MASTER REAL ESTATE CLIENT AND LISTING REFERRAL AGREEMENT (US) This Master Real Estate Client and Listing Referral Agreement ( Master Agreement ) is made and entered into, effective as of, 2016 by and between BK Global Real Estate Services ( BKRES ), a Texas limited liability company and subsidiary of Bankruptcy Global Holdings, LLC ( BK Global ), located at 2000 East Lamar Boulevard, Suite 155, Arlington, TX 76006, as the Referring Broker/Agent and the following Receiving Broker/Local Agent(s) (hereinafter referred to as the Local Agent ): Receiving Broker/Local Agent Information Company Name Broker Name Agent Name Company Address Telephone Fax Broker/Agent Email By his/her signature below, the Local Agent s broker represents that he/she is fully authorized to enter into this Agreement for him/her-self, for the Company and through it for the Agent(s) identified above, and to authorize the representatives named in paragraph 10 below to sign Referral Acknowledgment Addenda and Riders to this Master Agreement. For convenience, the Company, Broker and Agent are collectively referred to as Local Agent. 1. In consideration of the covenants, representations and warranties set forth in this Master Agreement, BKRES may, from time to time, refer (a Referral ) real estate clients (each, a Client ) and real estate listings (each, a Listing ) to the Local Agent identified above. Each Client Referral or Listing Referral, which is accepted by Local Agent, shall be deemed to have been accepted subject to the terms hereof. Local Agent agrees to provide, in good faith, Local Agent s best efforts to help each Client to buy, sell and/or exchange real property in Local Agent s geographical area or to help BKRES list, market, sell and/or exchange each Listing in Local Agent s geographical area. One method of documenting a Referral acceptance is through a Referral Acknowledgment Addendum ( Referral Acknowledgment ). The Referral may be accepted in that manner electronically by BKRES (e.g. via a designated website address) or in writing. However lawfully communicated or exhibited, each accepted Referral is incorporated by this reference into this Master Agreement and the rights and duties of BKRES and Local Agent shall be governed by this Master Agreement as if each specific Referral and acceptance was fully set forth herein. In consideration of each Referral, BKRES and Local Agent further agree, represent, warrant, acknowledge and covenant as follows: 1
2. As to each Client Referral made, if the Client acquires, sells or exchanges real property within twelve months of the date of Local Agent s acceptance of the Referral, and Receiving Broker/Local Agent is compensated in connection with any, up to all, of such transactions, Local Agent agrees to pay to BKRES an agreed upon Client Referral fee (the Client Referral Fee ) from Local Agent s gross total commission, based upon Client s side of the transaction(s). The agreed upon Client Referral Fee shall be specified in a separate General Client Referral rider to this Master Agreement which is incorporated herein by this reference and the rights and duties of BKRES and Local Agent shall be governed by this Master Agreement as if the provisions of the rider were fully set forth herein. The agreed upon Client Referral Fee will be the general Client Referral Fee for all Client Referrals except for special programs ( Special Program ) with different compensation structures. Special Programs will be defined in addenda or riders to this Master Agreement as needed. 3. As to each Listing Referral made, if Local Agent consummates the sale or exchange of the real property Listing within twelve months of the date of the Local Agent s acceptance of the Referral, and Local Agent is compensated in connection with any, up to all, of such transactions, then Local Agent agrees to pay to BKRES either the gross total commission, minus an agreed upon flat fee, or an agreed upon percentage of the gross total commission paid to the Local Agent for each Listing Referral, based upon the Listing Broker's side of the transaction(s), as a listing fee (the "Listing Referral Fee"). The Listing Referral Fee will be the sole fee due to BKRES for all Listing Referrals and the particular flat fee or percentage fee due Local Agent and the services required of Local Agent to earn the particular flat fee or percentage fee shall be specified in a separate Special Program rider to this Master Agreement which is incorporated herein by this reference and the rights and duties of BKRES and Local Agent shall be governed by this Master Agreement as if the provisions of the rider were fully set forth herein. 3.1 Payment of Commission: The Listing Referral Fee shall be due and payable by escrow upon disbursement of all payments, and sent to the address of BKRES located at 2000 East Lamar Boulevard, Suite 710, Arlington, TX 76006. BKRES and Local Agent hereby agree that the obligation to pay the Listing Referral Fee is irrevocable upon consummation of the real estate transaction and that the assigned escrow person or entity is authorized to release the Listing Referral Fee from escrow forthwith. Recordation of the deed or other evidence of transfer shall constitute consummation. At the time of payment of the Listing Referral Fee, Local Agent agrees to provide details regarding the transaction and the commission payable. If there are any special program Listings ( Special Program ) with different compensation structures, the Special Program will be defined and the Listing Referral Fee will be specified in addenda or riders to this Master Agreement. 