ABC Realty, Inc., ("Broker") and John/Jane Salesperson , ("Contractor"), who will do business as a(n): ______ Salesperson or ______ Associate Broker

hereby agree as follows. This Agreement shall be effective as of the _____ day of ________________, _____.

WHEREAS, Broker is lawfully engaged in the business of marketing real estate in the State of Arizona and has and does enjoy the goodwill of the community and has a reputation for fair dealing in the business and with the public;

WHEREAS, Broker maintains offices equipped with equipment and staff for the operation of a real estate business;

WHEREAS, Broker has need of a salesperson to assist it in the above activity to service its customers and in general promote the best interests and highest goodwill of Broker; and,

WHEREAS, Contractor represents to Broker that he or she is a licensed real estate salesperson or broker and desires to engage in an independently established real estate business as involved in this agreement,

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants and conditions herein contained, the parties covenant and agree as follows:

1. Independent Contractor. Contractor agrees to work for Broker as an Independent Contractor, and not as an employee; however, Contractor understands that Broker may be legally accountable for the activities of the Contractor. All costs and obligations incurred by Contractor in conducting his/her independent business shall be paid solely by Contractor, who will hold Broker harmless from any and all such costs and obligations. Contractor will act independently as to the management of his/her time and efforts, and will be responsible for all of his/her own expenses, such as association dues, licensing renewals, pagers, cellular telephones, etc., as such expenses are incurred. Contractor shall be an independent contractor for federal tax purposes, state tax and unemployment purposes, and state worker's compensation purposes.

Contractor understands and agrees that because Contractor is an Independent Contractor and not an employee of Broker, Broker will not withhold any Federal or State Income Tax, Social Security (FICA) or Unemployment (FUTA) taxes from Contractor's commissions paid. Contractor is personally responsible for paying any and all Federal and State Income, Social Security and other taxes, and for maintaining all expense records as required by law, and represents to Broker that all such amounts will be duly withheld and paid. Contractor shall indemnify and hold Broker harmless from any liability or costs thereof. Contractor further understands and acknowledges that Broker provides no Workman's Compensation coverage. Contractor hereby specifically waives such coverage and represents to Broker that he/she understands that, if Contractor desires such coverage, Contractor must personally obtain such coverage directly from the State of Arizona or an insurance carrier.

Contractor will not perform under this Agreement for Broker or on Broker's premises any activities that are not known to and authorized by Broker and which are not "professional real estate activities" as provided by law. All renumeration of Contractor by Broker shall be solely and directly related to sales or other output as specified in this Agreement and not the number of hours that Contractor may have been worked.

2. License in Good Standing. Contractor is and shall remain licensed and in good standing with the Arizona Department of Real Estate, throughout the term of this Agreement. Contractor will exert his/her best efforts in all activities related to the listing, selling, leasing or exchanging of real property, and will in all ways conduct him/herself in full compliance with any applicable federal and state law and the Rules of the Department of Real Estate, and in a way which reflects the high standards of the Broker.

3. REALTOR [Optional]. Within _____ days of the date of this Agreement, Contractor will become and remain a dues-paying member of the _______________ Board of REALTORS®, and will adhere to the REALTOR® Code of Ethics, as well as the Multiple Listing Service Rules and By-Laws pertaining to listings, lockboxes, etc.

4. Automobile Insurance. Contractor will utilize his/her own automobile, and will maintain a minimum $100,000/$300,000 [or list higher amount] liability and property damage insurance policy, naming Broker as a co-insured, covering each and every vehicle used to transport third parties or to show and inspect properties, and shall furnish a copy of said policy to Broker upon request.

5. Commission to Contractor. As commissions are paid to Broker through the efforts of Contractor, the following percentage of any and all such commissions shall be paid to Contractor by Broker promptly after receipt and processing, less any amounts owing to Broker subject to the provisions below:

[Optional:] Contractor further agrees to pay Broker a monthly fee of $______, payable on the first of each month [and describe any other fees].

[Optional:] In addition, a sum will be withheld from each transaction by Broker for the Errors and Omissions Insurance premium. In consideration of the foregoing, Contractor will pay Broker a monthly fee of $_____, payable _____ months in advance.

