BROKER AFFILIATE AGREEMENT
This Broker Affiliate Agreement (hereinafter referred to as “agreement”) is executed this 19th day of February, 2020, by and between Real Estate Trainers Inc., a California corporation with its principal business location at 2121 South Towne Centre Place, Suite 100, Anaheim, California (hereinafter referred to as “RET”) and Brokerage Inc., a California corporation, with its principal place of business located at Address of Brokerage, California (hereinafter referred to as “Brokerage Name”). RET and Brokerage Name will sometimes collectively be referred to herein as “Parties” or individually as “Party”. 

RECITALS
WHEREAS, RET is a California Department of Real Estate-licensed provider of pre-license and continuing education courses for real estate agents and brokers; 
WHEREAS, Brokerage Name is a California real estate brokerage; 
WHEREAS, RET and Brokerage Name desire to form a relationship with each other for the purpose of providing RET a referral source for enrollments in RET’s training courses and providing Brokerage Name (a) a reliable provider to assist Brokerage Name prospective and current real estate agents and brokers with pre-license training and continuing education needs; (b) a source for in-house webinar-instructed pre-license courses; and (c) a source for prospective new agents; (d) a source for affordable coaching.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:
Section 1. Referrals to RET. Brokerage Name shall use reasonable efforts to refer prospective students to RET and to promote RET to Brokerage Name website commencing on (insert date) directing potential students to RET and by recommending RET as a continuing education provider to their current agents, brokers, mortgage, appraisal CE and associates. 

Section 2. Referrals to Brokerage Name. RET will provide a list of RET’s Salesperson Crash Course students and if applicable NMLS candidates if needed who have requested broker contact to Brokerage Name via email correspondence. The lists of RET’s Salesperson Crash Course students who have requested broker contact shall be considered Confidential Information (see Section 4 below) and shall not be disclosed to any third party. 

Section 3. Webinars. Commencing on DATE, 2020, or thereabout from 6:00 to 9:00 p.m. on Tuesday and Thursday evenings at Brokerage Name offices. RET will provide salesperson pre-license tutorial courses to registered RET students via webinar. 

Section 4. Coaching.  Any broker agent enrolled in RET coaching program broker will receive admin access to RET’s exclusive agent activity tracker application and website. Broker will see Reports and feedback from agent groups they manage.
Access:

• • Access to the All Agent Report
  • Access to the Reports for the agent(s) they manage
  • Send reminders to Inactive Users 
  • Review and reply to agent questions along with coach
  • Create activities and send them to their agent(s)
  • Receive an Engagement Report for the agents(s) they manage

Section 5. Confidential Information. Each Party may be exposed to other Party’s Confidential Information. Confidential Information is information (including formula, patterns, compilations, programs, devices, methods, techniques, trade secrets and processes) that derives actual or potential economic value from not being generally known or readily ascertainable to other individuals. 
Confidential Information may be written, oral, expressed in electronic media, or otherwise disclosed, and may be tangible or intangible. All materials and information disclosed by the disclosing Party to the receiving Party are presumed to be Confidential Information. Notwithstanding the previous statements, information shall not be deemed Confidential Information to the extent that such information: (i) becomes publicly known through no fault of the recipient; (ii) is lawfully received by the recipient from a third party without any knowledge or reasonable suspicion that the third party’s disclosure is in breach of any obligations to the provider; (iii) has been developed by the recipient completely independent of the delivery of Confidential Information hereunder; or, (iv) is approved for public release by written consent of the provider. Each Party agrees that during the term of this Agreement, it shall use the other Party’s Confidential Information solely for the purposes of preforming its obligations and/or exercising its rights under this Agreement and shall not disclose to any third party including, but not limited to, its subsidiaries, affiliates and parent companies, any Confidential Information of the other Party without the prior written consent of the other Party. Each Party may disclose the other Party’s Confidential Information only to its employees on a “need-to-know” basis and only to employees that have agreed to maintain the confidentiality of the Confidential Information. The Parties’ confidentiality restrictions shall not apply if the Parties are required by any applicable law, regulation or court to disclose any Confidential Information provided, however, that the recipient notifies the provider immediately after learning of its obligation to disclose the Confidential Information. 

