WEST USA REALTY

INDEPENDENT CONTRACTOR AGREEMENT Independent Contractor: Name:___________________________________________________________________________ Email Address ____________________________________________________________________ Website Address___________________________________________________________________

AGREEMENT THIS AGREEMENT is entered into this ____ day of_____________________________, 20________ by and between WEST USA REALTY, INC.® as COMPANY/BROKER and Independent Contractor __________________________________________________________________hereinafter referred to as AGENT. COMPANY/BROKER is now and has been engaged in real estate business since 1985 as WEST USA REALTY, INC.® in the State of Arizona and maintains offices properly equipped for agents to work and to serve the public as a real estate brokerage. AGENT is now engaged in the business of real estate duly licensed by the State of Arizona. COMPANY/ BROKER and AGENT now enter into this Agreement upon the terms and conditions hereinafter set forth in the ARTICLES.

ARTICLE 1

COMPANY/BROKER---AGENT Relationship

1.1 This Agreement does not constitute a hiring by either party. AGENT agrees to work under COMPANY/ BROKER as an Independent Contractor and not as an Employee for Federal Tax purposes, (I.R.C. 3508(b) (2)), Workers Compensation (ARS 23-910), or Employee Security Act (ARS 23-617(14)). 1.2 TAXATION AND WORKER’S COMPENSATION The AGENT is entering into this agreement as an Independent Contractor and not as an employee. Company will have no responsibility to withhold or pay any income or other taxes on AGENT’S compensation and COMPANY/BROKER shall not provide any insurance, retirement or other employee benefits to AGENT. AGENT will not be treated as an employee with respect to services rendered by AGENT pursuant to the Agreement for either federal tax purposes or for the purpose of Chapter 6, Title 23 617-14, 23-910, 1 & 2, Arizona Revised Statues, relating to Worker’s Compensation. AGENT is under the control of COMPANY/BROKER as to the result of AGENT’S work only, and their relationship is not to be construed as a partnership, or an employer/ employee relationship. Neither party hereto shall be liable for any obligations incurred by the other except as provided by the Articles contained in this Agreement. AGENT’S compensation will be solely in the form of commissions earned subsequently paid. COMPANY/BROKER shall maintain exclusive PAGE 01

right to determine when commission is considered earned based on file completion, compliance, and in accordance with Policies and Procedures Manual of West USA Realty (“Policies and Procedures Manual”). 1.3 AGENT affirms that he or she has maintained legal presence in the United States of America, has complied with the Arizona Department of Real Estate requirement of legal presence, and AGENT will not hire anyone to assist in real estate duties who does not have a legal presence, whether known or unknown. All licensed assistants hired by AGENT will be registered with your office. 1.4 AUTHORITY OF INDEPENDENT CONTRACTOR The relationship created between the parties, except as may be deemed otherwise solely for the purpose of applicable law pertaining to real estate brokers and agents and the association of AGENT with COMPANY/BROKER, is that of Independent Contractor and shall not be construed and deemed to be that of employer-employee, joint venture or partnership. AGENT will have no authority to incur obligations on COMPANY/BROKER’S behalf and promises: not to sign any contract, agreement, lease or note in the name of COMPANY/BROKER, not to open or maintain any bank account or investment account in the name of COMPANY/BROKER, and not to endorse for collection or deposit in AGENT’S personal account any check, money order or other negotiable instrument made payable to COMPANY/BROKER. AGENT shall not in any manner advertise, represent or appear to be authorized to act on behalf of COMPANY/BROKER. 1.5 AGENT shall read, understand, and abide by the Policies and Procedures Manual of West USA Realty and acknowledges access to this manual online at mywestusa.com. _______ Initials

