ASSISTANT.REALESTATE
Terms and Conditions
BACKGROUND
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The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
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The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"): Transaction Coordination - document management and facilitation of signature to meet a broker compliant real estate transaction file.
2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
TERM OF AGREEMENT
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
PERFORMANCE
4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. CURRENCY
5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
COMPENSATION
6. The Contractor will charge the Client a flat fee of $575.00 for the Services (the "Compensation").
7. A non-refundable retainer of $275 (the "Retainer") will be payable by the Client at time of initiation.
8. For the remaining amount, the Client will be invoiced as follows: • $300 balance due within 7 days of Close of Escrow.
9. Invoices submitted by the Contractor to the Client are due upon close of escrow as a courtesy, or at the termination or completion of services, whichever comes first.
REIMBURSEMENT OF EXPENSES
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The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
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All expenses must be pre-approved by the Client.
PENALTIES FOR LATE PAYMENT
12. Any late payments will trigger a fee of 20.00% per month on the amount still owing.
TRADE SECRETS
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Trade secrets (the "Trade Secrets") include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Contractor, which are secret and proprietary to the Contractor, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Contractor.
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The Client agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Client has obtained, except as authorized by the Contractor or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
OWNERSHIP OF INTELLECTUAL PROPERTY
15. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
16. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
RETURN OF PROPERTY
17. Upon the expiry or termination of this Agreement, the Contractor will first provide formal written notice, make necessary changes to remove Assistant.RealEstate systems attachment, return to the Client any property, documentation, records, or confidential information which is the property of the Client. Contractor digital files will only be maintained if deemed necessary for the purpose of archiving work history. Client is responsible for maintaining an individual file for their use.
CAPACITY/INDEPENDENT CONTRACTOR
18. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. (Similar to all services in a real estate transaction such as inspections, HOA documents, staging, etc., payment is not contingent upon escrow closing, such a contingency could be a perceived RESPA violation.) The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
NOTICE
19. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
a. As outlined in engagement initiation, unless otherwise corrected.
b. Assistant.RealEstate, PO Box 20, Millbrae, CA 94030
or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
INDEMNIFICATION
20. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
ADDITIONAL CLAUSE
21. Assistant.RealEstate provides Transaction Coordinator services in the capacity of an unlicensed assistant. The services will be done in an effort to the follow the regulatory standards of the State, Broker, and hiring Agent as well as the personalized direction of the hiring Agent; however, the Broker and Agent hold final due diligence in their respective fiduciary capacities, and therefore, remains under the Broker and Agent Errors and Omissions insurance coverage.
22. The Contractor can terminate the agreement at anytime and be due immediate full payment for any unfinished work should the Client conduct, or ask the contractor, to conduct business that is an ethics violation or outside of the terms and conditions. The Client can terminate the agreement at anytime with written notice, with payment due in full.
MODIFICATION OF AGREEMENT
23. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
TIME OF THE ESSENCE
24. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
25. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
26. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
27. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
TITLES/HEADINGS
28. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
29. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the personal pronouns and vice versa.
GOVERNING LAW
30. This Agreement will be governed by and construed in accordance with the laws of the State of California.
SEVERABILITY
31. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
32. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
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