Real Estate Broker Independent Contractor Agreement

This REAL ESTATE BROKER INDEPENDENT CONTRACTOR AGREEMENT is dated upon account signup ("Effective Date"), and is by, between, and among the Chicago Real Estate License Holding Company LLC, an Illinois limited liability company (“CRELHC”); and (“Broker”) (CRELHC and Broker are sometimes hereinafter collectively referred to as the “Parties”).

The Parties agree as follows:

Section 1. Recitals

Chicago Real Estate License Holding Company is a duly licensed “Sponsoring Broker” under the Real Estate License Act of 2000 , as amended, 225 ILCS 454/1 et seq. (“License Act”).

Agent or Broker is a duly licensed “Agent” or “Broker” under the License Act.

Broker has no current employment with, or sponsorship by, any other broker, and Broker desires to be sponsored by and associated with CRELHC as an independent contractor in order to continue to participate in real estate activities on a limited basis as authorized under the License Act and as provided in this Agreement.

Section 2. Broker Restrictions and Requirements

The following restrictions shall apply from and after (i) the date on which Broker’s employment and association with, and sponsorship by, any broker other than CRELHC has been terminated pursuant to the terms and conditions of this Agreement and the License Act; and (ii) the date on which Broker’s association with, and sponsorship by, CRELHC has been established pursuant to the terms and conditions of this Agreement and the License Act (collectively, “Transfer Date”):

Except through CRELHC and pursuant to this Agreement, Broker shall not perform any activities or functions in connection with or related to the sale, rent, trade, or leading of real estate, including, without limitation, any personal purchase or sale real estate transaction or For Sale By Owner transactions.

Broker shall not perform any activities or functions on behalf of any broker other than CRELHC in connection with or related to the sale, rent, trade, or leasing of real estate.

Agent or Broker shall only practice real estate to the extent that agent or broker shall refer clients to an active agent or broker.

Other than the compensation from CRELHC as provided in this Agreement, Broker shall not accept compensation from any other broker or real estate professional for the performance of any activities under the License Act in connection with or related to the sale, rent, trade, or leading of real estate, including, without limitation, any secretarial, computer, or any work for which federal income taxes are reported or withheld.

Broker shall not enjoy or utilize (i) use of the term REALTOR®; (ii) access to the office, equipment, or computer link to the Multiple Listing Service (“MLS”) of any broker other than CRELHC; and (iii) any other rights, privileges, or benefits obtained or held by Broker as a result of Broker’s employment and association with, and sponsorship by, any broker other than CRELHC prior to the Transfer Date.

Broker shall engage in real estate activities only on a limited basis and shall not be actively involved in real estate activities on a full-time basis.

All correspondence and forms used by Broker, or presented to clients, related to any real estate transaction under this Agreement shall be subject to CRELHC's review and approval.

Broker shall not use Broker's real estate license to directly list or show property for sale, rent, trade or lease. Broker shall submit to CRELHC any prospects and/or referrals for the purchase, rent, trade or lease of real estate.

Section 3. Referrals and Commissions

At all times after the Transfer Date, Broker shall forward to CRELHC any referral or lead that Broker obtains relating to a prospective buyer or seller of real estate, or the rental or leasing of real estate (“Referral”). All Referrals forwarded to CRELHC shall include as much detailed information about the Referral is as reasonably available and shall be administered in accordance with this Agreement. CRELHC may reject any Referral submitted by Broker in CRELHC's sole discretion.

CRELHC will pay to Broker a referral fee ("Referral Fee") equal to 80 percent of the referral fee that CRELHC is entitled to and actually receives for its part in the completion of a real estate transaction resulting from a Referral ("Real Estate Transaction"). Subject to the provisions of this Section, the Referral Fee under this Subsection when earned and paid to CRELHC, shall be divided between CRELHC and Broker, after deduction of all expenses, as specified in this Section. CRELHC shall notify Broker of any change in the Referral Fee schedule.

CRELHC will not be responsible for any Referral Fee unless and until the Referral Fee that CRELHC is entitled to is actually received by CRELHC and unchallenged. CRELHC will pay Broker the Referral Fee required under this Section as soon as practicable after actual receipt by CRELHC of the Referral Fee related to the Real Estate Transaction and after the conclusion of any proceeding challenging in any way CRELHC's right to the Referral Fee related to the Real Estate Transaction.

The Referral Fee is subject to reduction by CRELHC in an amount necessary for CRELHC to be reimbursed for any expenses that CRELHC incurs in the collection of the commission or fee that CRELHC is entitled to with regard to any Real Estate Transaction that resulted from a Referral

Section 4. Real Estate License and Dues

Broker shall pay the entire cost of Broker's Illinois license required under the License Act. Broker shall also comply with all continuing education requirements, and shall pay all costs relating to all continuing education, necessary to comply with the License Act.

Broker shall pay to CRELHC on the Effective Date of the Agreement and on each annual anniversary date of the Effective Date a non-refundable sponsoring broker fee ("Sponsoring Broker Fee"). The Sponsoring Broker Fee as of the Effective Date is $90.00. The Sponsoring Broker Fee may be increased or decreased in CRELHC's sole discretion. Any increase or decrease shall not change Broker's obligation to pay the Sponsoring Broker Fee as provided in this Subsection.

Broker shall pay any fees or costs related to any associations, membership organizations or trade associations to which Broker belongs.