4. To induce BKRES to make each Client or Listing Referral, Local Agent hereby makes the following continuing representations, warranties and covenants to VB&S, and renews them with each Referral Acknowledgment, with the intent that BKRES may rely thereon: 4.1 Local Agent, including the company, broker and agent identified above, is/are duly licensed real estate agents and brokers in the state in which Local Agent does business, and that such licenses are active and in good standing. 4.2 Local Agent has a paid up policy of liability insurance protecting against errors, omissions and negligence, for the protection of its clientele, including Client. 4.3 Other than the Client Referral Fee payable to BKRES, no fee or other compensation will be paid to any third party out of the commission payable to Local Agent based upon the Client s side of the contemplated transaction(s). 2
4.4 Other than the Listing Referral Fee payable to Local Agent, no fee or other compensation will be paid to any third party out of the commission payable to BKRES based upon the Listing Broker s side of the contemplated transaction(s). 5. Local Agent agrees to indemnify and hold BKRES harmless from and against any and all liabilities, damages, costs, losses and/or claims of any kind or nature ( Claims ) which may be incurred by BKRES as a result of or in any way arising out of (a) Local Agent s representation of any referred Client, including, without limitation, any breach of any duty owed to any Client, (b) Local Agent s handling of any referred Listing, including, without limitation, any breach of any duty owed to the owner of the Listing and/or (c) any breach of this Master Agreement. 6. Nothing herein shall be deemed to create an employment relationship, an agency relationship, nor a joint venture or partnership relationship between Local Agent and BKRES. 7. Local Agent agrees that Local Agent shall not assign Local Agent s rights or obligations under this Master Agreement without the prior written consent of BKRES. Local Agent shall not refer any Client to any other broker/agent. If any Client terminates the relationship between Client and Local Agent, Local Agent shall promptly notify BKRES and BKRES shall be free to refer that Client to any other party in its sole and absolute discretion. 8. This Master Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Texas without regard to such state s choice-of-laws rules. BKRES and Local Agent agree that exclusive jurisdiction and venue for any action pertaining to this Master Agreement are properly in the federal and state courts covering and/or located in Fort Bend County, Texas. This Master Agreement shall be binding upon and inure to the benefit of the parties hereto, as well as their respective heirs, legal representative, successors and assigns. Should it become necessary for any party to this Master Agreement to enforce the same by resort to an action at law, the prevailing party shall be entitled to recover all costs incurred in connection therewith, including reasonable attorneys fees. 9. This Master Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile or other electronic means shall be sufficient to constitute delivery of an original executed agreement. BKRES and Local Agent agree to execute and deliver, after the date hereof, without additional consideration, such further assurance, instruments and documents, and to take such further actions, as the other may reasonably request in order to fulfill the intent of this Master Agreement. 10. Local Agent appoints the person(s) identified below as its duly authorized representative(s) who may execute or electronically affirm Referral Acknowledgments, addenda and riders to this Master Agreement, and warrants and agrees that any Referral Acknowledgments, addenda or riders executed or electronically affirmed by such representative (or any of them) shall be binding upon Local Agent as fully as if executed or electronically affirmed by the Local Agent s principal broker. 3
Name Authorized Representative Email Address Telephone number Fax number Mailing/ Office Address Name Authorized Representative Email Address Telephone number Fax number Mailing/ Office Address 11. The term of this Master Agreement shall begin on the date that it is signed by Local Agent and shall be renewed by each Referral, and continue until terminated according to the following terms. Either BKRES or Local Agent may terminate this Master Agreement by providing the other party with a least thirty (30) days prior written notice. Notwithstanding any such termination, this Master Agreement shall continue to govern the rights and duties of the parties in respect of any Referral made prior to the effective date of the termination, regardless of the date that the Referral is accepted. Despite any termination, all provisions of this Master Real Estate Client and Listing Referral Agreement, which by their nature would survive termination to give effect thereto, shall survive. [The balance of this page intentionally left blank. The signature page follows.] 4
Referring Broker: Name: BK Global Real Estate Services, a subsidiary of Bankruptcy Global Holdings, LLC By: Stephanie Givens Corporate Broker 0435773 DATED this day of, 2016. Receiving Local Broker: Name: Receiving Local Agent: Name: By: By 5