Join Mainframe Referrals

Independent Contractor Agreement

(the “Agreement”) For Mainframe Referrals LLC. Last Revised October 1, 2023

This Agreement between Mainframe Referrals, LLC, a Florida limited liability company, whose mailing address is 811 N. Orange Ave., Orlando, FL 32801 (the “Broker” or “we” or “us”) and the undersigned  Florida real estate licensee, (“you” or “Associate”). The Agreement becomes effective as of the date that this Agreement is electronically signed by you and when you submit payment for the fees described below. Broker is deemed to have signed and accepted this Agreement, unless you are unqualified to act as an Associate for Broker or fail to fulfill the obligations of this Agreement. 

BACKGROUND

Broker is licensed as a real estate Broker in the State of Florida and performs acts designated within Chapter 475, Florida Statutes. Associate is a licensed real estate sales associate in the State of Florida and performs the acts designated within Chapter 475, Florida Statutes. Associate desires to engage in the business of procuring and furnishing buyers and sellers of real estate to licensed brokers and real estate sales associates actively engaged in the business of listing and selling real estate. Associate wishes the benefit of an affiliation with Broker in connection with the conduct by Associate of its referral business.

TERMS

In consideration of the mutual covenants and promises of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged,  we hereby engage you as an independent contractor to perform the services set forth herein, and upon signing this electronic contract, you accept such engagement and affiliation  subject to and pursuant to the following terms and conditions: 

1. Purpose. You agree to affiliate with us for the limited purpose of permitting you to refer prospective sellers, buyers, lessors, and lessees of residential and/or commercial real estate to another real estate brokerage (“Referral Agent”).

2. Restriction on Other Activity. You agree that, as a material inducement and condition precedent for Broker to enter into this Agreement, you will not list any real estate for sale, exchange, lease or rental nor represent prospective sellers in the sale of their real estate or represent prospective buyers in the purchase of real estate or represent a tenant or landlord in the leasing  real estate. You will not advertise, negotiate, or engage in any activities requiring a real estate sales associate’s or broker’s license under Chapter 475, Florida Statutes. You hereby additionally acknowledge that Broker is not a member of any Board of Realtors or multiple listing services.

3. Associate Fee Payments. Under this Agreement, you must pay a monthly fee of Twenty-Nine and 00/100 Dollars ($29.00) automatically through recurring credit card payments to us (“Associate Fee Payment”). The first Associate Fee Payment shall be due upon the submission of your credit card information and your acceptance of this electronic contract. All Associate Fee Payments following the first Associate Fee Payment shall be due on the same day of each calendar month thereafter (“Fee Due Date”), until termination of this Agreement pursuant to the terms hereof. In addition to the Associate Fee Payment, you will also pay a one-time non-refundable set up fee payment of One Hundred and 00/100 Dollars ($100.00) at the time of full execution of this Agreement, unless waived as a promotional discount. Payments are non-refundable regardless of the reason. We may increase or decrease the Associate Fee Payment at any time within our sole discretion.  Notwithstanding the foregoing, we will provide you with three months’ written email notice prior to any increase in the Associate Fee Payment. If following our notice of increase of the Associate Fee Payment, you fail to terminate this Agreement, you will be deemed to have accepted the increase.