Broker shall not furnish to any person, firm, company, or corporation any information related to CRELHC's clients, customers, properties, prices, terms of negotiations, policies or relationships with clients and customers, or any other information concerning CRELHC or its business operations. Broker shall not remove from the files or from the office of CRELHC any maps, books, or publications, cards, or records, investor or prospect lists, or any other material, files or data. Broker acknowledges that these records and information are the sole property of CRELHC. CRELHC will provide Broker upon request Photostats of certain instruments pertaining to transactions in which Broker materially participated and has a bona fide interest. The terms of this Subsection shall survive the termination of this Agreement.

Section 5. Broker Status.

Agent or Broker and Chicago Real Estate License Holding Company acknowledge and agree that Agent or Broker shall be an independent contractor with no affiliation to Chicago Real Estate License Holding Company other than that outlined in this agreement. Agent or Broker shall not be considered an employee or partner of Chicago Real Estate License Holding Company. As such, Chicago Real Estate License Holding Company shall have no responsibility to withhold state or federal employment taxes fromAgent or Broker’s referral fees, nor to make any payments or contributions towards workman’s compensation or unemployment.

Section 6. Compliance.

CRELHC and Broker shall comply with all law, regulations, codes of conduct, and ethical rules applicable to real estate transactions, including, without limitation, the License Act and all rules and regulations issued under the License Act. Broker shall also specifically comply with all applicable fair housing, anti-discrimination, and anti-trust laws, rules, and regulations.

Section 7. Term; Termination; Pre-Termination Referrals

Term. This Agreement will continue in full force and effect indefinitely from the Effective Date. Agent or Broker may terminate this Agreement at any time with 30 days advance written notice. Chicago Real Estate License Holding Company may terminate this agreement immediately at any time for non-payment or for violation of the rules and regulations of the License Act or other professional misconduct.

In the event that this agreement is terminated by either party, Chicago Real Estate License Holding Company shall return Agent or Broker’s signed off license to the IDFPR. If Chicago Real Estate License Holding Company has not received Agent or Broker’s license, Chicago Real Estate License Holding Company shall submit a signed off 45 day permit sponsor card or other documentation to sever all ties between Chicago Real Estate License Holding Company and release Agent or Broker to transfer to another sponsoring broker.

If Agent or Broker has submitted any leads or referrals to Chicago Real Estate License Holding Company prior to termination, Chicago Real Estate License Holding Company shall retain said leads or referrals. Agent or Broker shall assist Chicago Real Estate License Holding Company Agent or Broker shall receive compensation for any closed transactions resulting from leads or referrals submitted to Chicago Real Estate License Holding Company prior to termination provided that Agent or Broker still holds a real estate license in good standing with the IDFPR.

Agent or Broker shall not be entitled to compensation for any leads or referrals submitted to Chicago Real Estate License Holding Company after termination of this agreement.

Section 8. Litigation and Defense of Agreement

If an Agent or Broker affiliated with Chicago Real Estate License Holding Company is involved with any lawsuits or other disciplinary proceedings, or has reason to believe that such action may be taken, Agent or Broker will immediately notify Chicago Real Estate License Holding Company and provide Chicago Real Estate License Holding Company with all documentation pertaining to the litigation. Agent or Broker and Chicago Real Estate License Holding Company will endeavor to avoid any and all such litigation. Should action be taken against Agent or Broker, Agent or Broker shall cooperate fully with Chicago Real Estate License Holding Company and shall accept Chicago Real Estate License Holding Company’s determination as to course of action. Agent or Broker further grants Chicago Real Estate License Holding Company power of attorney in any litigation arising out of Agent or Broker’s real estate activities while sponsored by Chicago Real Estate License Holding Company.

Agent or Broker indemnifies and holds harmless Chicago Real Estate License Holding Company from any and all losses, damages, claims, or liabilities incurred by the terms and conditions of this agreement or any action taken as a result of said terms and conditions.

Section 9. Enforcement.

Agent or Broker or Chicago Real Estate License Holding Company has the right to enforce the performance of the terms and conditions of this agreement. Should either party bring litigation against the other, the prevailing party shall be compensated by the other party for all costs and expenses associated with said litigation.

Section 10. General Provisions.

Any modifications or amendments to this agreement shall be in writing.

Time of the Essence. Time is of the essence in the performance of all terms and provisions of this Agreement.

Rights Cumulative. Unless expressly provided to the contrary in the Agreement, each and every one of the rights, remedies and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other such rights, remedies and benefits allowed by law.

Chicago Real Estate License Holding Company shall not be considered to have waived its rights set forth in this agreement should it choose not to exercise those rights and may exercise those rights at any time in the future.

At any time that Agent or Broker and Chicago Real Estate License Holding Company should be required to consent to or approve any matter pertaining to this agreement, said consent or approval shall be in writing and shall not be unreasonably withheld.

This agreement shall be governed by the rules of the State of Illinois.

Entire Agreement. This Agreement shall constitute the entire agreement of the parties to this Agreement; all prior agreements between the parties, whether written or oral, are merged in this Agreement and shall be of no force and effect.

Headings. The headings, titles, and captions in this Agreement exist solely for convenience and have no effect on the scope or breadth of this agreement.

Any reference to “day” or “days” shall mean business days.

This agreement is solely between Agent or Broker and Chicago Real Estate License Holding Company. As such, the rights and interests granted under this agreement are non-transferable. In addition, no claim as a third party beneficiary shall be accepted or

recognized as valid.

IN WITNESSWHEREOF, the parties hereto accept the terms and conditions of this agreement as of the date listed above.