Business Center Trade Name: Alamo Top Realty, LLC.
Business Center Address: 7530 Bandera Rd. Ste. 110 San Antonio, TX 78238
This Agreement is entered into on the date shown above between the Associate and
Licensee identified above. Subject to the terms and conditions of this Agreement, Licensee
engages Associate as an independent contractor to assist clients with the purchase and sale of real estate. Associate accepts the engagement and agrees to provide the services of a real estate associate (salesperson) to clients in the manner and subject to the conditions this Agreement provides.
2. General Terms of Engagement
A. Associate understands that he or she is entering into this Agreement as an
independent contractor and not as an employee. Licensee will have no responsibility to withhold or pay any income or other taxes on Associate's compensation or to provide any insurance, retirement or other employee benefits to Associate. Associate's independent contractor status will define the parties' relationship despite any contrary designation that appears on Associate's real estate license, website, signs, business cards or other marketing or promotional materials.
B. Associate will be free to determine his or her own business hours and to
choose his or her own target clients, marketing techniques and sales methods. However,
Associate agrees to conduct business in compliance with the standards of conduct prescribed
by Alamo Top Realty, LLC.; the standards of conduct prescribed by Licensee; with local, state
and federal laws that govern real estate brokerage; and with the By-Laws and Codes of Ethics
of each trade or professional organization of which associate, or Licensee is a member. Without
limiting the generality of these commitments, Associate agrees:
(1) to comply with all laws and all Alamo Top Realty and Business Center policies
and guidelines, including but not limited to the Alamo Top Realty, LLC. Policies and
Guidelines Manual, that apply to the dissemination of unsolicited e-mail ("spam") and faxes
and to the use of telephone calls to market Associate's services or to solicit listings or
Realty, LLC publishes and prescribes from time to time for the http://www.alamotoprealty.com
website, the Business Center Intranet and any other websites owned and operated by
Alamo Top Realty. Alamo Top Realty may, in its unfettered discretion alter, vary, change
from time to time.;
(3) to adhere to and comply with Alamo Top Realty’s guidelines and
restrictions that apply (i) to the registration, ownership and use of domain names for
websites that display the Alamo Top Realty trademarks or logo, (ii) to the display and use
of the Alamo Top Realty name, trademarks and logo on the Internet, and (iii) to the use of
meta-tags and other devices that attract Internet search engines to such websites; and
(4) to adhere to and comply with all other Alamo Top Realty and Business
Center policies and guidelines, including but not limited to those set forth in the Alamo
Top Realty Policies and Guidelines Manual.
C. Associate acknowledges that he or she has read and is familiar with the
Alamo Top Realty Policies and Guidelines Manual. Associate also acknowledges that he
or she has access to the Alamo Top Realty Policies and Guidelines Manual through the
BackOffice system online system provided upon signing this agreement or requesting from broker
and may access and read it at any time.
D. During the entire time that Associate remains with the Business Center,
Associate agrees to list all real estate listings that Associate obtains and to handle all real
estate transactions in which Associate engages in the name of ALAMO TOP REALTY.
E. Associate agrees not to do anything by action, conduct, statement or
association that might damage the goodwill associated with the Alamo Top Realty name,
trademarks or reputation or cause the public to lose confidence in the Alamo Top Realty
Associate will have no authority to incur obligations on Licensee's behalf
and promises (1) not to sign any contract, agreement, lease or note in the name of Licensee,
(2) not to open or maintain any bank account or investment account in the name of
Licensee, and (3) not to endorse for collection or deposit in associate's personal account
any check, money order or other negotiable instrument made payable to Licensee.
3. Compensation and Expense Allocation
A. For so long as Associate's association with the Business Center continues,
all income earned from Associate's real estate sales activities will be accounted for and
disbursed through the Business Center in accordance with the Alamo Top Realty Policies
and Guidelines Manual.
B. Licensee will share the commissions earned on real estate transactions in
which Associate represents a client as buyer or seller in accordance with the commission
splitting policies that Licensee offers generally to licensed sales associates. Licensee's current commission splitting policies are described in Schedule I to this Agreement. Associate acknowledges that Licensee retains sole discretion to change these policies. Associate's compensation will be payable only from closed transactions, and Associate may not draw or borrow against any compensation payment.
