12, Contractor will not use Licensee's name or the RE/MAX Marks in any

manner whatsoever. Under no circumstances is Contractor permitted to authorize any other real estate

license holder to use Licensee's name or the RE/MAX Marks on business cards or in advertising or

promotional materials of any kind or to allow such license holder to appear in name and/or image with or

under the RE/MAX Marks or to otherwise benefit from them or Licensee's name.

G. Compliance with Trademark Manual. Contractor agrees that all use or display of the RE/MAX

Marks by Contractor as permitted by this section shall conform to the manner prescribed by RE/MAX,

LLC in the then most recent edition of the "Trademark Manual" and fully comply with all other standards

and guidelines set forth in such manual.

H. Material Breaches and Third Party Beneficiaries. Any breach of any Subparagraph of this

section shall constitute a material breach of this Agreement. Contractor acknowledges and agrees that

Regional and RE/MAX, LLC are third party beneficiaries of this section and, accordingly, Regional and/or

RE/MAX, LLC may bring an action directly to enforce the provisions of this section.

I. Indemnification for Costs of Forced Compliance. Contractor agrees to indemnify Licensee,

Regional and/or RE/MAX, LLC for all costs incurred, including court costs, expert witness fees, consumer

survey costs and reasonable attorney fees, by Licensee, Regional and/or RE/MAX, LLC to secure full

compliance with the provisions of this section.

13. RESTRICTIONS ON SUBSEQUENT BUSINESS ACTIVITY.

A. Materials. Contractor acknowledges that the sales plans, programs, manuals, rosters, forms,

contracts, agreements, brochures and other training, listing and sales materials provided hereunder by,

and the information gained from, the files or business of Licensee, Regional or RE/MAX, LLC, irrespective

of the origin or ultimate source (collectively, the "Materials"), are and shall remain the exclusive property

of their source, be it Licensee, Regional and/or RE/MAX, LLC. Upon termination or expiration of this

Agreement, without Renewal or Extension, Contractor shall promptly return to Licensee the original and

all copies of the Materials in Contractor's possession and shall not, after such termination or expiration

use any aspect of the Materials for any reason, or permit, suffer or tolerate the use of the Materials for

Contractor's own advantage or the advantage of others.

B. Confidential Information. Contractor acknowledges that Contractor has obtained and/or will

obtain knowledge of confidential matters, trade secrets, techniques, accounting procedures and other

methods developed by, through and in the RE/MAX System which are owned by RE/MAX, LLC, and are

essential to the operation of the RE/MAX System (collectively, the "Confidential Information"), without

which Contractor could not as efficiently, as effectively or as profitably operate or conduct Contractor's

RE/MAX affiliated real estate service activities. Contractor further acknowledges that the Confidential

Information was unknown to Contractor prior to Contractor's affiliation with the RE/MAX Network, and that

the methods developed by and for the RE/MAX System are unique and novel. Contractor shall take all

necessary steps, at Contractor's own expense, to protect the Confidential Information and shall not

divulge the Confidential Information, either during the term of this Agreement or following termination or

expiration of this Agreement or any Renewal or Extension, without the prior written consent of RE/MAX,

LLC.

Page 13 of 17

C. Distinguishing Characteristics of RE/MAX System. Contractor acknowledges the exclusive

rights of RE/MAX, LLC to its real estate system, its method of operation and its distinguishing

characteristics, including but not limited to the RE/MAX Marks, slogans, advertising copy and other

distinguishing characteristics now or hereafter adopted, displayed, used, existing as part of or becoming a

part of the RE/MAX System (collectively, the "Distinguishing Characteristics"). The Distinguishing

Characteristics presently include, but are not limited to, the horizontal red-over-white-over-blue design on

RE/MAX signs, business cards, telephone numbers, "REMAX" Formative Domain Names, RE/MAX hot

air balloons and other materials identified with the RE/MAX System. After termination or expiration of this

Agreement without Renewal or Extension, Contractor shall not use or imitate the RE/MAX System or any

of the Distinguishing Characteristics and shall destroy or return to Licensee all signs, cards, stationery

and any other RE/MAX material in Contractor's possession upon such termination or expiration. After

termination or expiration of this Agreement without Renewal or Extension, Contractor shall assign to

Licensee any (i) "REMAX" Formative Domain Names owned, held or controlled by Contractor; and (ii)

telephone numbers promoted in connection with Contractor's use of the RE/MAX marks.

