Broker and Associate Agreement

This agreement is made between Mar Vista 21 Realty ("Broker") and Real Estate Sales Agents ("Associate"). In consideration of the covenants and representations contained in this Agreement, Broker and Associate agree as follows: 1. BROKER: Broker represents that Broker is duly licensed as a real estate broker by the State of California, doing business as Mar Vista 21 Realty. Broker shall keep Broker's license current during the term of this Agreement. 2. ASSOCIATE: Associate represents that (a) he/she is dully licensed by the State of California as a real estate salesperson, and (b) he/she has not used any other names within the past five years. Associate shall keep his/her license current during the term of this Agreement, including satisfying all applicable continuing education and provisional license requirements. 3. INDEPENDENT CONTRACTOR RELATIONSHIP: A. Broker and Associate intend that, to the maximum extent permissible by law: (i) This Agreement does not constitute an employment agreement by either party; (ii) Broker and Associate are independent contracting parties with respect to all services rendered under this Agreement; (iii) This Agreement shall not be construed as a partnership. B. Associate shall not be treated as an employee with respect to services performed as a real estate agent, for state and federal tax purposes. 4. LICENSE ACTIVITY: All listing of property, and all agreements, acts or actions for performance of licensed acts, which are taken or performed in connection with this Agreement, shall be taken and performed in the name of Broker. Associate agrees to and does hereby contribute all right and title to such listing to Broker for the benefit and use of Broker, Associate and other licensees associated with Broker. Broker shall make available to Associate, equally with other licensees associated with Broker, all current listings in Broker's office, except any listing which Broker may choose to place in the exclusive servicing of Associate or one or more other specific licensees associated with Broker. Associate shall provide and pay for all professional licenses, supplies, services, and other items required in connection with Associate's activities under this Agreement, or any listing or transaction, without reimbursement from Broker except as required by law. Associate shall work diligently and with his/her best efforts: (a) To sell, exchange, lease, or rent properties listed with Broker or other cooperating Brokers; (b) To solicit additional listings, clients, and customers; and (c) To otherwise promote the business of serving the public in real estate transactions to the end that Broker and Associate may derive the greatest benefit possible, in accordance with law. Associate shall not commit any unlawful act under federal, state or local law or regulation while conducting licensed activity. Associate shall at all times be familiar, and comply with all applicable federal, state and local laws, including, but not limited to, anti-discrimination laws and restrictions against the giving or accepting a fee, or other thing of value, for the referral of business to title companies, escrow companies, home inspection companies, pest control companies and other settlement service providers pursuant to the California Business and Professions Code and Real Estate Settlement Procedures Acts (RESPA). Broker shall make available for Associate's use, along with other licensees associated with Broker, the facilities of the real estate office operated by Broker. 5. PROPRIETARY INFORMATION FILES: (a) All files and documents pertaining to listings, leads and transactions are the property of Broker and shall be delivered to Broker by Associate immediately upon request or termination of their relationship under this Agreement. (b) Associate acknowledges that Broker's method of conducing business is a protected trade secret. (c) Associate shall not use to his/her own advantage, or the advantage of any other person, business, or entity, except as specifically agreed in writing, either during Associate's association with Broker, or thereafter, any information gained for or from the business, or files of Broker. 6. SUPERVISION: Associate, within 24 hours after preparing, signing, or receiving same, shall submit to Broker, or Broker's designated personnel: (a) All documents which may have a material effect upon the rights and duties of principals in a transaction, (b) Any documents or other items connected with a transaction pursuant to this Agreement in the possession of available to Associate and, (c) All documents associated with any real estate transaction in which Associate is a principal. 7. TRUST FUNDS: All trust funds shall be handled in compliance with the Business and Professions Code, and other applicable laws. 8. COMPENSATION: A. TO BROKER: Compensation shall be charged to parties who enter into listing or other agreements for services requiring a real estate broker license as shown below. The following fee schedule shall be applied to the sales price up to $999,999.00 (Nine hundred ninety-nine thousand nine hundred ninety-nine dollars). Monthly Management Fee: $25/each month Broker Fee (One Side): $750/each transaction Broker Fee (Double Sides) : $1,400/each transaction Broker's Fee Schedule for the sales price of 1 million or more will be applied to the following fee schedule; Monthly Management Fee: $25/each month Broker Fee (One Side): 10% each transaction Broker Fee (Double Sides): 15% each transaction Any change in commission schedule shall be disseminated by Broker to Associate. B. PARTNERS, TEAMS, AND AGREEMENTS WITH OTHER ASSOCIATE IN OFFICE: If Associate and one or more other Associate affiliated with Broker participate on the same side (either listing or selling) of a transaction, the commission allocated to their combined activities shall be divided by Broker and paid to them according to their written agreement. Broker shall have the right to withhold total compensation if there is a dispute between associates, or if there is no written agreement, or if no written agreement has been provided to Broker. C. EXPENSE AND OFFSETS: If Broker elects to advance funds to pay expenses or liabilities of Associate, or for