Along with Agent’s independent contractor agreement with Broker (as may be amended and/or restated from time to time, collectively, the “ICA”), these Terms of Engagement (the “Terms”) govern Agent’s performance of real estate brokerage services (the “Services”) during Agent’s affiliation with Broker. Any capitalized term used but not defined below has the definition set forth in Agent’s most recent ICA.
1. Agent Obligations.
(a) Representations, Covenants, and Warranties. Agent represents, covenants, and warrants to Broker and Broker’s parent, subsidiary, or otherwise affiliated entities (collectively, “Affiliates”) that: (i) Agent has full legal authority to enter into the ICA and perform the Services; (ii) subject to applicable Laws (as defined below), Agent’s real estate license(s) will only be associated with Broker’s or Affiliates’ real estate broker’s license; (iii) Agent will maintain Agent’s real estate license(s) in good standing at all times; (iv) all business expenses incurred by Agent in connection with the Services will be paid for by Agent, unless specified otherwise in the ICA; (v) there is no threatened, pending, or current dispute, claim, investigation, arbitration, and/or litigation (each, a “Dispute”) against Agent as of the Start Date that is outstanding, and no Dispute has occurred within the 3-year period immediately preceding the Start Date; and (vi) Agent agrees to abide by the Compass National Agent Manual (together with any region-specific addendum applicable to the location of Agent’s Services, collectively, the “Manual”), which is incorporated into these Terms by reference.
(b) Compliance with Laws. Agent agrees to comply with all federal, state, and local laws, statutes, rules, and regulations (collectively, “Laws”) applicable in the jurisdiction(s) where Agent performs the Services, including, but not limited to, “fair housing” laws, “do not call” laws, state and federal privacy laws, MLS and other listing service rules and regulations, and all laws pertaining to the Services.
(c) Licensure; Eligibility. Agent represents that Agent is duly licensed to perform the Services by the applicable real estate licensing authority (the “Applicable Authority”). However, if Agent is not duly licensed as of the date Agent signs the ICA, then Agent will not conduct any business that requires a real estate license––including, but not limited to, marketing and advertising, representing buyers, tenants, landlords, or sellers in a real estate transaction, soliciting listings, acting as a referral-only agent, and accepting commission payments––until Agent is authorized to conduct such business by the Applicable Authority. Agent understands and agrees that the ICA will not become effective until the date on which (i) Agent is authorized by the Applicable Authority, and (ii) Agent associates Agent’s real estate license with Broker (the “Association Date”), except that Agent’s below obligations regarding confidentiality and third-party restrictive covenants will take effect upon Agent’s execution of the ICA. If the Association Date does not occur within 10 days of the Start Date of the ICA, Broker may unilaterally void the ICA. Agent must be duly licensed and actively affiliated with Broker at the time of payment in order to receive any Incentives offered under the ICA. Any non-statutory stock option and/or restricted stock unit award offered under the ICA as a percentage of the Team’s gross commissions income is contingent on Agent remaining a member of the Team through the end of the specified commissions calculation period (the “GCI Calculation Period”). If Agent ceases to be a member of such Team before the end of the applicable GCI Calculation Period, Agent will forfeit such non-statutory stock option and/or restricted stock unit award, unless otherwise expressly agreed to by Broker in writing.
(d) Third-Party Restrictive Covenants. From the date Agent signs the ICA until the date the ICA is terminated, Agent agrees to fully comply with all restrictions applicable to Agent in a third-party contract (for example, with Agent’s prior brokerage firm) which may limit Agent’s ability to provide services for Broker, including, but not limited to, restrictions regarding the (i) disclosure of confidential information, or (ii) solicitation or recruitment of employees and/or independent contractors. Although Agent may retain Agent’s own personal and professional contacts, any data or information not generated by Agent should not be taken from the third party by Agent or shared with Broker, unless expressly permitted by the applicable third party. Prior to executing the ICA, Agent agrees to disclose to Broker the existence of any such third-party restrictive covenants applicable to Agent. Nothing in these Terms constitutes a waiver of Broker’s rights or an admission by Broker that such third-party restrictive covenants are legally enforceable.