4. Referral Commission Splits. All gross referral commissions shall be split:
   1. For commissions in which Referral Agent is a licensee of Mainframe Real Estate, the commission will be split 95% to you and 5% to us. By way of example only, if you are paid a $1,000 gross referral fee from Referring Agent, you will be due $950 and we will be due $50. 
   2. For commissions in which Referral Agent is not a licensee of Mainframe Real Estate, the commission will be split 90% to you and 10% to us. By way of example only, if you are paid a $1,000 gross referral fee from Referring Agent, you will be due $900 and we will be due $100. 
5. Policies and Procedures Manual. You agree to refer all prospective clients, customers, buyers and sellers of which you become aware to us in accordance with the procedures prescribed by us in the Policies and Procedures Manual (the “Manual”). The Manual dictates the process for submitting a new referral, when a Mainframe Real Estate agent must be used, and how we will assist you in finding a Referral Agent at another brokerage. You will be provided a copy of the Manual upon your acceptance of this electronic contract and hereby agree to be bound by the terms and conditions of the Manual. We specifically reserve the right to adopt new procedures and amend any existing procedures that appear in the Manual from time to time without prior notice to you during the term of the Agreement. You acknowledge and agree you will not be compensated for the referral of any prospective seller or buyer if we determine, in our sole discretion, that such seller or buyer had been previously referred to us by another referral associate or any other source. In the event such determination is made, we will promptly notify you of the same.
6. Permitted Other Activities. Notwithstanding any term contained herein to the contrary, you are permitted to sell or purchase real property for your own account provided that you receive no real estate brokerage commission or fee in connection with such transaction unless such commission or fee is the result of your referral to us pursuant to this Agreement, and provided further that you must in any sale or purchase notify the party to such transaction that you are licensed as a real estate salesperson.
7. No Liability. You further agree not to create or impose any liability, actual or otherwise, upon us or any of our related entities, or persons employed by us or affiliated with us.
8. Representations. You hereby represent that you are duly licensed as a real estate broker or salesperson under the laws of the State in which Broker is located. You shall transfer such real estate license to us for the term of this Agreement. During the term of this Agreement, you will, at your own expense, maintain in good standing such real estate license. You agree to comply in all respects with all applicable laws, rules and regulations related to your real estate referral activities, including without limitation, the real estate licensing laws in the state in which Broker operates, and to conduct your real estate referral activity in accordance with this Agreement and our policies pursuant to the Manual. You further agree to conform to and abide by all Codes of Ethics that are binding on or applicable to real estate brokers and salespersons operating in the state in which Broker is located. You acknowledge and agree that you are acting solely as a referral associate of Broker and not as an active real estate broker or salesperson with any other firm, whether or not related to us. We agree to maintain a system of personnel materials sufficient for processing your referrals of prospective buyers and sellers in accordance with the Manual.
9. Time and Method of Payment of Referral Fees. Your compensation hereunder shall be limited to commissions earned with respect to referrals made by you to us. No commission shall be deemed to be earned until such time as the transaction representative of your referral has closed and a real estate commission or fee for such referral is received by us. The minimum and maximum amount of the referral fee to be paid for each referral you refer will be established by us and set forth in the Manual. We reserve the right, in our sole discretion, to unilaterally change the amount of the minimum and maximum referral fee from time to time during the term of this Agreement, provided that the amount of the referral fee in effect at the time of the closing of a particular real estate transaction will be utilized in computing the your referral fee. You will not be treated as an employee for Federal tax purposes with respect to the services provided pursuant to this Agreement. You will be paid the gross amount of referral fees due, without withholding the Federal, State or local income taxes unless Broker is required by applicable law to withhold. We will not be responsible for the payment of any FICA, F.U. T.A., or other similar charges with respect to Associate, and you hereby agree to pay self-employment and other taxes, including income taxes and estimates thereof, as required by the Internal Revenue Code of 1954, as amended, and the laws, rules and regulations of any governmental entity having jurisdiction over you. Referral fees determined and computed as set forth above, shall be the sole compensation payable by us to you hereunder. You will not receive any draw or advance against future referral fees nor will you be paid any salary or wage or be reimbursed any expenses incurred in the performance of your services hereunder. Payment of referral fees from us to you will take place as soon as practicable after receipt of the referral fee by us from the active broker.
10. Disputes. If any dispute should arise between you and any agent affiliated with us or Mainframe Real Estate, you must notify us immediately. We shall settle all such disputes in our sole discretion. Additionally, we, in our sole discretion, shall determine (i) whether or not a claim is to be made or a lawsuit filed against an active broker of another company for referral fees, and (ii) the time, manner and in whose name any such claim or lawsuit is to be filed, negotiated, maintained, settled or comprised and (iii) terms and conditions of settlement or compromise and of any such claim or lawsuit. Costs and expenses, including attorney’s fees, incurred by us in connection with any claim or lawsuit to receive referral fees, whether a successful result is achieved or not, shall be paid when due by Broker and Associate in the same proportion as the referral fee being sought would have been divided between Broker and the Associate absent the dispute. Likewise, the net proceeds of any judgment recovered or of any negotiated settlement of a claim or lawsuit shall, when collected, be divided between Broker and Associate in such proportion. Any disputes arising from or related to this Agreement between you and us will be resolved by binding arbitration. You acknowledge and agree that you are hereby waiving any rights to trial by jury, judge, or any judicial tribunal in any action, proceeding or counterclaim brought by either of the parties hereto against the other in connection with any matter whatsoever arising out of or related to this Agreement.
11. Independent Contractor Relationship. You will determine your own hours of work. You are not required to work any number of hours per week. You will pay any and all expenses incurred in connection with the referral of any prospective buyer or seller to us including, without limitation, expenses of transportation, gasoline, automobile, telephone, business cards and entertainment. We will not be obligated to furnish or make available to you any office or other facilities or clerical services of Broker. Any such office or other facilities or clerical services required or deemed desirable to you will be your sole responsibility. We will not be liable to you for any expenses incurred by you for any your acts, nor will you be liable to Broker for any of its expenses in discharging its obligations hereunder. You have no authority to bind Broker by any act, promise or representation. You will at all times during the term of this Agreement be deemed to be an Independent Contractor, and not a servant, employee, partner or joint venture of Broker.
12. Confidentiality and Non-Disclosure. You will not, after termination of this Agreement, use to your own advantage, or the advantage of any other person or corporation, any information gained for or from the files or business of Broker. Upon termination, you hereby agree not to disclose nor furnish any person or entity any information concerning our clients, customers, properties, prices, policies or relationships nor remove any item belonging to or associated with us as the same are solely our property. You further agree that for a period of six (6) months after termination of this Agreement and affiliation, you will not directly or indirectly solicit or otherwise attempt in any manner to induce any referral associate of Broker to terminate his or her affiliation with Broker.
13. Indemnity and Attorney’s Fees. You hereby  agree to indemnify and hold us harmless from any claims, demands or judgments, including legal fees and costs incurred in investigating and defending such claims, demands or judgments arising out of this Agreement and your services as an Independent Contractor.  In the event of a breach hereunder, the prevailing party in any action commenced to enforce this Agreement shall be awarded its reasonable attorney’s fees and court costs, including any such fees and costs of any appeals.
14. Termination. This Agreement and the affiliation created hereby may be immediately terminated by either party at any time upon written notice given to the other party. If this Agreement is terminated by either party hereto, you are not entitled to any prorated refunds of Associate Fee Payments. In the event of such termination, the rights of the parties to any referral fees, which accrued prior to the date of the termination, shall not be affected by reason of such termination, except that the Associate Fee Payments shall be reduced from Associate’s net commission from the time of termination until the time of the closing and commission payment to Associate. Notwithstanding the foregoing, in order to effectively terminate this Agreement, you must follow all requirements and instructions of the Manual.

