ASK CLOSING AGENT AGREEMENT

Transcription

1 ASK CLOSING AGENT AGREEMENT ASK Services, Inc., ( ASK ), and, ( Closing Agent ), agree as follows: 1. ASK has and will have Clients who are involved in real estate transactions, and who will require closing services. ASK wishes to engage the services of the Closing Agent on a nonexclusive basis, to conduct those closings and perform such other services as are necessary to facilitate them. 2. Closing Agent is a duly authorized Notary Public in the State of Michigan who is equipped by experience, education and certification to perform closing services and conduct closings involving ASK Clients under the terms of this Agreement and such ancillary agreements and policies as ASK may require. 3. ASK may, in its discretion, and from time to time, utilize the services of the Closing Agent to deliver legal documents to designated document signers, to secure their signature on these documents, to affix notary seals, stamps and signatures as required by law, by ASK or other parties to these closing transactions, (lenders, title companies, escrow agents, legal counsel), and to return the signed and notarized documents as instructed by ASK, mortgage lenders, title companies or legal counsel, which tasks are collectively referred to as the Services. 4. In each instance where ASK utilizes Closing Agent to perform the Services, Closing Agent will receive documents and instructions for the Closing Services. Closing Agent will follow those instructions and complete all services in compliance with same, and with such other policies and procedures as ASK, mortgage lenders, title companies and legal counsel for the Parties to the Closing may require. Among the instructions Closing Agent is required to follow in each assignment are the ASK Document Security Rules, a copy of which are attached as Exhibit A to this Agreement. Closing Agent agrees to abide by these security rules as a condition of this Agreement. 5. Closing Agent will perform the Services, including the closing, the return or delivery of signed and completed documents in a timely fashion, as instructed, understanding that time is of the essence in these transactions. Closing Agent agrees to abide by the ASK Code of Conduct attached as Exhibit B as a condition of this Agreement. 6. Closing Agent agrees to be compensated under ASK s Auto-Pay feature. Closing Agents 10/7/2014 Page 1 of 13

2 may submit payment adjustments, in the event of a discrepancy, on ASK s website. All payment adjustments made on the website must be approved by ASK. Closing Agent Statements will be sent out twice per month, on the 1 st and the 16 th of each month. Each Statement will detail the closings completed and the associated Closing Agent fees. All Closing Agent Statements will be paid within 6 days of the statement date. That means that payment will be issued on the 21 st and the 6 th of each month, unless that day falls on a weekend or holiday, in which case it will be the first business day thereafter. Closing Agent will have 30 business days to review the statement and dispute any fees. Closing Agent may register for direct deposit for faster payment. The Parties hereby incorporate the terms of the Closing Agent Guidelines by reference. 7. This Agreement will take effect on the later of the dates of the signatures of the Parties, below, and shall remain in effect until terminated by either Party. ASK will have the right to terminate this Agreement at will, or upon breach by Closing Agent, at any time and without prior notification. However, if there is work-in-process at the time of termination it will be completed in compliance with all instructions, and Closing Agent will be compensated for same. If, however, Closing Agent fails to perform after termination, Closing Agent will receive no compensation. 8. (a) During the term of this Agreement Closing Agent will remain a duly commissioned Notary Public in the jurisdiction where Closing Agent is performing Services. Closing Agent will maintain all bonds and permits necessary in the jurisdiction, and shall maintain a valid driver s license for that jurisdiction. Closing Agent will provide the Services in compliance with all state, federal and local laws as they apply. (b) Closing Agent will maintain Errors and Omissions Insurance Coverage in an amount not less than $25,000. Closing Agent agrees to timely provide ASK with all such insurance information and documentation as required by ASK. 9. Closing Agent agrees that ASK has a legitimate business interest in maintaining its relationship with its customers, and that such relationships are an integral part of ASK business. Closing Agent agrees that it will not solicit for its own benefit any past or present customer of ASK, or seek to use or trade on the good will, customer relationships or customer list for Closing Agent s benefit. Closing Agent is not prohibited from maintaining relationships with their existing clientele (current clients who have ordered within the last year) even if those clients may be shared with ASK. Upon termination of this Agreement, and for a period of one year after termination, Closing Agent will abide by this non-solicitation provision. 10/7/2014 Page 2 of 13