ARTICLE 2

Error and Omission & General Liability Insurance

2.1 Errors and Omission (E & O) Insurance shall be purchased by COMPANY/BROKER and the AGENT will be charged a transaction fee from each sale as their contribution to the E & O Policy. The fee is subject to change at anytime. The E & O policy deductible shall be due upon complaint or notification of litigation and unless sooner paid will be deducted from commissions. There are circumstances where E & O may not cover claims, i.e. owner/agent, fraud, solicitation by fax or telephone, commercial environmental issues, transactions where the AGENT acts as principal or any other exclusions as specified in the policy in which case the AGENT agrees to indemnify the COMPANY/BROKER. 2.2 General Liability Insurance is the responsibility of the AGENT. West USA Realty’s General Liability Insurance does not cover if a claim or a suit is brought against the AGENT for damages because of a client’s bodily injury and/or property damage. This is classified as AGENT’S personal business insurance and AGENT should consult with their insurance agent regarding this issue. 2.3 AGENT/OWNER Property Errors and Omissions Insurance (E&O) will cover Owner/Agents ONLY in selling residential properties. Errors and Omissions Insurance (E&O) will not provide any protection on Commercial, Land, or Business Opportunity for either 100% ownership or a percentage of ownership. E&O Carrier feel that agents “selling” their own homes are high risk, thus E&O carrier is requiring that all the items listed below must be completed in order to have errors and omissions coverage --- no exceptions! 1. Seller to Secure a Complete Copy of Home Inspection Report (From Buyer) 2. Seller to Make Sure a Home Warranty is Purchased (Seller or Buyer to Pay) PAGE 02

3. All State Required Disclosures Must Be Included in the File 4. CRES Supplement to the Real Estate Purchase Agreement (To Be Signed By Seller and Buyer) Another option is to list your property with another West USA agent, who will be covered by the standard E&O policy.

ARTICLE 3

Professional and Equal Service

3.1 AGENT shall stand ready to enter broker-client relationships to show property equally to all persons, to receive all offers and present them to the owners, to provide their best efforts, and work diligently to conclude all transactions. 3.2 Any violation of the spirit or provisions of the Federal, State and/or local Fair Housing laws or Article 10 of the Code of Ethics of the National Association of REALTORS may subject the AGENT to discipline fostered by the foregoing organizations and termination of this agreement by COMPANY/BROKER.

ARTICLE 4

Ethics and Trade Organization

4.1 It is expressly understood and agreed by AGENT that COMPANY/BROKER is a member of the National Association of REALTORS, Arizona Association of REALTORS and corresponding local real estate associations and as a result thereof, COMPANY/BROKER is subject to the rules and regulations of these organizations. Whenever COMPANY/BROKER is a member of any real estate organization requiring membership of AGENTS associated with COMPANY/BROKER, then AGENT agrees to become a member upon association with COMPANY/BROKER, pay all dues required by the appropriate Association(s), be knowledgeable in their rules and regulations and abide by same regarding ethics, conduct, and all applicable state and federal laws.

ARTICLE 5

Authority to Contract

5.1 AGENT shall have no authority to bind, obligate or commit COMPANY/BROKER to any promise or representation, unless authorized to do so by COMPANY/BROKER, in writing. However, AGENT is authorized to draft contracts of sale, leases, listing agreements and other documents prescribed by law on behalf of COMPANY/BROKER for clients, and all action taken in connection with the real estate business, shall be executed by the AGENT in the name of the COMPANY/BROKER. All executed documents shall be filed with COMPANY/BROKER within twenty-four (24) hours after receipt of same by AGENT. 5.2 All documents or information of any nature concerning transactions handled through COMPANY/ BROKER by AGENT shall become the property of COMPANY/BROKER and remain on file until disposed of by COMPANY/BROKER in accordance with Arizona law. 5.3 COMPANY/BROKER shall have the sole right to cancel or transfer a listing agreement on any property at any time subject to rights of the Seller. 5.4 AGENT will arrange for another agent from West USA Realty, Inc. to cover their business when they are not available. To be considered binding all agreements, referrals or commission splits between AGENTS must be in writing and approved by the COMPANY/BROKER. If the COMPANY/BROKER is required to assign an agent to present contracts or process contracts when AGENT is not available to PAGE 03