an advance payment of, or draw upon, future compensation, Broker may deduct the full amount advanced from compensation payable to Associate on any transaction without notice. If Associate's compensation is subject to a lien, garnishment or other restriction on payment, Broker shall charge Associate a fee for complying with such restriction. E. PAYMENT: (1) all compensation collected by Broker and due to Associate shall be paid to Associate, after deduction of expenses and offsets, immediately or as soon thereafter as practicable, except as otherwise provided in this Agreement, or a separate written agreement between Broker and Associate. (2) Compensation shall not be paid to Associate until both the transaction and its file are complete. (3) Broker is under no obligation to pursue collection of compensation from any person or entity responsible for payment. Associate does not have the independent right to pursue collection of compensation for activities which require a real estate license which were done in the name of Broker. (4) Expenses which are incurred in the attempt to collect compensation shall be paid by Broker and Associate in the same proportion as set forth the division of compensation (paragraph 8). (5) If there is a known or pending claim against Broker or Associate on transaction for which Associate has not yet been paid, Broker may withhold from compensation due Associate on that transaction amounts for which Associate could be responsible under paragraph 11. until such claim is resolved. (6) Associate shall not be entitled to any advance payment from Broker upon future compensation. F. UPON OR AFTER TERMINATION: If this Agreement is terminated while Associate has listing or pending transaction that require further work normally rendered by Associate, Broker shall make arrangement with another associate to perform the required work, or Broker shall perform the work him/herself. The licensee performing the work shall be reasonably compensated for completing work on those listing or transactions, and such reasonable compensation shall be deducted from Associate's share of compensation. Except for such offset, Associate shall receive the compensation due as specified above. G. DELAY IN PAYING A COMMISSION: Your commission payment will get delayed if the following cases occur during escrow or after close of escrow; (a) we receive a letter regarding a lawsuit from a lawyer, or (b) we receive a law suite summon from a local court, or (c) we file a law suites against another party(s) involved with your transaction, or (d) we receive a notice regarding a claim from Department of Real Estate, or (e) we receive a license suspension notice from Department of Real Estate, or (f) we receive a notice from any government agencies such as the child support agency, IRS and State Franchise office, or (g) we receive any claim letters or notice from any party involved with your transaction, 9. TERMINATION OF RELATIONSHIP: Broker or Associate may terminate their relationship under this Agreement at any time, with or without cause. After termination, Associate shall not solicit (a) prospective or existing clients or customers based upon company-generated leads obtained during the time Associate was affiliated with Broker, or (b) any principal with existing contractual obligations to Broker, or (c) any principal with a contractual transactional obligation for which Broker is entitled to be compensated. Even after termination, this Agreement shall govern all disputes and claims between Broker and Associate connected with their relationship under this Agreement, including obligations and liabilities arising from existing and completed listings, transactions, and services. 10. DISPUTE RESOLUTION: A. Mediation: Mediation is recommended as a method of resolving disputes arising out of this Agreement between Broker and Associate. B. Arbitration: All disputes or claims between Associate and other licensee(s) associated with Broker, or between Associate and Broker, arising from or connected in any way with this Agreement, which cannot be adjusted between the parties involved, shall be submitted to the Association of REALTORS of which all such disputing parties are members of arbitration pursuant to the provisions of its Bylaws, as may be amended from time to time, which are incorporated as a part of this Agreement by reference. If the Bylaws of the Association do not cover arbitration of the dispute, or if the Association declines jurisdiction over the dispute, then arbitration shall be pursuant to the rules of California law. The Federal Arbitration Act, Title 9, U.S. Code, Section 1, et seq., shall govern this Agreement. 11. INDEMNITY AND HOLD HARMLESS: Associate agrees to indemnify, defend and hold Broker harmless from all claims, disputes, litigation, judgments, awards, costs and attorney's fees, arising from any action taken or omitted by Associate, or others working through, or on behalf of Associate in connection with services rendered. Any such claims or costs payable pursuant to this Agreement, are due as follows; (i) Paid in full by Associate, who hereby agrees to indemnify and hold harmless Broker for all such sum. (ii) Associate shall pay Error and Omission Insurance fee specified in this agreement. 12. ATTORNEY FEE: In any action, proceeding, or arbitration between Broker and Associate arising from or related to this Agreement, the prevailing Broker or Associate shall be entitled to reasonable attorney fees and costs. 13. ENTIRE AGREEMENT; MODIFICATION: All prior agreement between the parties concerning their relationship as Broker and Associate are incorporated in this Agreement, which constitutes the entire contract. Its terms are intended by the parties as a final and complete expression of their agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. This agreement may not be amended, modified, altered, or changed except by a future agreement in writing executed by Broker and Associate. ___________________________________  ______________________ Associate                                                         Date ___________________________________  ______________________ Broker                                                             Date Amended as of 3/1/06