C. Associate will be solely responsible for paying the cost of his or her own (1)
real estate license fees and occupational taxes, (2) insurance, including Associate's portion of
errors and omission liability insurance ("E&O Insurance") deductibles and auto insurance,
(3) transportation, (4) business cards, yard signs, brochures and other marketing materials,
(5) entertainment costs, club dues and other expenses incident to the conduct of his/her
services as an Associate, (6) Internet website development and maintenance.
D. Associate agrees that if Associate does not pay fees in full when due,
Licensee may deduct any unpaid amount from Associate's commissions.
4. Limited Trademark License
For as long as Associate's association with the Business Center continues, Associate has
permission to use the ALAMO TOP REALTY name and logo on his or her yard signs, business
cards, letterhead and other business forms and marketing or promotional materials, subject to
Alamo Top Realty’s advance approval of the artwork and text. Licensee will arrange for Associate to have a listing on the http://www.alamotoprealty.com
website, but, without express permission from Alamo Top Realty and compliance with any policies and procedures that Alamo Top Realty imposes, Associate may not use the Alamo Top Realty name in the domain name, URL or metatags of, any website with which Associate is associated or in any Internet advertisement that Associate places. When Associate's association with the Business Center terminates, his or her permission to use the Alamo Top Realty name and logo will unconditionally cease, and Associate must immediately destroy all business forms that reflect Associate's affiliation with the Alamo Top Realty organization and must comply with Alamo Top Realty's guidelines and procedures regarding website abandonment or revisions. If, with or without Alamo Top Realty's permission, Associate has used any variation of the Alamo Top Realty name or initials in a domain name or social media account, Associate will immediately transfer registration of the domain name to Alamo Top Realty without compensation.
5. E&O Liability Insurance; Indemnification
A. Associate agrees to pay for E&O Insurance deductibles covering errors and
omissions incident to the professional services a real estate sales associate customarily
provides in accordance with Licensee's guidelines and the Alamo Top Realty Policy and
B. For purposes of Sections 5.C and 5.D, "Liability" means all liability, claims,
damages, losses, costs and expenses that a party sustains or incurs as a result of or in connection with a particular incident or situation related to Associate's actions (or lack
thereof) as a licensed real estate associate (salesperson).
C. Associate agrees to indemnify and hold Licensee and Alamo Top Realty
harmless from and against all Liability that Licensee or Alamo Top Realty incurs or suffers
on account of associate's intentional disregard or breach of any law, regulation or standard
of conduct that applies to Associate's actions or activities as a licensed real estate sales
D. For risks not customarily covered by E&O insurance and for Liability
arising from Associate's negligent (unintentional) disregard or breach of any law,
regulation or standard of conduct that applies to Associate's actions or activities as a
licensed real estate sales associate, Associate agrees to indemnify and hold Licensee and
Alamo Top Realty harmless from and against that percentage of any Liability that equals
the percentage of commissions payable to Associate on the date the incident or omission
that gave rise to the Liability occurred.
6. Restrictive Covenants and Confidential Information
A. Licensee recognizes and agrees that all customer names and profiles that
Associate possesses at the relationship's inception or personally develops during the time
Associate is associated with the Business Center (collectively, "Associate's Data")
constitute valuable business assets of Associate that are entitled to protection as
confidential information. Licensee promises that it will not, during the time of associate's
association with the Business Center or at any later time, attempt to obtain or exploit
Associate's Data and will not attempt to stop Associate from taking his or her Associate's
Data when his or her relationship with the Business Center ends.
B. Associate recognizes that Licensee and other Business Center Associates have
spent substantial time, effort, and money to develop the Business Center's customer base and
Associate team. Except for Associate's Data, which is not covered by this Section 6.B, the
names and profiles of customers who have bought or sold real estate through the Business
Center and of Associates who are associated with the Business Center constitute valuable
business assets of Licensee or other Associates that are entitled to protection as confidential
information. Associate promises that he or she will not, during the time of Associate's
association with the Business Center or at any later time, divulge, sell, exchange or distribute
to any person except Licensee, other Associates associated with the Business Center or, with
Licensee's permission, other members of the Alamo Top Realty system the identities or
profiles of any person who has bought or sold real estate through the Business Center or of
any Associate that Licensee has recruited to the Business Center. Further, Associate promises
not to contact any such customer or Associate or to use any such profiles except in connection
with the business of the Business Center.