(e) Agent’s Conduct; Cause. Any violation of this Section 1(e) will constitute “Cause” for Broker’s termination of the ICA. Agent agrees that Agent will NOT:
(i) act, or fail to act, in a way which could be reasonably determined to be a violation of codes of ethics and/or standards of professional responsibility applicable to real estate salespersons and brokers (including, without limitation, MLS, state associations of realtors, NAR, and/or similar governmental and non-governmental bodies, and Broker’s policies concerning agent conduct set forth in the Manual);
(ii) commit any act of fraud, embezzlement, theft, or other violation of applicable Laws;
(iii) disclose Broker’s Confidential Information (except as expressly permitted below);
(iv) breach Agent’s obligations set forth in the ICA and these Terms;
(v) violate Broker’s and/or Broker’s Affiliates’ written policies related to Agent’s performance of the Services, including, without limitation, any program-specific guidelines issued in connection with a program offered by Broker or Broker’s Affiliates;
(vi) willfully fail, or continue to fail after notice is given, to substantially perform Agent’s duties for Broker;
(vii) engage in or commit willful misconduct;
(viii) willfully misappropriate any business opportunity of Broker or its Affiliates;
(ix) fail to disclose the existence of any third-party restrictive covenants applicable to Agent, prior to Agent’s execution of the ICA; or
(x) violate Broker’s policies concerning an Unaffiliated Business (as set forth below).
(f) Promotional and Marketing Materials. Agent acknowledges and agrees that Agent’s use of any content, including, but not limited to, designs, images, animations, writings, drawings, graphics, videos, logos, code, illustrations, and artworks (whether independently created, provided by Broker, or procured by Agent from another source, collectively, “Content”), in connection Agent’s performance of the Services, shall be non-infringing and in compliance with applicable Laws. Use of Content includes, without limitation, uploading Content to the internet, disseminating Content to third parties electronically or otherwise, and printing and distributing Content for promotional purposes.
2. Commissions; Invoices.
(a) Payment of Commissions. All commissions due to Agent, whether during Agent’s affiliation with Broker or following termination of the ICA, will be paid after deduction of any amounts owed to Broker (including repayment obligations), in Broker’s sole discretion and subject to applicable Laws. If commissions are insufficient to satisfy the amounts due to Broker, Broker may pursue collection through additional means, including by engaging the services of a collection agency.
(b) Overdue Invoices. Agent will be invoiced for all amounts owed to Broker. In the event that an invoice balance is 30 or more days past due, whether during Agent’s affiliation with Broker or following termination of the ICA, Agent understands and agrees that Broker may, in Broker’s sole discretion and subject to applicable Laws, (i) deduct any amounts owed to Broker from commissions due to Agent, and/or (ii) automatically charge the credit card Agent has on file in accordance with Broker’s Terms of Service and Privacy Policy, until such invoice is paid in full.
3. Fees. Any fees charged by Broker are subject to change from time-to-time in Broker’s sole discretion. In exchange for Agent’s payment of such fees, Broker will provide certain support services, including access to Broker’s proprietary platform (collectively, “Broker Tools”). If Agent elects to utilize optional services offered by Broker, Broker’s Affiliates, and/or third-party vendors engaged by Broker, including, without limitation, contract-to-close services, Agent understands that Broker may charge service fees by (a) deducting from commissions due to Agent, and/or (b) automatically charging the credit card Agent has on file in accordance with Broker’s Terms of Service and Privacy Policy, subject to applicable Laws.
4. Non-Disparagement. Agent will not make any statements or take any action––or encourage any third party to make any statements or take any action––whether orally or in writing, that disparage, are critical of, are inimical to, damage, or could damage the reputation of Broker, Broker’s Affiliates, or their respective directors, officers, shareholders, employees, agents, products, business, or services, at any time during Agent’s affiliation with Broker and following termination of the ICA. Nothing in these Terms prevents Agent from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination, or any other conduct that Agent has reason to believe is unlawful.