3 10. Closing Agent will not have the authority to use ASK s name or logo in any manner except as expressly authorized in writing by ASK prior to use by Closing Agent. 10. Closing Agent will at all times maintain the confidentiality of any information received from ASK, or obtained during the course of providing Services for ASK and its customers under this Agreement. This confidentiality promise pertains not only to any proprietary and competitive information pertinent to the business of ASK, but also all Nonpublic Personal Information concerning customers and their financial or personal affairs, as that term is defined in 509 of the Gramm-Leach-Bliley Act, 15 U.S.C and the regulations promulgated under that legislation. The provisions of that Act, and the attendant regulations, are available to Closing Agent on-line or by request of ASK, and it is Closing Agent s obligation to read and understand them as part of this Agreement. Closing Agent understands and agrees that the privacy rights of ASK customers and of all participants in closing transactions is of paramount importance and must not be violated. Closing Agent agrees to review, sign and abide by the attached Exhibit C, ASK Privacy Commitment, as a condition to this Agreement. 11. Closing Agent agrees to hold harmless, defend and indemnify ASK from all claims and all liability resulting from, arising from, or connected with the negligence or willful conduct of Closing Agent or its employees, agents and assigns, whether such claims arise during the term of this Agreement or after its termination. This includes, but is not limited to, all auto, premises and other civil liability claims, and any such claims as may arise from violations of state or federal criminal laws, or violations of local ordinances. Closing Agent further agrees that it will hold ASK harmless for any personal injuries or property damage Closing Agent sustains while performing its duties under this Agreement, whether such losses are sustained on defective premises at the Closing site, auto-related injuries sustained going to or coming from Closings, and any other loss Closing Agent sustains due to the negligence, recklessness or willful and wanton acts of parties to the Closing, or other non-parties to this Agreement. 12. Closing Agent understands and agrees that this is a non-exclusive contract, and that ASK may engage other Closing Agents to perform these services in Closing Agent s geographic area and elsewhere. Closing Agent further understands and agrees that it is an independent Closing Agent, not an employee of ASK, and as such it is responsible for its own withholding and taxes, worker s compensation insurance and claims, overhead costs and general expenses, insurance and premises. Closing Agent is not authorized to enter into any agreements for, or bind ASK to 10/7/2014 Page 3 of 13

4 any contracts or agreements, or undertake any acts or obligations on behalf of ASK except as instructed as part of a specific assignment to perform Services for a specific transaction/closing. 13. Closing Agent may not delegate any of its obligations to another without the express written consent of ASK, nor may it assign its rights under this Agreement without written consent of ASK. Closing Agent understands and agrees that all associates or employees of Closing Agent who may be designated as a Notary to perform Closing Services under this Agreement must first be approved by ASK. Each such associate or employee must pass the same background checks as the Closing Agent before they will be authorized by ASK to perform Services. All terms of this Agreement, and all requirements in exhibits A D apply to Closing Agent s associates and employees, and it will be Closing Agent s responsibility to educate its associates of same. 14. Closing Agent understands and agrees that ASK will conduct such background checks in order to determine if Closing Agent is a proper party to utilize for the Services, and Closing Agent authorizes ASK to conduct such investigations for this purpose. Closing Agent authorizes ASK to release or disclose all forms, questionnaires, investigative reports, background checks, evaluations, certificates or other information Closing Agent has provided to ASK or which ASK obtains concerning Closing Agent for purposes of this Agreement. ASK is authorized to release such information or documentation to any title company, title insurer, lender, bank, credit union, savings association or other financial institution for whom ASK provides services, so as to evidence that ASK and its Closing Agents meet the requirements, qualifications and standards required. Closing Agent releases ASK from any potential or actual liability for claims resulting from the release or disclosure of the information addressed in this paragraph. Closing Agent agrees to provide ASK with such documents and endorsements as are necessary to allow for these background checks. Closing Agent agrees to truthfully complete the ASK Closing Agent Information Sheet attached hereto as Exhibit D, as a condition of this Agreement. 15. This Agreement contains the entirety of the agreement between Closing Agent and ASK, and replaces or supersedes all prior statements, negotiations, discussions or exchanges between them, whether verbal, express or implied. 16. This Agreement will be governed and interpreted under the laws of the State of Michigan. Closing Agent agrees that any dispute or legal action arising from this Agreement will be governed by Michigan law. Closing Agent submits to the jurisdiction of the Courts of the State 10/7/2014 Page 4 of 13