provide service to their clients, the AGENT will be charged a twenty (20) percent fee, charged from any commission earned, which will be calculated at 3% of the sales price. If no commission is earned, a flat fee may be determined by the COMPANY/BROKER and payable to the servicing AGENT and if not paid immediately, will be deducted from future commissions payable to AGENT. _______ Initials 5.5 Commissions and fees for services rendered in the sale, rental, trade, leasing or consultation services for real estate shall be determined by the AGENT and client. 5.6 It is agreed that any and all commissions received be deposited with COMPANY/BROKER, and subsequently paid to AGENT less any fees or charges due COMPANY/BROKER, or contained in the provisions herein, unless specifically assigned by the COMPANY/BROKER to the AGENT in writing.

ARTICLE 6

Default and Hold Harmless

6.1 The AGENT and COMPANY/BROKER hereto mutually agree that if either shall be in default or breach any of the terms or conditions of this Agreement, and such default or breach shall result in any loss or damage to the other party, the defaulting party agrees to indemnify and to hold the other party harmless from any claim, demand, cause of action or lawsuit which may result from or be caused by such breach of this Agreement. Furthermore AGENT and COMPANY/BROKER agree to submit any disputes not settled, to binding arbitration by the American Arbitration Association, whereupon, the resulting award is to be considered final.

ARTICLE 7

Litigation and Controversies

7.1 In the event any transaction in which AGENT is involved results in arbitration, dispute, litigation, legal expense, or settlement, AGENT shall pay all expenses connected therewith, including any fines, fees, settlements, or awards and will indemnify COMPANY/BROKER from any expenses whatsoever. 7.2 In the event of a conflict of listings, contracts, or commissions, the COMPANY/BROKER has full authority for settlement at COMPANY/BROKER’S discretion. Suits for commission shall be maintained only in the name of COMPANY/BROKER, or his designate, and only in COMPANY/BROKER’S sole discretion. COMPANY/BROKER may subrogate to the AGENT for the sole action of the AGENT who indemnifies the COMPANY/BROKER. 7.3 In no event shall COMPANY/BROKER be liable to AGENT for payment of any commission, not collected from the party for whom the service was performed. 7.4 In the event of a commission or procuring cause dispute between two or more AGENTS of West USA Realty Inc., AGENTS agree to mediate. If an agreement is not reached through mediation, then AGENTS shall submit their dispute to arbitration and pay the proper fees as required and the COMPANY/BROKER shall be neutral. If the resulting award is not paid within 10 days, the losing party then instructs COMPANY/BROKER to pay the prevailing party from assets or future commissions earned from closings. In no event shall COMPANY/BROKER be liable to either party for collections, disbursements, or decisions handed down by arbitration. All parties release and indemnify COMPANY/ BROKER of all liability. PAGE 04

7.5 AGENT agrees to indemnify COMPANY/BROKER for unsatisfied, contingent or pending client or consumer complaints, legal or ethical claims, and AGENTS use of licensed or unlicensed assistants or employees. COMPANY/BROKER may withhold pending and unpaid commissions to defray or apply against the indemnity for COMPANY/BROKER. Withheld sums shall bear no interest. 7.6 INDEMNIFICATION AGREEMENT. AGENT agrees to fully indemnify COMPANY/BROKER for all damages, costs and expenses, including, but not limited to, attorneys fees and expert witness fees, arising out of, or in any way relating to all claims, causes of action, and/or agreements or settlements asserted against or entered into by COMPANY/BROKER resulting in whole or in part from AGENT’S conduct, actions, activities, and/or omissions. COMPANY/BROKER’S own negligent conduct, actions, activities, and/or omissions, shall have no effect on this indemnification provision or the Agreement. This indemnification provision shall be effective and binding upon AGENT, in its entirety, even if such claims, causes of action, and/or agreements or settlements, as described in this provision, are asserted against or entered into by COMPANY/BROKER after expiration or termination of this Agreement or any renewals or extension thereof. This provision shall survive the termination or expiration of this Agreement.