6. E & O Insurance. The Errors and Omissions Insurance Carrier shall be chosen at Broker's discretion. Contractor understands that he/she is responsible for payment of the deductible amount upon request, for each Errors and Omissions claim. Contractor shall immediately notify Broker of any circumstances that may give rise to any kind of claim against Contractor and/or Broker, and Contractor shall take no action which might jeopardize insurance coverage. In the event of a claim, lawsuit or arbitration demand which is not wholly covered by insurance, Broker may withhold from Contractor's commissions payable, an amount adequate to satisfy any amounts not covered, which Broker shall place in an account for disputes, pending settlement or other disposition of the matter. Broker may, in Broker's sole discretion, apply such sums as necessary to settle or to satisfy any such claim or award.

Contractor understands that most insurance will not cover certain egregious forms of claims and liabilities or certain forms of property or property conditions, that it will normally not cover acts or omissions occurring prior to the time of the association of Contractor with Broker and will not cover any acts or omissions which occur or upon which claims are filed after departure from Broker for any reason. In the event of coverage, Contractor will refrain from any act which would constitute a violation leading to termination of the policy or the un-insurability of Broker. All uninsured losses shall be borne by Contractor.

7. Contractor Acting as Principal. Contractor understands that there is no Errors and Omissions insurance coverage for any transaction in which Contractor acts as a principal buyer, seller, lessee or lessor. Therefore, in the event Contractor intends to enter into any such transaction as a principal, he/she shall notify Broker before entering into a contract or lease agreement, and shall include such clause or clauses as Broker may deem necessary in any such contract or lease agreement. [Optional:] As to each such transaction, Contractor shall pay to Broker a fee of $______, in lieu of the Errors and Omissions premium. This amount shall be deposited into Broker's account for disputes, and may be applied, in Broker's sole discretion, toward the costs of defending and/or settling any claims made against Broker arising from any transaction in which any Independent Contractor of Broker acts as a principal.

In any event, Contractor agrees to indemnify and hold Broker harmless from any claims, demands, complaints or actions made against Broker as a result of any transaction in which Contractor acts as a principal.

8. Authority to Commit Broker. Contractor shall have no power to make statements for, bind, commit or obligate Broker to any representation, promise, agreement or the like unless specifically authorized in writing by Broker. All listings, transactions in progress, other professional activity, commissions payable and business opportunities belong to Broker. All transactions will be considered offers for business which Broker must accept in writing by initialing the same.

9. Non-liability for Actions or Inactions of Contractor. Contractor agrees to indemnify, defend and hold Broker harmless from any and all liabilities, obligations, suits, actions, claims, losses or demands asserted against Contractor and/or Broker and any judgments, losses or damages suffered by Broker as a result of any of Contractor's alleged intentional negligent or other wrongful acts and omissions or any other alleged wrongful conduct with respect to any other Contractors or third parties. The foregoing shall include reimbursement of any deductible or premium rating upon Broker's professional liability policy incurred by reason of any transaction of Contractor's and shall include any attorneys fees and costs incurred in defending claims in front of the Real Estate Department or the Board of REALTORS®.

10. 1099 Certificate. As soon as possible, Contractor will execute an IRS Form W-9 reflecting Contractor's tax identification number and shall subsequently provide Broker with an annual completed IRS 1099-MISC form.

11. Transfer of Listings. [Optional:] In the event that Contractor terminates his/her contractual relationship with Broker for any reason, any and all listings obtained through the efforts of Contractor during the term of this Agreement, shall be transferred (upon prior written approval of the owner) to Contractor or to Contractor's new employing broker, on Contractor's behalf. Contractor agrees to continue to fully cooperate with Broker as necessary to resolve any transactions, claims or disputes which are pending at the time, or which arise after, Contractor's contractual relationship with Broker terminates.

12. Confidential Information. [Optional:] Contractor acknowledges that all actual and potential customer/client information including but not limited to marketing information and contracts (and no matter the form such as a computer disk, "hard copy" or otherwise) of Broker is confidential, unique and valuable and was developed by Broker at Broker's cost, and that disclosure of any such information would cause Broker irreparable injury. Contractor agrees such items include, but are not limited to, client and customer lists, marketing information, phone numbers, files, computer client and customer information and other data. Contractor agrees during the term of this Agreement and for one (1) year following termination, whether with or without cause, that Contractor will not in any manner, either directly or indirectly, divulge, disclose or communicate to any person or business any such information, as Broker and Contractor acknowledge such information affects the successful conduct of the business of Broker and Broker's goodwill. Contractor agrees such confidential information means all information that is not available generally to the public, is useful to the current or anticipated business of Broker, or has been identified as confidential. It is agreed confidential information includes, but is not limited to "trade secrets" as defined under Arizona law. Contractor agrees that upon termination of this Agreement for any reason whatsoever, to promptly return to Broker all confidential items. It is agreed that this restriction does not include general skills, knowledge and experience which Contractor may use after termination. Upon termination for any reason, Contractor in addition to returning such confidential information agrees not to maintain a copy of such confidential information in any form whatsoever and agrees not to provide a copy of such to anyone or any entity.

