TERMS AND CONDITIONS

AGREEMENT TERMS AND CONDITIONS FOR TESORO CLUB REALTY

Cooperating Salesperson (“Salesperson”) and Cooperating Broker Company (“Company”) (Salesperson and Company are sometimes collectively referred to as “Broker”), in consideration of participation in the Tesoro Club Realty (TCR). Cooperating Broker Registration Program (the “Program”) and other good and valuable consideration, receipt of which are hereby acknowledged by the Parties hereto, agree to abide and be bound by the following terms and conditions of the Program.
1. Registration of Prospective Customer. Each time a prospective customer is in the (TCR) sales office, the prospective customer should register.
A. The Program is intended to protect a Broker as to a prospective purchaser who is properly registered by the Broker with (TCR) for a period of one hundred eighty days (180) days after the date of the initial registration. The Program will protect the Broker with respect to a purchase and sale agreement entered into with such prospective purchaser within one hundred eighty days (180) days in the event such prospective purchaser signs the purchase and sale agreement while not in the presence of the Broker, unless the prospective purchaser has entered into the purchase and sale agreement through the efforts of another real estate broker (other than TCR). A prospective customer who initially registers with a broker under the VIB shall be registered to such broker for a period of one hundred eighty days (180) days with respect to the sale of any new product, except as to any sale made to such prospective purchaser through the efforts of another real estate broker other than (TCR), in which event, no commission shall be due to the Company, Broker hereby acknowledges and agrees that such registration shall be effective solely with respect to the sale of new product & resales located within (TCR) that are listed with (TCR).
B. Should Broker attempt to register a prospective customer under this Program who is already registered or deemed registered by (TCR) to another real estate broker, then such registration shall be valid for the purpose of payment of a cooperative brokerage commission by (TCR), or the seller, and the original Broker which may have registered the prospective customer shall not be entitled to a commission on such sale.
C. If a prospective customer is registered to Broker under the Program and the one hundred eighty days (180) day registration period lapses prior to the customer executing a purchase agreement, then the prospective customer shall no longer be deemed to be registered to the Broker and any sale thereafter shall not be commissionable to said Broker at the sole discretion of (TCR).
2. Brokerage Commission.
A. Provided that Broker complies with all of the terms and conditions contained herein and Broker holds a valid registration for such prospective purchaser at the time the prospective purchaser executes a purchase agreement without the same being brought about through the efforts of any other real estate broker (which may have registered the customer after the original customer registration by Broker), then (TCR) agrees to pay company a three percent (3%) commission on the contract price amount (excluding furniture, furnishings and all closing and option credits provided by the Seller) located within (TCR), upon closing the transaction and payment by the seller of the commission to (TCR) No commission shall be paid until (TCR) has received its payment from seller. In the event that the transaction fails to close for any reason
whatsoever, to the extent that (TCR) receives a commission, Company will receive a prorata share of any commission actually received by (TCR) equal to an amount which bears the same ratio as three percent (3%) bears to the commission percentage due (TCR) if the transaction closed. The sale of a lot with a contract for seller/developer to construct a home on such lot is treated as one sale. If a home is constructed on such lot within one (1) year after closing on the lot where
(TCR) received a commission on the home and the Company was a procuring cause in bringing about the construction contract, the Company will be entitled to receive a commission on the house portion of the transaction. The commission will be a total of three percent (3%) on the house and lot and in the event a commission was paid on the lot, the amount of such payment will be credited against the total commission due and the balance shall be paid upon completion of the home out of commissions received by (TCR).
B. No commission shall be due Broker in the event a contract is canceled by its own terms. In the event that a Salesperson who initially registers a prospective customer in the Program terminates his/her employment with Company, prior to the closing of the registered prospective customers’ transaction, (TCR) shall pay the commission to Company with whom the Salesperson was associated at the time of initial registration and shall not have any liability to Salesperson.
C. The provisions of this subparagraph will permit the payment of the commission to Broker upon full execution of a purchase and sale agreement prior to closing in certain qualifying circumstances. In order for Broker to be entitled to receive the payment of its commission under the VIB Program, the Broker must have properly registered the purchaser, the purchase and sale agreement must not be subject to any preconditions or other contingences before the purchaser is obligated to close, such as a financing contingency, attorney review, etc., and the purchaser must have paid a deposit in an amount at least equal to twenty percent (20%) of the purchase price. Further, this portion of the Program shall be applicable only as to those sellers/developers who have specifically agreed in writing to participate in the early payment of commissions and (TCR) obligation to pay Broker is subject to the seller/developer making payment to (TCR) of the funds required. The commission to be paid under this paragraph 2.C shall be the final payment due to Company in connection with the transaction.
3. Compliance with Laws, Realtor Code of Ethics and Florida Real Estate Commission. Broker agrees to comply, abide and be bound by Chapter 475 of the Florida Statutes, Rules of the Florida Real Estate Commission and any rules, regulations or Code of Ethics promulgated and/or adopted by the Palm Beach Board of Realtors.