5 of Michigan for any such disputes or legal actions arising from this Agreement, and submits to the venue of Wayne County Circuit Court or the 35 th District Court for the State of Michigan. Closing Agent waives its right to remove to federal courts any dispute of legal action arising under this Agreement. Closing Agent also agrees that attorney fees and litigation costs incurred in any dispute or legal action arising under this Agreement will be awarded to the prevailing party, in addition to any money damages or other relief that is awarded to the prevailing party. * * * * * By the signatures below the Closing Agent and ASK agree to be bound by the terms of this Agreement. Closing Agent acknowledges that it has read and understood the terms and conditions of this Agreement, and promises to abide by same. Closing Agent acknowledges by signing below that all of the Exhibits mentioned above are attached, and that Closing Agent has read and understood them, and promises to abide by them as part of this Agreement. Date: For Closing Agent: Signature Name Printed Date: For ASK: Signature Name Printed 10/7/2014 Page 5 of 13

6 EXHIBIT A ASK DOCUMENT SECURITY RULES 1. Closing Agent will only accept documents for signing directly from the escrow officer or the lender, never from the mortgage broker, (or anyone else), without first obtaining the approval of the escrow officer. Once Closing Agent receives them, all documents and checks or other negotiable instruments must remain in Closing Agent s possession and secure at all time. 2. Do not leave documents, checks or negotiable instruments unattended at a customer s home, in an unlocked and unoccupied vehicle, or unsecured at Closing Agents home or office. 3. In order to comply with current industry regulations concerning the transmission of nonpublic information, ASK requires its Closing Agents and their employees or agents to encrypt all documentation containing a buyer s personal information, (or the personal information of any other person endorsing documents in the Closing), when such transmissions are made by 4. Closing Agent must delete and destroy all private, financial, personal identity and other confidential information obtained during the Services within 48 hours of the completion of Closing, unless otherwise required, and then such deletion and destruction must follow the completion of Closing Agent s legitimate and transaction-related use of such data immediately. 5. Use of facsimile machines must be limited to fax machines secured at Closing Agent s offices, or otherwise secured so as to prevent the inadvertent exposure of confidential and privacy information to non-parties to the closing and related transactions. 6. All facsimiles of documentation involved in the Services must be accompanied by a cover sheet designating the name of the intended recipient, the transaction, account or loan number involved, and identifying the Closing Agent with Closing Agent s contact information, (cell #, other telephone #, e mail address, fax #, street address) 7. Only secure and trackable methods should be used for the shipping of documentation associated with the Services. Examples would include Fed Ex, UPS, Priority Mail with the 10/7/2014 Page 6 of 13

7 US Postal Service, or such other carriers with the ability to provide tracking services to the Closing Agent. Closing Agent should not include documents from more than one closing or transaction in a single shipment. Closing Agent must retain all shipping and tracking information, and is required to contact the addressee to confirm receipt as soon as practicable. All packages must be delivered into a drop box or across a counter to an authorized representative of the carrier at an authorized shipping office. No packages are to be left on a floor or outside an office door for pickup by the carrier. Closing Agent agrees to abide by these rules, and to ensure that its associates and employees abide by them as well: Dated: Closing Agent s Authorized Representative 10/7/2014 Page 7 of 13

8 EXHIBIT B ASK CODE OF CONDUCT 1. Closing Agent is required to conduct himself/herself in a professional and courteous manner, appearing for closings in business attire and conducting each closing in a professional manner; 2. Closing Agent is responsible for obtaining all required signatures and initials on all documents. Closing Agent is responsible for correcting, at its expense, any notarized, executed or initialed documents which are determined to be incomplete or otherwise unsatisfactory. Closing Agent is required, at the commencement of the Closing, to verify the identity of the parties who will endorse closing documents. Where possible, Closing Agent must make a photocopy of their driver s licenses, state-issued identification cards, or passports. Where photocopy services are not available, Closing Agent must record the identification information and transmit that record with the Closing documents upon completion of the Closing; 3. Closing Agent is an impartial third party to the closing transactions and will not work so as to gain from the assigned transactions any more than is its fee under the Agreement with ASK. It is agreed that the Closing Agent will have no interest in the closing transaction or the related documents presented for signing other than his or her interest as a Closing Agent of ASK. Closing Agent will notify ASK immediately if any conflict of interest may potentially exist; 4. Closing Agent will not execute a false or incomplete certificate or involve itself or ASK in any document or transaction it knows to be false, fraudulent or deceptive; 5. Closing Agent will be responsible to safeguard its notary seals, certifications and other instruments in order to prevent their unauthorized use; 6. Closing Agent will notify ASK in writing, within 7 days of any event or occurrence that would affect Closing Agent s qualifications, functions or professional duties as a notary public, or a closing representative; 7. Closing Agent will keep, handle and deliver all documents associated with the Services in a secure, confidential manner and place so as to not inadvertently disclose the private and confidential financial and other personal information of the parties to a closing; 10/7/2014 Page 8 of 13