ARTICLE 8

Severance of Agent’s Real Estate License

8.1 AGENT may sever their Real Estate License with West USA Realty with a thirty-day (30) day written notice receipted by your Office Manager. The rights of parties to any commission, which accrued prior to said notice, shall not be divested by the severance of their license. All negotiations commenced by the AGENT with clients during the term of this Agreement shall be handled by the COMPANY/BROKER per ARS-32-2153.A.7-8 who may assign another AGENT to complete transaction and compensate said AGENT from the commission collected as deemed suitable by COMPANY/BROKER. AGENT will not participate in any pending transactions after termination. 8.2 Severance of Real Estate License does not relieve AGENT from litigation regarding transactions or negotiations commenced during the term of this Agreement, and the expenses and costs shall be paid or settled as stated in the foregoing Article 7 of this Agreement. 8.3 Upon severance from West USA Realty, AGENT agrees to bring all office charges current and failure to do so may result in collection lawsuit and credit damage. 8.4 Upon severance of Real Estate License, for any cause, COMPANY/BROKER will release those listings without an existing contract of sale, provided account of AGENT is paid in full, and the property owner provides written request for the listing released. 8.5 Broker reserves the right to sever AGENT at anytime without cause or advance notice.

ARTICLE 9

Miscellaneous

9.1 Heirs, Successors and Assigns : This Agreement shall be binding upon, and the benefits shall inure to, the heirs and successors of the parties hereto as within the prescribed limits of law. 9.2 Notices : All notices provided for under the Articles of this Agreement shall be in writing. 9.3 Governing Law : The laws of the State of Arizona and the Rules of the Arizona Department of Real Estate shall govern this Agreement. PAGE 05

9.4 Assignment : This Agreement may not be assigned in whole or in part by AGENT without COMPANY/ BROKER’S prior written consent, but it may be assigned by the COMPANY/BROKER to any successor to COMPANY/BROKER’S business. 9.5 Waiver: The failure of any of the parties hereto to enforce at any time any of the provisions or terms of this Agreement shall not be construed to be a waiver of such provisions or terms, nor of the right of either party thereafter to enforce such terms or provisions. 9.6 Severability : If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein shall remain in full force and effect in such jurisdiction, and shall be liberally construed in order to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in one jurisdiction shall not affect the durability and enforceability of this Agreement in any other jurisdiction.

ARTICLE 10

Agreements and Amendments

This Agreement, including Schedule A and Company’s Policies and Procedures Manual, constitutes the entire Agreement between the parties hereto with relation to the subject matter hereof, and supersedes any previous agreement or understanding, whether verbal or otherwise, with relation hereto. (a) This Agreement, including Schedule A and Company’s Policies and Procedures Manual, may be amended, changed, revised, or altered by Company at any time, with notice provided, in writing, to Independent Contractor no later than five (5) days prior to said amendment. This provision shall supersede any other provisions of this Agreement (b) This Agreement, including Schedule A and Company’s Policies and Procedures Manual, may not be amended, changed, revised, or altered by Independent Contractor for any reason without an instrument in writing signed by all of the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement This __________ day of __________________________________, 20_________, and agree to the terms and conditions herein, and acknowledge receipt of a copy hereof. PERSONAL GUARANTY: If I, ________________________________, am a PC, PLLC or if I become a professional corporation in the future, I do hereby personally guarantee all duties and obligations imposed upon AGENT under the terms of this Agreement. By: ________________________________________ AGENT Signature BROKER: By: ________________________________________ BROKER Signature

Form C100 (rev. 10/11)

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