15. Non-Transferability. This Agreement is personal to you and neither the Agreement nor any of the rights or duties hereunder may be transferred, assigned, mortgaged or otherwise encumbered by Associate, by operation of law or otherwise.
16. Entire Agreement. This Agreement, together with the Manual as defined herein, represents the entire Agreement between Broker and Associate. This Agreement may not be changed orally, but only in writing and executed by both parties hereto. This Agreement shall be governed by and construed in accordance with the laws of the State in which Broker is located. This Agreement will incorporate no additional terms other than those found in the Manual which are incorporated in this Agreement by this reference, and which will prevail over any conflicting terms of this Agreement.
17. Voluntary and Knowing Execution.  Each party represents that he/she/it has read this entire Agreement and understands each and every term hereof.  The parties further acknowledge that each party has had the opportunity to consult legal counsel in connection with entering into this Agreement and respective counsel for each party has explained the meaning and significance of each provision of this Agreement.  This Agreement is executed freely and voluntarily with full knowledge and understanding of its terms.
18. Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit and/or detriment of the parties and their respective heirs, beneficiaries, guardians, administrators, trustees, executors and executrixes, agents, principals, representatives, successors, and assigns.
19. Miscellaneous.  This Agreement may be executed by electronic means or by facsimile, and electronic or facsimile copies of this Agreement shall be treated as originals for all purposes.  This Agreement, although executed by electronic means, is a fully enforceable contract pursuant to Ch. 668, Florida Statutes and the Uniform Electronic Transactions Act. The headings and captions contained herein are for convenience only and may not be considered in interpreting the meaning or intent of any provision hereof.  The singular as used herein includes the plural, the plural as used herein includes the singular, and the use of pronouns and gender shall apply to all genders.  If any provision of this Agreement shall be adjudicated by any Court to be invalid or unenforceable, the remainder of the provisions, covenants, terms and conditions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the affected provision(s) a valid and enforceable provision as similar as possible to the affected provision(s).