5. Intellectual Property.
(a) Broker IP. “Broker IP” includes, without limitation: (i) all trademarks, trade dress, names, and source identifiers representing Broker’s services or brand and/or Agent’s Services or brand (if created by Broker, its representatives, or Affiliates) (collectively, “Broker’s Marks”); (ii) all creative works, including, without limitation, text, photographs, images, artwork, designs, logos, graphics, audiovisual works, sound recordings, computer programs, software code, and copyrights relating to each, which are created or otherwise acquired by Broker or Broker’s Affiliates; (iii) all inventions, discoveries, developments, improvements, and innovations, uses, processes, know-how, devices, data, tools, and technology which are conceived, designed, made, developed, or reduced to practice, whether patentable or not, on behalf of or for the benefit of Broker, its Affiliates, or any employee or agent of either, solely or jointly with others, or under its/their direction; and (iv) any related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights, applications, and registrations, in the United States and elsewhere, created, acquired, conceived, designed, made, developed, or reduced to practice in connection with the business of Broker or Broker’s Affiliates, the Services, or on behalf of or for the benefit of Broker, its Affiliates, or any employee or agent of each. Agent acknowledges that Broker owns the Broker IP and all of Broker’s claimed rights to Broker IP are valid. Agent agrees that Agent shall not infringe upon, violate Broker’s rights to, or misappropriate, any Broker IP. Upon Broker’s request, Agent shall promptly take all necessary actions to assist Broker with prosecuting, registering, perfecting, recording, or enforcing its rights in any Broker IP.
(b) Limited License of Broker’s Marks. For the duration of Agent’s affiliation with Broker, Broker grants to Agent a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sub-licensable, terminable, and royalty-free license to use Broker’s Marks in the United States, solely in connection with marketing, distributing, and providing the Services; all use of Broker’s Marks by Agent shall inure to the benefit of and be on behalf of Broker and Broker’s Affiliates. Such license, and any other license to use Broker IP or Broker’s Marks that may be provided by Broker to Agent in writing, shall immediately terminate upon termination of the ICA. Agent’s use of Broker’s Marks and the nature and quality of Agent’s marketing and provision of the Services in connection with Broker’s Marks shall, throughout Agent’s affiliation with Broker or Broker’s Affiliates, conform to the use and quality standards established by and under the control of Broker or its Affiliates, including, without limitation, any branding guidelines and style guides adopted by Broker, which may from time to time, be updated by Broker with or without prior notice to Agent. Agent acknowledges that Broker has the right and duty to assure that Agent’s marketing and provision of the Services under Broker’s Marks meet Broker’s quality standards.
(c) Agent Feedback. If Agent provides input, feedback, comments, or suggestions regarding Broker and/or its Affiliates’ services or products (collectively, “Feedback”), Agent hereby grants Broker and its Affiliates a non-confidential, unrestricted, perpetual, irrevocable, non-exclusive, worldwide, fully-paid, royalty-free, sub-licensable, and transferable right to use, copy, or modify the Feedback in any manner and for any purpose, including to improve Broker and/or its Affiliates’ existing products and services or to create new products and services, without compensation to Agent. Agent acknowledges that Broker IP shall also include any service or product that is improved or created by Broker and its Affiliates with the use of any Feedback and understands and agrees that Agent shall have no right, title or interest in or to such services or products.
6. Privacy.
(a) Broker’s Use of Personal Information. Agent acknowledges that for purposes of Agent’s utilization of the Broker Tools, Broker is deemed a “service provider” as such term is defined in the California Consumer Privacy Act (the “CCPA”) and any similar state law, as applicable. Accordingly, Broker will not (i) sell Personal Information (as defined in the CCPA); (ii) retain, use, or disclose Personal Information for any purpose other than the specific purpose of performing the services specified herein; or subject to limited exceptions, (iii) retain, use, or disclose Personal Information outside of the direct business relationship between Broker and Agent. Broker certifies that Broker understands the restrictions of being a service provider under state privacy laws and will comply with such restrictions. In the event Broker receives a valid consumer request regarding Personal Information stored for Agent in the Broker Tools, Broker will endeavor to forward such request to Agent for processing and response, and may assist in fulfilling the request, if practical. As a service provider, Broker bears no responsibility or liability for responding to consumer requests involving Personal Information stored for Agent in the Broker Tools. If Agent is a Team Member, Agent acknowledges that the Principal(s) of the Team may have access to data shared by or relating to Agent on Broker’s platform and systems, and may delegate that access to other Team Members.
(b) Affiliates and Related Parties’ Use of Personal Information. Agent understands that Broker may collect and share certain personally identifiable information per Broker’s Terms of Service and Privacy Policy, incorporated herein by reference, with its Affiliates and third-party partners and service providers (collectively, “Related Parties”) in connection with the provision of services offered to Agent, subject in all cases to applicable Laws. Agent consents to the sharing of such personally identifiable information with Broker’s Affiliates and Related Parties. Agent understands and agrees that Broker and its Affiliates and Related Parties may contact Agent through various formats including, but not limited to, phone, text, or email, which may be initiated by various automated means.