D. De-Identification. Following termination or expiration of this Agreement without Renewal or

Extension or of Contractor's affiliation with the RE/MAX Organization upon any other event, Contractor

shall be free to continue Contractor's real estate business with competing real estate operations or to

establish Contractor's own brokerage operation or other business alone or in concert with others.

However, in connection with any business hereafter carried on by Contractor, Contractor shall refrain from

all use of the Materials, the Confidential Information, the RE/MAX Marks, and the Distinguishing

Characteristics and shall refrain from all representations, advertisements, actions and business activities

that may mislead others in the real estate business and/or the public to believe Contractor is still a part of,

affiliated with or sponsored in some way by the RE/MAX Network. In addition, Contractor shall not adopt

or use any name, trademark, service mark, sign design, logo or other device that comprises the colors

blue, red and white or which may (i) likely cause consumer confusion, or (ii) likely dilute the

distinctiveness of the RE/MAX Marks or the Distinguishing Characteristics. Specifically, but without

limitation, Contractor shall not adopt or use the term RE/MAX in connection with, or in the name of, any

subsequent business or use any term confusingly similar to the term RE/MAX or any name or term with

the prefix "RE" or the suffix "MAX", and Contractor shall refrain from the use of the colors red, white and

blue in any three-color identity scheme, from the use of the red over white over blue design or any

horizontal bar design in the same or similar colors or that is otherwise confusingly similar thereto, from the

use of a hot air balloon or a hot air balloon symbol, and from the use of the term "Above the Crowd" or

any other three-word phrase beginning with "Above" or ending with "Crowd."

E. Non-Solicitation. Contractor agrees to not directly or indirectly, for a period of one year after

termination or expiration of this Agreement, solicit, recruit, attempt to solicit or recruit, or assist anyone in

an attempt to solicit or recruit, for employment or for independent contract in the State of Texas, any other

Sales Associate, Licensed Assistant, Office Manager or an employee of any RE/MAX Affiliate or

otherwise induce any person to cease to be a Sales Associate, Licensed Assistant, Office Manager or an

employee of any RE/MAX Affiliate in order to join a competing real estate organization/business.

F. Enforcement, Injunctive Relief and Attorneys’ Fees. Contractor hereby acknowledges and

agrees that it would be difficult to measure the economic loss to Licensee, Regional and/or RE/MAX, LLC

that would occur as a result of the breach of any of the provisions of this section, and that such a breach

would cause immediate and irreparable harm for which there would be no adequate remedy at law.

Contractor further acknowledges and agrees that any of the foregoing provisions may be enforced by

Licensee, Regional and/or RE/MAX, LLC by injunction and/or restraining order. Further, Contractor

acknowledges and agrees that RE/MAX, LLC, as the owner of federal and state registrations for and

common law rights in the RE/MAX Marks, shall have a direct right to enforce any of the provisions

contained in this section through appropriate legal proceedings. Contractor agrees that Licensee may

transfer to Regional and/or RE/MAX, LLC the right to pursue, in Licensee's, Regional's and/or RE/MAX,

LLC's name, any claim (including without limitation a breach of contract claim) against Contractor for

breach of any term or condition contained in this section and Contractor further agrees not to contest any

such transfer in any legal proceeding. If Licensee, Regional and/or RE/MAX, LLC, is required to retain an

attorney to enforce any of the provisions of this section or to institute legal proceedings incident to such

enforcement, Contractor shall pay, in addition to all other sums for which Contractor may be found liable,

Page 14 of 17

reasonable attorneys' fees, court costs and litigation expenses incurred by Licensee, Regional and/or

RE/MAX, LLC.

G. Applicability of Prohibitions. The prohibitions upon termination or expiration of the Agreement

as set forth in this section shall not affect the rights and privileges which may be conferred upon

Contractor by any contract establishing an affiliation with another RE/MAX franchisee subsequent to such

termination or expiration.