9 8. Closing Agent will personally observe the endorsement of each document provided for the transaction. Closing Agent will not leave a signor of the documents alone at the time the documents are to be signed. Closing Agent will notarize each document containing a notary block or place for notarization at the time of closing. 9. Closing Agent will not accept cash, or checks made payable to Closing Agent. 10. Closing Agent will give no legal advice, and will not answer questions regarding the terms and conditions of a loan or the legal effect of any document. 11. Closing Agent agrees to comply with all ASK audits of Closing files and documentation for completeness and quality. Closing Agent agrees that ASK has the right to audit Closing Agent s work annually, or more frequently as circumstances require, to ensure quality, and promises to cooperate with ASK during such audits. 12. Closing Agent may receive communications from ASK in the form of tickets. These are inquiries from ASK, generated through ASK s system, and they require Closing Agent to respond on ASK s website, or by phone or e mail, as circumstances require. Closing Agent agrees to treat these tickets as priorities and to respond to ASK as soon as practicable. 13. Closing Agent understands the importance of communications to ASK concerning Closing Agent s availability. In case of emergency or illness, Closing Agent must notify ASK of unavailability as soon as possible. Date: Signature of Closing Agent 10/7/2014 Page 9 of 13

10 EXHIBIT C ASK CLOSING AGENT PRIVACY COMMITMENT Federal law requires financial institutions and their service providers, including closing agents, to ensure that all persons who are given access to customer information provide for confidentiality and security of that information. We must demonstrate our compliance, and we require compliance by all ASK Closing Agents. You must agree to the following, which will apply to all information and data provided to you by ASK or others in connection with Closing Services you will render: 1. Closing Agent agrees that it will not disclose any Customer Information to any third party other than ASK, or other than directed by ASK, except as may be reasonably necessary to perform the Services under the ASK Independent Closing Agent Agreement. Customer Information means any nonpublic personal information about the customer, his identity, his social security number, bank and credit information, loan information, references, income, employment, address or other information concerning that customer and his family members. 2. Closing Agent will not use Customer Information other than to perform the Services for which it has contracted with ASK to perform in these closing transactions. 3. Closing Agent will take all reasonable measures to safeguard the confidentiality and privacy of the Customer Information, and to protect it against release, disclosure, publication or use by any non-party to the closing transaction, or otherwise for an unauthorized use. 4. Closing Agent will review and understand the provisions of the FTC Safeguard Rule, 16 CFR part 314 and shall implement and maintain all appropriate safeguards for customer information as identified in sec (d) of that rule. If Closing Agent does not have that rule, or access to it, Closing Agent must request a copy from ASK and must ensure Closing Agent s compliance with it before performing Services under the ASK Independent Closing Agent Agreement. 5. Closing Agent will promptly notify ASK in writing of each instance in which there has been a) unauthorized access to or use of Customer Information, or b) unauthorized disclosure, release, publication, misuse, alteration, destruction or other compromise of Customer Information. 10/7/2014 Page 10 of 13

11 6. Closing Agent agrees to indemnify, defend and hold harmless ASK for security breaches, disclosures, releases, publication, misuse, alteration, destruction or compromise of Customer Information or any violation of the privacy rights of the customer caused by Closing Agent s negligence or other misconduct. 7. Closing Agent will be responsible for compliance with federal, state or local laws regarding document retention, and will ensure that at the expiration of any such retention period any documentation subject to the law will be burned or shredded. Closing Agent commits that it will comply with these privacy and confidentiality requirements and all federal, state and local laws applicable to these matters. Signature Date: 10/7/2014 Page 11 of 13

12 EXHIBIT D ASK CLOSING AGENT INFORMATION SHEET Name or Company Name: Contact Person: Address: City/State/Zip: Primary Phone: Secondary Phone: Fax#: E mail address: Notary License #: Expiration Date: State: Have you been a party to a lawsuit for reasons related to your use of your Notary License? Yes No Have you had any claims filed, or judgments entered against you, within the past 10 years relative to any real estate transaction? Yes No Have you been convicted of, or plead guilty to, a misdemeanor or felony within the past 10 years? Yes No If so, describe the charges to which you plead or upon which you were convicted, and the location (city, county and state) where the charges were made: Have you ever been a participant in a criminal first-time-offender program or other type of alternative punishment or diversion program as a result of criminal charges brought against you? Yes No If so, describe the charges and the location (city, county and state) where the charges 10/7/2014 Page 12 of 13

13 were made: I attest that all information presented above is true, complete and correct: Closing Agent: Date: 10/7/2014 Page 13 of 13