(c) Consent to Website Tracking. Agent acknowledges that Broker uses session replay technology and auto-capture features as Agent navigates Broker’s website (desktop version only) and platform. This technology tracks Agent’s movements and keystrokes as Agent uses Broker’s platform and website. Broker collects this information for both information technology debugging purposes, and to provide Broker with valuable information used when considering possible product and web enhancements. When using Broker's mobile application, Agent understands that Broker may automatically take a screenshot of Agent's screen when the mobile phone is shook. However, Agent will receive a prompt to request permission for any additional auto-captures or screenshots needed to assess the information technology matter further. Only employees in Broker’s Product/Engineering team have access to this information. At any time, Agent may void Agent’s consent to sharing this information by contacting optout@compass.com.
7. Confidential and Proprietary Information.
(a) Broker’s Confidential Information. While performing the Services, Agent may have access to Broker’s confidential information, including, without limitation: agreements, emails, data, correspondence, papers, documents, records, databases, products, electronic and paper media, data or information that is entered into and/or derived from Agent’s use of Broker Tools, information relating to clients, investors, lenders, business operations, assets, or financial affairs of Broker, trade secrets, and other sensitive information that would reasonably be considered confidential (collectively, “Confidential Information”). For the duration of Agent’s affiliation with Broker and following termination of the ICA, Agent will not disclose Confidential Information to any person or entity for any purposes, other than (i) as necessary to Agent’s legal counsel; (ii) as necessary to Agent’s financial or tax advisor; (iii) as required by applicable Laws; or (iv) as otherwise approved by Broker in writing. If Agent is required to disclose any Confidential Information in order to comply with applicable Laws, Agent will notify Broker in writing of such disclosure and will take reasonable and lawful actions to (x) avoid and/or minimize the extent of such disclosure, and (y) ensure continued confidential treatment of the Confidential Information. If Agent discloses Confidential Information without Broker’s notice or consent, then upon Broker’s request, Agent will take all actions to assist in recovering and/or destroying the disclosed Confidential Information, and mitigating any damages resulting from such unauthorized disclosure. Agent acknowledges that the terms of the ICA also constitute Confidential Information and agrees to keep them in strict confidence. If Agent violates the terms of this Section 7(a), Broker expressly reserves the right to immediately rescind and/or recover any of the Incentives offered to Agent under the ICA (except only Agent’s base commission split (i.e., Agent Split), granted non-statutory stock option awards, and/or granted restricted stock unit awards). Agent’s confidentiality obligations do not apply to any information that (1) is or becomes known to the general public without breach of these Terms; (2) is in the possession of Agent prior to Agent’s affiliation with Broker, as substantiated by documentary evidence; or (3) is independently received by Agent from a third party without legal or contractual restrictions on such disclosure. Upon termination of the ICA, Agent will promptly return or destroy all Confidential Information in Agent’s possession.
(b) Third-Party Confidential Information. Agent understands Broker may be subject to confidentiality obligations applicable to sensitive and proprietary information provided to Broker by third parties (collectively, “Third-Party Confidential Information”). To the extent Agent has access to Third-Party Confidential Information, Agent agrees to keep such Third-Party Confidential Information in the strictest confidence for the duration of Agent’s affiliation with Broker and following termination of the ICA. Agent may only use Third-Party Confidential Information as necessary in the performance of the Services and, in all cases, in a manner consistent with Broker’s agreement with the applicable third party, as indicated by Broker.
8. Dispute Resolution; Indemnification.
(a) Disputes Between Agent and Broker.
(i) As permitted by applicable Laws, all Disputes between Agent and Broker, will first be mediated by the American Arbitration Association (the “AAA”) under the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (the “Rules”). Any such Dispute not resolved by mediation will be settled by neutral binding arbitration in accordance with the Rules, as permitted by applicable Laws. For the avoidance of doubt, Broker and Agent may elect, but are not required, to mediate or arbitrate any Disputes involving claims of sexual harassment or sexual assault between the parties.