H. Third Party Beneficiaries. Regional and RE/MAX, LLC, shall be deemed third party

beneficiaries of the acknowledgements, agreements and provisions of this Paragraph 13 including,

without limitation, for purposes of protection of the RE/MAX System, the Materials, the Confidential

Information, the RE/MAX Marks and the Distinguishing Characteristics.

14. MISCELLANEOUS PROVISIONS.

A. Notice. Any notice required to be given pursuant to this Agreement shall be given in writing and

delivered in person or by Certified Mail, Return Receipt Requested, postage prepaid, to the party entitled

to receive notice at the address given herein. Notice so mailed shall be deemed given as of the time of

deposit in the United States mail.

B. Modification. No change or modification of this Agreement shall be valid unless such change or

modification is approved, in writing and in advance, by Regional.

C. Compliance with Usury Laws and No Borrower Lender Relationship. It is the intention of the

parties hereto to comply with all applicable usury laws (now or hereto enacted). Nothing contained herein

shall in any way imply that a borrower-lender relationship has been created. Notwithstanding anything

contained herein to the contrary, in no event shall this Agreement require the payment or permit the

collection of interest in excess of the maximum amount permitted by law. If any such excess interest is

contracted for, charged or received under this Agreement, under any circumstances or as a result of any

event then the provisions of this section shall govern and control and any such excess interest which may

have been collected, received or contracted for, shall, at Licensee's option, be either applied as a credit

against any unpaid sums due and owing by Contractor to Licensee or refunded by Licensee to

Contractor.

D. Applicable Law. This Agreement shall be governed and construed in accordance with the laws

of the State of Texas. All references hereto to the "State" shall be to the State of Texas.

E. Severability. Should any part of this Agreement, for any reason, be declared invalid, such

decision shall not affect the validity of any remaining portion of this Agreement. Contractor, whether male

or female, is herein called Contractor and is referred to by the masculine singular personal pronoun.

F. Legal Expenses. Contractor agrees to be responsible for and hereby promises to pay any and

all costs including court costs, litigation expenses, and attorneys' fees incurred by Regional and/or

Licensee in enforcing any part of this Agreement or in the collection, or attempting to collect, amounts due

and owing under the terms of this Agreement.

G. Form of Business Entity and Individual Guaranty. If Contractor conducts its real estate

business in a capacity other than as an individual, Contractor agrees to abide by all Rules and

Regulations of the Texas Real Estate Commission as well as all other State and Federal laws and agrees

to execute the individual guarantee below. Contractor further agrees that it owns legal and beneficial title

to 100% of all classes of stock issued by Contractor’s corporation, Limited Liability Company and/or

partnership. Any sale by Contractor of all or any shares of stock by Contractor shall be deemed an

immediate default under this Agreement and shall permit Licensee to immediately terminate the Agreement

without notice.

H. Binding Nature. This Agreement shall become binding upon and inure to the benefit of the

parties, and their heirs, executors, administrators, successors and assigns.

Page 15 of 17

I. Assignment. This Agreement may not be assigned, pledged or otherwise transferred by

Contractor. Licensee reserves the right to assign, pledge, or transfer this Agreement, provided that

Contractor's rights and privileges granted in this Agreement shall not be adversely affected.

J. Gender. All terms in this Agreement used in any one number or gender shall extend to mean

and include any other number and gender as the facts, context or sense of this Agreement or any

Paragraph of this Agreement may require.

15. DISPUTE RESOLUTION.

A. Reporting of Problems and Complaints. Contractor shall promptly report to Licensee or

Licensee's broker of record, office manager or other person designated by Licensee all problems,

complaints and other circumstances, related to Contractor's conduct, activities or services which may lead

to claims, disputes or controversies. Any failure by Contractor to report promptly such problems,

complaints or other circumstances, or to cooperate fully with Licensee in accordance with this Paragraph

15, shall be grounds for immediate termination of this Agreement by Licensee for cause.