Section 6. Intellectual Property. Brokerage Name acknowledges and agrees that this Agreement does not grant and Brokerage Name does not have any right, title, license or interest whatsoever in or to any services, related documentation or Intellectual Property Rights held by RET. Intellectual Property Rights shall mean any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship, including, without limitation, copyrights, moral rights and mask-works, (b) rights associated with trademarks, service marks, trade names and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial rights, (e) rights in domain names; (f) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license or otherwise, and (g) all registrations, applications, renewals, extensions, continuations, divisions, reissues, and/or foreign counterparts thereof now or hereafter existing, made or in force (including any rights in any of the foregoing).

Section 7. Equitable Relief. Brokerage Name acknowledges that a breach by Brokerage Name of any confidential or intellectual property rights provision of this Agreement may cause RET irreparable damage, for which the award of damages would not be adequate compensation. Consequently, RET may institute an action to enjoin Brokerage Name from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and RET may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which RET may be entitled at law or in equity.

Section 8. Indemnification. Brokerage Name will indemnify, defend and hold RET and its subsidiaries, affiliates, officers and employees (hereinafter referred to as the “RET Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the RET Indemnified Parties arising from any of the following: (i) a breach of the Agreement by   Brokerage Name; (ii) the negligence, gross negligence or willful misconduct of Brokerage Name or its employees, agents or contractors; or (iii) a failure by Brokerage Name or its employees, agents, contractors or invitees to comply with any governmental law or regulation compliance with which is the responsibility of Brokerage Name. 

Section 9. Compensation and Term. Compensation for this Agreement is to be five hundred dollars monthly at the inception of this agreement from Brokerage Name to RET payable by credit card auto withdrawal per month. Either Party terminates the agreement with or without cause by giving written notice to the other Party at least thirty (30) days in advance of the effective termination date. 

Section 10. Termination. RET shall have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days prior written notice to Brokerage Name. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days opportunity for the breaching Party to cure such breach.

Section 11. Miscellaneous Provisions. 

1. Notices. All notices and communications hereunder shall be in writing and shall be deemed sufficient if personally delivered or sent by registered or certified U.S. mail, postage prepaid, addressed to the Parties’ principal place of business. Either Party may give like notice at any time and from time to time to designate a different address to which notices shall be sent. Notice given in accordance with these provisions shall be deemed received when mailed. 
2. Attorneys’ Fees. If any action shall be instituted by RET or Brokerage Name for the enforcement of any of their rights in and under this Agreement, or if either Party is involuntarily enjoined in an action or proceeding involving the other Party, the Party whose favor judgment shall be rendered in that action shall be entitled to recover from the other Party all costs reasonably incurred by the prevailing Party in the action, including actual costs and reasonable attorneys’ fees. 
3. Captions. The captions and headings used in this Agreement are for the purpose of convenience only and shall not be construed to limit or extend the meaning of any part of this agreement. 
4. Authority. Each individual executing this Agreement on behalf of the Parties represents and warrants that: (i) he or she is duly authorized to execute and deliver this agreement on behalf of such entity; (ii) this Agreement is binding upon said entity in accordance with its terms; and (iii) the party is duly organized, legally existing, and in good standing in the State of California, and is authorized to do business in the State of California. 
5. Joint and Several. If Brokerage Name is constituted of more than one person or entity, the obligations imposed on each such person or entity shall be joint and several. 
6. Assignment. The Parties shall not assign, transfer, delegate or otherwise dispose of this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any attempted or purported assignment or other transfer not complying with the foregoing shall be null and void. 
7. Relationship of the Parties. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise,   between the Parties, and the Parties shall at all times be and remain independent contractors. Except as expressly agreed by the Parties in writing, neither Party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other Party or to bind the other Party in any respect whatsoever.
8. Entire Agreement. This Agreement contains the entire agreement between the Parties concerning the performance of services described herein and may only be amended by the Parties in writing.
9. Counterparts; Facsimiles, Electronic Transmission. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Any signed document transmitted by fax or electronically shall be considered an original document and shall have the binding and legal effect of an original document. The signature of any Party upon a faxed or electronically transmitted document shall be considered an original signature. 
10. Waiver. The waiver by either Party of the breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach. 
11. Severability. If any provision of this Agreement is held void and unenforceable, the provision shall not render the Agreement unenforceable. 
12. Governing Law and Venue. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the Superior Court of California, County of Orange. 

$500/Month
*must give 30-day notice for cancellation

By clicking 'ACCEPT' you are acknowledging that you have read and understand the above.

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Disclosure: This program is directed towards real estate and mortgage industry-related brokerage firms both new and long-standing for recruiting purposes and growing their company. This is not an incentive referral program nor for coaches, trainers, administrators, or individuals who refer students or agents/brokers looking to become trainers or instructors.

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