(ii) Without giving effect to the conflict of laws principles of the applicable state, the ICA and any Dispute arising from or relating to the ICA shall be governed by (x) the Laws applicable to the state in which Broker is licensed if Broker is licensed in one state; or (y) the Laws applicable to the state in which Agent’s principal place of business is located if Broker is licensed in multiple states. The location of any mediation or arbitration between Agent and Broker will be the county (or comparable governmental unit) in which Agent currently performs or last performed Services for Broker. For any arbitration between the parties, the designated arbitrator shall be experienced in the resolution of commercial independent contractor and/or employment disputes. In the event of disagreement as to the appointment of the arbitrator, the AAA will continue to provide lists of eligible arbitrators to the parties until they reach a consensus. Absent exigent circumstances, the arbitrator shall not allow for more than 1 deposition per party. Except as may be required by applicable Laws, no party, mediator, or arbitrator may disclose the existence, content, or results of any mediation or arbitration arising out of or related to the ICA, including a Dispute between Broker and Agent, without the prior written consent of all parties.
(iii) To the extent permitted by the Rules, in connection with any mediation or arbitration between the parties, Agent and Broker will each pay its own fees and expenses, including, but not limited to, attorneys’ fees, without prejudice to Broker’s right of indemnification.
(b) Other Disputes.
(i) If Agent is or becomes involved in a Dispute, Agent shall provide written notice to Agent’s sales manager and, if requested by Broker, shall cooperate fully with Broker. Such cooperation shall include, but is not limited to, participation in any Broker-initiated investigation pertaining to the Dispute. Failure to cooperate may lead to disciplinary action up to and including termination of the ICA.
(ii) In Disputes where Broker agrees to provide assistance to Agent, including where Broker brings a claim or counterclaim on Agent’s behalf, such as pursuing a commission, (x) Broker, in its sole discretion, shall choose outside counsel, direct the litigation, determine any settlement value, as applicable; and (y) the parties shall share all fees, expenses, and recovered amounts in proportion to the commission split applicable to Agent at the time such Dispute is first initiated, unless otherwise agreed upon by the parties in writing.
(c) Waiver of Class Action and Jury Trial. To the fullest extent permitted by applicable Law, each party waives the right to (i) litigate in court; (ii) arbitrate any Dispute as a class action, either as a member of a class or as a representative; and (iii) act as a private attorney general. Each party understands that by entering into the ICA, which incorporates by reference these Terms, each party is, to the fullest extent permitted by applicable Law, knowingly, willingly, and intentionally giving up their right to a jury trial in the event of a Dispute between Broker and Agent.
(d) Indemnification. To the extent that Broker’s errors & omissions insurance policy does not cover the Costs (as defined below), Agent shall fully indemnify, defend and hold harmless Broker, Affiliates, and their respective owners, shareholders, officers, directors, managers, employees, and agents (along with Broker and Affiliates, collectively, the “Indemnified Parties”) from all claims, damages, costs, expenses, judgments, awards, and liabilities, including reasonable attorneys’ fees (collectively, the “Costs”), arising from or related to any act or omission of Agent.
(e) Disputed Commissions. If either party makes a good faith contest of a commission due pursuant to the ICA, then, subject to applicable Laws, Broker shall have the right to hold the disputed commission in escrow for up to 2 financial quarters pending a final binding resolution of the contest. Thereafter, any unresolved Dispute involving such commission shall be resolved in accordance with the terms set forth in this Section 8.
9. Unaffiliated Businesses. An “Unaffiliated Business” is any third-party business not affiliated with Broker or Broker’s Affiliates, which Agent was formerly, is currently, or in the future may become involved with in any capacity (e.g., as an owner, manager, director, officer, shareholder, employee, consultant, advisor, etc.), directly or indirectly. Unless otherwise set forth in a written agreement between Broker and the Unaffiliated Business, Broker is not associated with the Unaffiliated Business and will not be subject to any obligations of the Unaffiliated Business. If Agent is associated with an Unaffiliated Business, Agent, in Agent’s individual capacity and on behalf of the Unaffiliated Business, shall indemnify and hold harmless the Indemnified Parties from and against all claims, liabilities, damages, losses, expenses, penalties, fines, sanctions and the like, including reasonable attorney’s fees and expenses incurred by Broker, which arise out of the Unaffiliated Business or any act or omission of Agent in connection with the Unaffiliated Business. If Agent Is associated with an Unaffiliated Business as of the Start Date, or associates with an Unaffiliated Business at any time during Agent’s affiliation with Broker, Agent agrees to: (a) provide written notice to Broker of such Unaffiliated Business; (b) follow all policies set forth by Broker regarding Unaffiliated Businesses, including obtaining approval where applicable and signing a freestanding indemnity agreement; (c) ensure that such Unaffiliated Business is in compliance with applicable Laws at all times; and (d) obtain any general liability insurance or other insurance required by Broker or applicable Laws.