B. Agreement to Mediate and Arbitrate Disputes. Except as provided in Paragraph 15.C. below,

Contractor hereby agrees to cooperate with Licensee by supporting and fully participating in all efforts to

resolve disputes, complaints and other problems (hereafter collectively called “Dispute(s)") that arise: (i)

out of this Agreement; (ii) out of Contractor's conduct, activities or services as a real estate licensee; (iii)

out of any transaction in which Contractor is involved, or (iv) out of Contractor's relationship with the

RE/MAX Network or any RE/MAX affiliate (including, without limitation, Licensee or any other RE/MAX

office, Regional or any other RE/MAX region, RE/MAX, LLC, any other RE/MAX Sales Associate or any

officers, shareholders, directors, employees, agents or affiliates of any of the foregoing). Contractor

agrees to cooperate in the resolution of such Disputes through mediation and, if not successfully

resolved, then through binding arbitration. If the parties cannot agree on an alternative mediation and

arbitration system, then the Dispute shall be submitted within thirty (30) days of notice of any dispute to

the American Arbitration Association (“AAA”) for mediation and, if unsuccessful, for binding arbitration in

accordance with AAA’s Commercial Mediation Rules or Commercial Arbitration Rules, as applicable.

Contractor makes the foregoing commitment with full knowledge that by agreeing to submit Disputes to

binding arbitration, Contractor is agreeing not to resort to the courts or the judicial system and waiving

Contractor's rights to do so. If any other necessary party to any Dispute refuses to arbitrate and is not

bound by agreement to do so or cannot be compelled to do so on other grounds, or if Licensee and

Contractor working in cooperation cannot persuade other necessary parties to agree on a mediation and

arbitration system, then the foregoing commitment by Contractor to mediate and/or arbitrate that

particular Dispute shall be of no force or effect.

C. Exceptions to Mediation and Arbitration. Notwithstanding the obligation of Contractor to

arbitrate or mediate as set forth in this Paragraph 15, neither Contractor, Licensee, Regional nor

RE/MAX, LLC, shall be required to mediate or arbitrate Disputes, or any other matters or claims, that

relate in any way to the RE/MAX Marks, the use of the RE/MAX name or to copyrights, trade secrets, or

other proprietary rights owned by Regional or RE/MAX, LLC, or to the System Standards including,

without limitation, the Trademark Manual and the Distinguishing Characteristics, Materials, and

Confidential Information (as defined in Paragraph 12) or relating to the restrictions on subsequent

business activities set forth in Paragraph 13 of this Agreement or the enforcement of any such

restrictions. This Paragraph 15 shall not preclude, or be construed to require mediation or arbitration of,

any demand or legal action, in law or equity, including but not limited to seeking temporary restraining

orders, preliminary injunctions or other procedures in a court of competent jurisdiction to obtain interim

relief when deemed necessary to preserve the status quo or prevent irreparable to injury and/or seeking

to enforce the de-identification provisions of Subparagraph 13.D. or the termination of this Agreement on

any grounds that would permit immediate termination for cause. Notwithstanding the foregoing,

Contractor agrees and acknowledges that Licensee is not required to mediate or arbitrate any claims

against Contractor arising from Contractor’s obligation to pay Licensee the amounts set forth is the

Summary of Key Terms and Fees in this agreement including but not limited to those specifically outlined

in paragraph 7 of this agreement.

Page 16 of 17

16. ACKNOWLEDGEMENT DISCLAIMER. THE SUCCESS OF CONTRACTOR IN A RE/MAX REAL

ESTATE SERVICE BUSINESS IS SPECULATIVE AND WILL DEPEND ON MANY FACTORS

INCLUDING, TO A LARGE EXTENT, CONTRACTOR'S INDEPENDENT BUSINESS ABILITY.

CONTRACTOR HAS NOT RELIED ON ANY WARRANTY OR REPRESENTATION, EXPRESS OR

IMPLIED BY LICENSEE, REGIONAL OR RE/MAX, LLC, AS TO CONTRACTOR'S POTENTIAL

SUCCESS AS AN INDEPENDENT CONTRACTOR FOR LICENSEE AND NO ONE HAS PROMISED,

GUARANTEED OR ASSURED CONTRACTOR OF ANY LEVEL OF SUCCESS OR INCOME.