13. Broker Prohibition on Solicitation of Employees and Contractors of Broker. [Optional:] Contractor agrees during the term of this Agreement and for a period of one (1) year from the date of termination, not to, directly, or indirectly, solicit, induce or encourage any contractor and/or employee of Broker to terminate such arrangement with Broker or to accept a service type contract with any other Broker, including, but not limited to, any competitor of Broker.

14. Non-Solicitation of Customers/Clients of Broker: [Optional:] It is agreed during the term of this Agreement that Contractor shall not solicit or contact, directly or indirectly, any customer/client of Broker, whether or not Contractor was involved with any transaction with such customer/client of Broker. The parties agree that following termination, Contractor shall not contact, directly or indirectly, any customer/client of Broker, whether or not Contractor was involved with any sale with such customer/client of Broker during the term of this Agreement. It is agreed such restriction shall apply for a one (1) year period following termination and shall also apply to any customer/client obtained by Broker during that one (1) year period which Contractor had not previously made any contact before Broker has obtained a business relationship with such customer/client generated in the one (1) year following termination. The parties agree that this restrictive provision shall have a geographical scope to include the State of Arizona.

15. Termination. This Agreement may be terminated by either party upon thirty days' written notice. [or specify other reasons for termination]. [Optional:] It is agreed Broker or Contractor may terminate this contract by direct oral notice (in person or by telephone) or by written notice (hand delivered or any other method that is actually received by the other party) to Contractor or Broker for any reason whatsoever, with or without cause. In event of termination for any reason, it is agreed Contractor shall be paid all commissions due within _____ working days after termination of this Agreement. Contractor acknowledges that Broker has made no promises as to the extent of work opportunities to be presented to Contractor and no promises as to longevity of this independent contractor agreement.

16. Controversies: In the event of disagreement or dispute between the parties to this Agreement or others, such disputes shall be handled as follows:

(A) Ethical Grievances: Ethical grievances with parties outside of Broker which cannot in the opinion of Broker be resolved by the parties in the method provided by the Broker Policy Manual, or as provided herein, shall be submitted to adjudication before the Board of REALTORS® unless initiated appropriately at another REALTOR organization elsewhere by the outside party, according to such organization's rules and regulations. Mandatory fee and claim arbitrations initiated by persons or organizations outside of the Broker may be resolved by Broker as provided below.

(B) Grievances Concerning this Contract or Otherwise: [Optional:] Grievances between Broker and Contractor concerning the enforcement of this Agreement and any other grievances not otherwise disposed of in this Agreement shall be exclusively arbitrated by the American Arbitration Association ("AAA") in the City of Phoenix, State of Arizona, before a single arbitrator, according to the AAA rules and regulations for commercial disputes except as modified in this paragraph. The aggrieved party shall commence the arbitration by engaging the AAA and each party shall pay their own requisite fees due it for commencement. The arbitrator shall award all arbitration costs against the non-prevailing party. [Optional:] No attorney's fees shall be awarded to the prevailing party in any such proceeding.

(C) Disputes Involving Contractors: In disputes involving salespersons or associate brokers licensed under Broker, Broker has the exclusive authority to adjudicate or settle professional, business, ethical, commission and administrative disputes between Broker or Contractor and others, or two or more Contractors or Broker arising out of real estate matters or otherwise in service to the Broker and Broker's decision shall be final. Broker may, at its own election and in lieu of making the decision itself, refer the matter to the REALTOR organization as provided above, or at Broker's election, it may refer the same to an arbitration as set forth above.

17. DISPUTES INVOLVING COMMISSIONS:

(A) Origin of Fees: All commissions or fees from professional real estate activity by any Contractor belongs to Broker and no Contractor has a lien upon or interest therein, except as provided herein.