7. Term and Termination
A. Associate's association with the Business Center will continue for an indefinite
period. Either Associate or Licensee may terminate Associate's association with the
Business Center at any time, with or without cause or prior notice.
B. Termination of Associate's association with the Business Center will not terminate any of the continuing rights or obligations of either Associate or Licensee under this Agreement, particularly the covenants in Sections 5 and 6.
C. If Associate's association with the Business Center terminates for any reason,
Licensee will release and allow Associate to take all solo listings and buyer agency
contracts that Associate was responsible for obtaining. If Associate shares listings or
agency contracts with other Associates in the Business Center, the listings or agency
contracts will remain with the Business Center, but Associate will receive his or her
full share of the related commission when a sale of the property closes.
D. If Associate's association with the Business Center terminates, Licensee will continue
to pay Associate's commissions on closed transactions in accordance with the
commission splitting policies that applied on the date of Associate's termination.
E. If Associate owes Licensee any Participation Fees or other amounts at the time
Associate's association with the Business Center terminates, or if any amounts
become due after termination, Associate authorizes Licensee to deduct the amount
due from any commissions or other amounts due to Associate until Associate's
account with Licensee has been fully paid.
A. Associate represents to Licensee that:
(1) Associate is duly licensed as a real estate broker or salesperson (a "Real
Estate Professional") in the state in which the Business Center is located and that Associate
is currently authorized to act as a Real Estate Professional in that state.
(2) is not now, and has not been within the last five years, a defendant in any
lawsuit alleging professional misconduct or violation of any deceptive trade
practices/consumer protection law, nor is Associate currently subject to an investigation
by a real estate commission or comparable oversight body.
(3) Associate expressly represents and warrants that Associate is free to
associate with the Business Center and that Associate is not bound by a promise or
commitment to any other real estate company, agency, association, firm, person or
corporation that prohibits or prevents Associate from associating with the Alamo Top
(4) No representative of Licensee or Alamo Top Realty has represented that
Associate can earn a living selling real estate, whether working part-time or full-time.
Associate recognizes that the predominant method of earning income in the Alamo Top
Realty system is through the sale of real estate, and that any recruiting-based income an
Associate may earn is purely supplemental.
B. Licensee represents to the Associate that Licensee or Licensee's Operating
Principal is duly licensed as a real estate broker in the state in which the Business Center
9. Miscellaneous Provisions
A. If any provision of this Agreement is found to be void or unenforceable by
any court or arbitration panel, the finding will have no effect on any other provision of this
Agreement, and all other provisions will remain in full force and effect.
B. This Agreement, including Schedule 1 and any policies and guidelines that
Alamo Top Realty and/or the Business Center issues (including but not limited to the
Alamo Top Realty Policies and Guidelines Manual), constitutes the entire agreement and
understanding between the parties and supersedes any prior agreement or understanding
relating to the subject matter of this Agreement. No change, amendment or waiver of any
provision of this.
STATEMENT OF COMMISSION SPLITTING POLICIES
$300 Flat Fee of Gross Commission Earned (GCI) per transaction side paid to Alamo Top
70%/30% Agent Commission split for first 5 transactions with the Business Center for
recently licensed Associates or Associates with less than 5 previously closed transactions.
Minimum of 3% agency commission required for the transaction to be counted toward the
agents first 5 transactions. Rentals and reduced commission transactions do not apply as a first 5 transaction. Leads/Referrals sourced from Alamo Top Realty broker/staff do not apply. After
first 5 transactions, Associate will convert to the $300 of GCI per transaction plan. **Associates
on this split are required to complete all 4 Modules of SABOR MLS Classes and zipForm
Class within 90 days of sponsorship**
70%/30% Referral Commission split plus $300 transaction fee for in-house referrals from
brokerage (unless on the first 5 transaction agreement for newly licensed agents see above) for
Broker/staff sourced lead closed referrals
$50 of GCI per lease/rental transaction paid to Alamo Top Realty
Commercial Transactions: 90%/10% Commission split of GCI for any commercial
transaction. Capped at $16,000.
Out-of-Office Referral Sourced Income that is Processed Through Business Center: $25
transaction processing fee paid to Alamo Top Realty for referral check income processed and
disbursed to Associate
These Fees are subject to change. Notice will be sent prior to any changes affecting these fees.