Independent Agent Agreement

This Independent Agent Agreement (the "Agreement") is made on the date that YOU accept this Agreement between PROPERTY BENEFIT Inc., an Alaska corporation, and YOU, the independent real estate professional (the "Agent").

1. Engagement. Agent agrees to pay Property Benefit an annual fee to access PROPERTY BENEFIT's online portal to provide the Services (defined in Paragraph 5) to PROPERTY BENEFIT's subscribers in Agent's Area (defined in Paragraph 4). The annual fee will be based on the value of zip code(s) that Agent would like to be included in Agent's Area, as determined by PROPERTY BENEFIT in its sole discretion.
2. Term. Agent's Engagement will commence on the date that both parties sign this agreement and Agent submits payment to Property Benefit, and, unless terminated, will expire one year from the commencement date (the “Term”).
3. Payment of Fees. Agent will submit their annual payments to PROPERTY BENEFIT through PROPERTY BENEFIT's online portal, which can be found by following this link.
4. Agent's Area. “Agent's Area” means the zip code(s) in which Agent will be listed as providing the Services. Agent will select the zip code(s) that Agent would like to include in Agent's Area when Agent creates their Property Benefit profile.
5. Agent's Services. During the Term, Agent will devote their attention, energies and best efforts to provide the following services in Agent's Area (the “Services”):
1. A. Sell and promote Property Benefit's services within Agent's Area; and
2. B. Provide the real estate services that are requested from time to time from Property Benefit's users.
6. Agent's Duties and Obligations. During the Term, Agent will provide the Services in the following manner:
1. A. Agent specifically agrees to decline or refuse to handle services that are competitive with Property Benefit;
2. B. Agent will not directly contact Property Benefit's users outside of their developed PROPERTY BENEFIT network;
3. C. Agent will keep their contact information and account information current and up-to-date through Property Benefit's online portal;
4. D. Agent will exercise independent business judgment concerning the time, place, and manner of providing the Services in Agents Area;
5. E. Agent will conduct his business in Agent's own name and be solely responsible for all incidental expenses associated with the Services, without expense reimbursement or allowance from Property Benefit, including, without limitation, expenses related to: advertising, telephone, travel and entertainment cost;
6. F. Agent will perform all necessary paperwork in a timely manner related to providing the Services in Agent's Area; and
7. G. Agent will maintain and improve Property Benefit's goodwill and reputation.
7. Agent Qualifications. Agent represents and warrants that they have the required qualifications and licenses to provide real estate services in Agent's Area.
8. Sales Materials. Property Benefit may provide Agent with certain manuals, price lists, and other articles and supplies (collectively "Sales Materials"). All Sales Materials will, at all times, remain Property Benefit's property. Immediately upon termination of this Agreement in accordance with Paragraph 12 below, but in no event more than fifteen (15) days after said termination, Agent will return to Property Benefit, all Sales Materials as well as all other materials furnished to or acquired by Agent as a result of Agent's Engagement.
9. Confidential Information. For purposes of this Agreement "Confidential Information" means that proprietary information that Property Benefit owns, controls or to which it has exclusive access, as to the techniques, formulation, organization, design, development, implementation, preparation and other operations, methods and accumulated experiences incidental to the sale and promotion of Property Benefit's services, including, without limitation, information which pertains to the solicitation of customers for the sale of Property Benefit's services; Property Benefit's pricing structure; and the services provided by Property Benefit to its customers. Information related to marketing techniques, advertising, promotions, customer and prospect lists, mailing lists, concepts, ideas, know-how, trade secrets and/or research of Property Benefit will also be considered Confidential Information within the meaning of this Agreement. Confidential Information will not include information which is now or hereafter comes into the public domain through no action of Agent.
10. Confidentiality. Agent agrees that, during and after the Term, they will keep the Confidential Information secret and will not, directly or indirectly, disclose any Confidential Information without the prior written consent of Property Benefit. Any Confidential Information made available to Agent by Property Benefit will, at all times, be in confidence and in reliance upon Agent's agreement to retain such information as secret and confidential. Agent will not copy or reproduce any Confidential Information without the prior written consent of Property Benefit.
11. Additional Representation, Warranties, Covenants, and Agreements. Agent represents, warrants, covenants and agrees that:
1. A. The Confidential Information is a valuable, special, unique and proprietary asset of Property Benefit and gives Property Benefit a competitive edge over competitors who do not know of, or have access to, any of the Confidential Information;
2. B. for a period of three years after termination of Agent's Engagement, Agent will not, directly or indirectly, individually or in combination or association with others, represent or be associated with any businesses that offers services that compete with Property Benefit's services;
3. C. Agent will not sign or approve any document on behalf of Property Benefit, except with the prior written consent of Property Benefit or its designee, nor will Agent have the authority to bind Property Benefit by any promise or representation, including those related to expenses, unless specifically authorized by Property Benefit;
4. D. the services to be rendered hereunder by Agent are unique and Agent may not assign any of Agent's rights or delegate any of Agent's duties under this Agreement, nor may Agent hire any employees to assist him in the performance of duties under this Agreement; and
5. E. the restrictions and limitations in Paragraphs 8, 9, and 10 are reasonable as to scope and duration and are necessary to reasonably protect the proprietary interests and Confidential Information of Property Benefit and to preserve for Property Benefit the competitive advantage derived from maintenance of its Confidential Information as secret.