IN WITNESS WHEREOF, the parties, by their signatures below, acknowledge their understanding of,

commitment to and agreement with the terms of this Agreement as of the Effective Date.

"CONTRACTOR" "LICENSEE"

X X

Name (Print) Office Name (Print)

Address: Address:

TREC# : E-mail:

RE/MAX ID#:

E-mail:

“SPONSORING BROKER”

Name (Print)

Address:

TREC #:

INDIVIDUAL GUARANTY

For value received, and for other good and valuable consideration the receipt of which is hereby

acknowledged, the undersigned individually personally guarantees to Licensee, Regional, and the RE/MAX,

LLC, their respective heirs, legal representatives, successors and assigns, the full performance under this

Agreement by the business entity identified as Contractor, including the full payment of any and all sums

due under the terms, covenants and conditions this Agreement. The undersigned individual guaranty shall

remain and continue in full force and effect as to any renewal, modification or extension of this RE/MAX

Independent Contractor's Agreement.

X ________________________________

Individual Signature

Joe H Alcorta Jr.

, TX

642918

20529234

alcortarealestate@gmail.com

RE/MAX Abilene

2545 A South Danville Drive

Abilene, TX 79605

info@abilenehomesonline.com

Margie Peck

2545 A South Danville Drive

Abilene, TX 79605

367042

Page 17 of 17

EXHIBIT A: THE TOP TEN MOST COMMONLY OVERLOOKED TRADEMARK STANDARDS

To protect the integrity of the trademarks, a RE/MAX

Sales Contractors must adhere to the fundamental

trademark and graphic standards established in the RE/MAX of Texas Trademarks & Graphic Standards

Manual for all promotional materials. The following are the “Top Ten” most often overlooked standards:

1. RE/MAX

must always be in UPPERCASE with the ® registration symbol.

CORRECT: RE/MAX

INCORRECT: Re/Max, RE/MAX, re/max

EXCEPTION: do not use the registration symbol ® when the mark is used as part of the

office d.b.a.:

CORRECT: RE/MAX (office assumed name)

INCORRECT: RE/MAX

(office assumed name)

2. The complete RE/MAX

office name must appear prominently in each promotional piece.

3. The primary office telephone number must appear in each promotional piece, except for the

limited yard sign exception as summarized in item #4 below. A secondary telephone number

may also be included in promotional materials so long as identified as a direct line, mobile, home

or pager.

4. The main office number or a direct-dial office owned and operated number, within the

guidelines outlined in Policy Directive 01-01, must be the large number in the blue color bar on

yard signs. Agents may utilize riders with additional numbers or place an extension number next

to the primary office number.

5. Only the main office address, not a home address, may appear in promotional pieces.

6. The names of Personal Assistants in promotional pieces must be preceded by a term that

identifies them as subordinate to the agent, i.e. Licensed Assistant to…

7. You cannot mention any commission rates, rebates or fees in any promotional pieces without

the prior written authority of Licensee, with such authority being revocable at any time. In the

event that Licensee authorizes the advertisement of commission rates, rebates or fees,

Contractor shall include the disclosure, in prominent letters no smaller than one half the font used

for displaying the commission rates, rebates or fees: "Different commission rates, fees and

listing and marketing services may be offered by other RE/MAX offices and RE/MAX sales

associates in this market area."

8. Except for yard signs, each promotional piece must contain the phrase "Each Office

Independently Owned and Operated" or "Independently Owned and Operated".

9. The use of any other office or agent marks or personal logos in promotional pieces must be

approved in writing by RE/MAX of Texas.

10. Follow RE/MAX, LLC’s rules for domain names/websites and e-mail addresses.

Prior to printing any advertising material, you are encouraged to refer to the

RE/MAX Trademark & Graphic Standards Manual available on Mainstreet at

https://www.remax.net/marketing/downloads/Lists/Downloads_Library/TrademarkandGraphicStandards.pdf

Acknowledged:

______________________________________ Date: ______________, 20__

Contractor

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