(B) Contractor's Rights Regarding Fee Disputes Between Contractors: Broker has the exclusive right to settle differences regarding compensation between Broker and Contractors licensed with Broker and Broker's decision shall be final and binding. All compensation splits between Contractors must be in writing in the form supplied by Broker and must be approved by Broker. No Contractor shall have any cause of action against Broker or its principals or a fellow Contractor for any compensation or share of professional fees between Contractors which is not evidenced in writing either on the face of the listing, the face of the transaction or by separate signed document. The Contractor is responsible, if he or she is aware, to notify all principals to any real estate transaction in writing of any compensation paid from the transaction to any other real estate licensee, naming the other licensee, if the notice is not otherwise contained on the face of the transactional documents signed by the principals.

(C) Contractor's Rights Regarding Fee and Arbitrations with Persons or Entities Outside of Broker: In fee disputes or arbitration with persons outside of Broker, Broker shall have the final say in whether commission claims or defenses are pursued and the compromise of any disputes with outside licensees, customers, clients or others regarding the receipt of or payment of commissions.

18. Commissions: As to any commission as provided by this Agreement:

A. Collection: Broker will have no duty to collect any commissions due to Contractor, but in the event Broker so elects the legal costs for the same shall be split between the parties on the same basis as the commission split. Contractor may not take legal action for collection of commissions without the advance written consent of Broker and Broker shall be held harmless. In the event Broker elects to pursue a collection, Broker may in its sole discretion require Contractor to post an advance sum of money to defray collection costs. Commissions are payable only when received and then not later than _____ business days after receipt.

B. Unpaid Commissions: Upon severance: Commissions earned by concluded and binding deals to which there is no other binding act required but which are still unpaid at the time of the termination of this Agreement, shall be split when and if received as follows:

[Describe fee splits for other pending transactions]. In any event, if this Agreement is terminated by reason of any violation of its terms by Contractor, Broker may withhold and remove from such commissions such sum as will compensate it for any damages suffered by it by reason of the acts or omissions of Contractor or by reason of such termination, paying the balance, if any, over to Contractor.

C. Offset: Contractor agrees that Broker may offset sums due it from sums due Contractor and may charge Contractor directly for sums due at any time, which sums Contractor agrees to promptly pay.

D. Indemnity for Legal Claims: Contractor's due and unpaid commissions may be held to defray or applied against the indemnity Contractor has promised to broker for unsatisfied contingent or pending client or customer complaints, legal or ethical claims and any such withheld sums shall bear no interest.

19. Severability: If any part of this Agreement is declared by an arbitrator or a court to be invalid or unenforceable, the remainder shall be of full force and effect and liberally construed to effectuate the intent and purpose of this Agreement.

20. Assignment and Delegation: No interest of Contractor herein can be delegated, sub-contracted, sold or assigned. Contractor will assure that no person who is unlicensed in real estate assists Contractor in any way which would be deemed the rendering of "real estate activity" as described by law. Contractor hereby indemnifies Broker from any and all claims and liabilities or damages generated by Contractor's use of assistants or employees.

21. Modification. No part of this Agreement may be amended or rescinded except by writing signed by both parties.

22. Waiver of Breach. Any failure by Broker to insist upon strict adherence to any term(s) of this Agreement on any occasion shall not be considered a waiver or deprive Broker of the right thereafter to insist upon strict adherence to any term of this Agreement.

23. Binding Effect. This Agreement shall be binding and inure to the heirs, successors and assigns of the parties (although nothing herein will waive the earlier prohibition against assignment).

24. Office Policy and Guidelines. Broker has the right to promulgate office policies or administrative and business rules and regulations from time to time to properly effectuate its business. Such rules and regulations shall become a part of this Agreement and the terms of it shall be binding on Contractor within ____ hours of providing notice to Contractor.

25. Recovery of Expenses. The parties agree in the event of breach of this contract, the breaching party will pay the other party costs and reasonable attorney fees incurred because of the breach whether a lawsuit is instituted or not.

26. Addendum. The following Addenda are hereby incorporated into this Agreement:_____________________________________________________________________ _______________________________________________________________________________ ______________________________________________________________________________

Contractor :

Address City State ZIP

Home Phone #:  Work #:

Pager #:  Mobile Phone #:

Social Security #:  Date of Birth:

Broker: ABC Realty, Inc.

__________________________
Designated Broker
or other Authorized Person

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