12. Termination. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured for thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.
13. Reports and Records. Agent will keep and maintain records that reflect Agent's solicitation of potential customers and customer contacts and communications in sufficient detail to enable Property Benefit to evaluate whether Agent has complied with all obligations deriving from his Engagement. Agent will permit all of his books and records related to the Engagement to be reasonably available for inspection and copying by Property Benefit, under such circumstances as Property Benefit may, from time to time, deem necessary or appropriate.
14. Equitable Remedies. Agent acknowledges and agrees that performance of Agent's representations, warranties, covenants, agreements and other obligations as set forth in Paragraphs 4, 5, 8, 9 and 10 above are vital and unique to the accomplishment of the purpose of this Agreement, and that any breach or default thereof would give rise to PROPERTY BENEFIT Inc. Independent Agent Agreement - 5 significant and irreparable injury to Property Benefit. If Property Benefit files a lawsuit related to Agent's breach or default hereunder, Agent hereby waives any claim or defense thereto that Property Benefit has an adequate remedy at law or has not been, or is not being, irreparably injured thereby, and the same will be enforceable in a court of equity by temporary or permanent injunction, restraining order or decree of specific performance. Agent further agrees that in the event any such action is instituted by or on behalf of Property Benefit, Agent will be responsible for all damages incurred by Property Benefit in connection with such breach or default, including the reasonable attorneys' fees of Property Benefit's attorneys and their support staff. The remedies provided in this Paragraph will be cumulative and not exclusive, and in addition to any other remedies which Property Benefit may have pursuant to this Agreement or applicable law.
15. Arbitration. Any dispute, controversy or claim arising out of or related in any manner to this Agreement which cannot be amicably resolved by the Parties shall be solely and finally settled by arbitration administered in accordance with the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Alaska before one (1) arbitrator. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of Alaska. The decision of the arbitrator(s) shall be in writing with written findings of fact and shall be final and binding on the Parties. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement, except that a Party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.
16. Notice. All notices, demands and communications required, desired or permitted to be given hereunder will be in writing and will be deemed to have been duly given on the date received, if delivered personally or by email, or on the third day after mailing, if PROPERTY BENEFIT Inc. Independent Agent Agreement - 6 sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the parties. Notice to Agent will be sent to the contact information Agent provides in Agent's Property Benefit profile. Notice to Property Benefit will be sent via email to support@propertybenefit.com.
17. Governing Law. This Agreement will be interpreted, construed and governed by and under the laws of the state of Alaska.
18. General Provisions
1. A. If any provision or clause of this Agreement or the application thereof to either party is held to be invalid by a court of competent jurisdiction, then such provision will be severed herefrom, and such invalidity will not affect any other provision of this Agreement, the balance of which will remain in and have its intended full force and effect.
2. B. In the event that the provisions of Paragraph 6 of this Agreement will ever be deemed to exceed the time or geographical limits permitted by applicable law, then such provisions will be reformed to the maximum time and geographical limits permitted by applicable law.
3. C. Reference herein to “Paragraphs” or “Subparagraphs” mean the various paragraphs and subparagraphs of this Agreement. The headings and titles of the Paragraphs of this Agreement are not a part of this Agreement, but are for convenience only and are not intended to define, limit or construe the contents of the various Paragraphs. The term “including” means including, without limitation, unless the context clearly indicates otherwise.
4. D. The representations, warranties, covenants and agreements of the parties will be revived continuously during the Term and are in consideration of the Engagement.
5. E. Nothing contained in this Agreement will constitute or be deemed to constitute a relationship of employer/ employee, partners or joint venturers between Agent and Company.
6. F. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and there are no understandings, representations or warranties of any kind between the parties except as expressly set forth herein.
7. G. This Agreement may not be modified except by a writing duly signed by both parties hereto.
8. H. Neither this Agreement nor any right or obligation of Agent hereunder may be assigned by Agent without the prior written consent of Property Benefit. Subject thereto, this Agreement and the covenants and conditions herein contained will inure to the benefit of and will be binding upon the parties hereto and their respective successors and permitted assigns.
9. I. All references herein to payment or sums of money shall mean in U.S. currency only. All references herein to calendar year, month, week or day will mean the calendar and parts thereof as observed in the U.S. All references herein to date and time will mean the date and time in Anchorage, Alaska.
10. J. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, and all of which will constitute one and the same agreement.
11. K. The waiver by either party of a breach or default by the other party of any provision of this Agreement will not operate or be construed as a waiver of any other, continuing or subsequent breach or default by such party.