4. Representation of (TCR). Broker acknowledges that (TCR) is the authorized representative of specified new sales products at (TCR). Broker agrees not to make any representation to a prospective customer or client without the express consent of (TCR). Further, Broker agrees not to represent (TCR) in any false manner which may result in leading a customer or
prospective customer away from (TCR).
5. Indemnification. Broker agrees to indemnify and hold harmless (TCR) and its officers, agents, employees and their affiliates from and against any and all losses, claims, demands, suits, damages, cost and expenses of whatever nature of kind, including reasonable attorneys’ fees and costs and appellate fees and costs relating to or arising out of any claims against (TCR) as a result of any representation or other conduct by Broker without the express consent of (TCR).
6. No Inducement.
A. (TCR) has agreements with its salespersons as to the method of sales, referrals and how and on what basis compensation and benefits will by paid. Broker shall not negotiate any variation in such policies or offer additional or varied compensation or benefits to such salespersons, except upon the prior written approval of the (TCR) Vice President of Sales.
B. Broker acknowledges that registration forms, mailing lists, sign up sheets or other records of prospective or actual clients are Ibis trade secrets and confidential properties, Broker agrees not to solicit any (TCR). employee with respect to the contents of any of these or any other (TCR) trade secret or to obtain the same through other means.
7. Negotiations with Builders and Customers. Broker agrees not to enter into any negotiations directly or indirectly with any builder or prospective customers deemed registered to (TCR) regarding the reservation, purchase, lease and/or option of a residential unit in (TCR).
8. Openings, Promotional Events or shows. From time to time (TCR), in connection with the approved builders in (TCR) may sponsor openings, promotional events or other forms of showcase events to which the public may be invited in order to acquaint the public with the community, facilities and builder products. Broker’s invitation to attend is strictly for informational purposes and affords the Broker an opportunity to better acquaint himself/herself with the products available at (TCR). Therefore, Broker shall not solicit, by any direct or indirect means, any person who may be present at these events for Broker’s own account in order to induce a person to work with Broker. For the purposes of these events, such persons are deemed registered to (TCR). Furthermore, Brokers who are invited to attend these events shall not wear any company badges or name plates or disseminate any promotional or sales literature or other printed information unless approved in writing by (TCR).
9. Attorney’s Fees and Costs. Broker acknowledges and agrees that in the event (TCR) must enforce or defend any of the terms and conditions of this Agreement against Broker, brought by or against (TCR), (TCR) shall be entitled to collect, in any action, from Broker reasonable attorneys fees and costs, including fees and costs at all appellate levels.
10. Default by Broker. In the event that Salesperson violates any of the terms and conditions of this Agreement with respect to any transaction, (TCR) shall notify Salesperson and Company of the violation and (TCR) shall have the right to terminate Broker’s registration on the transaction and, if terminated, Broker shall not be entitled to receive a commission on the
transaction. In the event that Salesperson violates the terms and conditions of this Agreement more than once, whether or not such violation pertains to a particular or the same transaction (TCR) shall notify Salesperson and Company of the violation and (ESH) shall have the right to terminate all of Salesperson’s registrations. The Company shall have the right to: (i) terminate all Company’s privileges of future participation within the Program: (ii) terminate all existing registrations with the Company; and (iii) not pay or be liable for any commission on a transaction in which the Company’s registration has been terminated. (TCR) reserves the right to impose suspension periods from participation in the Program by Salesperson and/or Company at its sole discretion.
11. Arbitration. If upon receipt of a notice of violation of the terms and conditions of this Agreement, Company wishes to contest the fact that such a violation occurred, Company shall file a notice of contest with Vice President of Sales for (TCR) within three (3) days of receipt of notice of violation. Within ten (10) days of receipt of the notice of contest, Company and (TCR) shall each appoint one outside broker as arbitrator to decide the sole issue of whether or not there has been a violation of the terms and conditions of this Agreement. Both arbitrators shall then select a third arbitrator and in the event that they are unable to agree, then a third arbitrator may be appointed by the court. All evidence shall be submitted to the arbitration panel within fifteen (15) days of the notice or condition and said panel shall render a decision within five (5) days from receipt of all of the evidence. The decision of the arbitration panel shall be dissipative and final in all cases. The costs of arbitration, if any, shall be borne by the losing party in the arbitration proceedings determined by the arbitration panel, provided, however, in the event the Company is a Realtor and, if requested by Company, arbitration rules and procedures of the Palm Beach Board of Realtors shall be used instead of the arbitration procedure provided above.
12. Signature by Salesperson. The execution of the registration form and agreement by Salesperson shall be deemed to bind the Company and Company shall be bound by the terms hereof.
13. Modification of Cooperating Broker Program. (TCR) at its sole discretion and election, reserves the right to modify the Cooperating Broker Program at any time.
14. Entire Agreement. This Agreement sets forth the entire agreement between (TCR), Salesperson and Company and should not be altered, modified or amended unless such alteration, modification, amendment is set forth in writing signed by all parties. Further, the terms and conditions of the Program shall supersede and replace any prior information or agreement involving the Property, including any listing with MLS.