10. Agent Workspaces. An “Agent Workspace” is any office location (including a home office) used by Agent where Broker or Broker’s Affiliate is not the owner, lessee, or sublessee. If Agent elects to perform the Services from an Agent Workspace, Agent shall indemnify and hold harmless the Indemnified Parties from and against all claims, liabilities, damages, losses, expenses, penalties, fines, sanctions and the like, including reasonable attorney’s fees and expenses incurred by Broker, which arise out of the Agent Workspace or any act or omission of Agent in connection with the Agent Workspace. Agent will ensure the Agent Workspace is, at all times, in compliance with applicable Laws and Broker’s policies regarding Agent Workspaces, including, without limitation, by cooperating with Broker to obtain a branch office license where required. Unless the Agent Workspace is properly licensed or registered and compliant with applicable Laws Agent will not display Compass-branded signs, meet with clients, or otherwise advertise, market, or represent the office space in a manner that would reasonably lead the public to believe that the Agent Workspace is owned and operated by Broker or any of Broker’s Affiliates. Nothing in this Section limits or modifies Broker’s responsibility to oversee Agent’s performance of the Services in an Agent Workspace in compliance with applicable Laws. If Agent elects to use an Agent Workspace at any time during Agent’s affiliation with Broker, Agent agrees to: (a) maintain all market-appropriate insurance policies, and add Broker as an additional insured to all such policies; (b) complete any paperwork which Broker may require, such as a freestanding indemnity agreement; (c) notify Broker in writing of the address, or change of address, of Agent’s Workspace; and (d) protect and safeguard Broker’s Confidential Information in the Agent Workspace with at least the same degree of care as Agent would use to protect Agent’s own confidential information, but in no event with less than a commercially reasonable degree of care.
11. Independent Contractor Relationship. The ICA creates an independent contractor relationship between Agent and Broker. Agent is not an employee of Broker and will not represent themselves as such to any third party. As an independent contractor, Agent is not entitled to any benefits such as social security, unemployment, medical, or pension payments. Subject to applicable Laws, Broker will not restrict Agent’s activities to a particular geographical area, or dictate Agent’s day-to-day performance of the Services (e.g., schedule, hours, meetings, time off, etc.). Agent is responsible for filing all income tax returns, paying all required income and withholding taxes, and procuring any required general liability and workers’ compensation insurance at Agent’s sole cost, unless otherwise required by applicable Laws. As an independent contractor, Agent (a) will be paid a commission on sales, without deduction for taxes, based on sales or other output; (b) will not be entitled to a draw against commissions; and (c) will not receive any remuneration related to the number of hours worked. Subject to the ICA and these Terms, Agent is free to engage in outside employment and is permitted to work from any location, on any days and hours, and in any way Agent elects. Broker may offer Agent opportunities to attend trainings and meetings, such as product trainings, marketing forums, community events, and periodic sales meetings, but Agent’s attendance is optional in all cases, unless otherwise required by applicable Laws.
12. Auto-Renewal of ICA. Agent understands that the commercial terms and/or Incentives offered in the ICA are only available to Agent during the time periods expressly noted in the ICA. Following the expiration of the time periods specified in the ICA, (a) the independent contractor relationship between Agent and Broker will automatically renew for successive 12-month periods (“Renewal Periods”) without further documentation, and (b) in lieu of the expired commercial terms and/or Incentives, Agent will be subject to the then-current, region-specific policies set forth in the Manual during the Renewal Periods (including regarding commission splits and fees). If the ICA is unclear as to the end date of an Incentive, such Incentive will expire on the first anniversary of the Start Date of the applicable ICA. If Agent and Broker enter into a subsequent ICA, the ICA dated last in time will govern and supersede all prior agreements, unless otherwise agreed to in writing between the parties. If a previous understanding between the parties results in an equity grant to Agent that is inconsistent with the most current ICA, Agent consents to the cancellation or amendment of such previous equity grant. Absent such an inconsistency, nothing in a subsequent ICA shall void or otherwise affect any executed non-statutory stock option and/or restricted stock unit award agreements entered into between Agent and Broker or Broker’s Affiliates.
13. Modification of the ICA. The terms of the ICA may only be modified by a written agreement signed by Agent and Broker.
14. Termination. Either Agent or Broker may terminate the ICA (“Disassociation”), for any reason and at any time, upon written notice to the other party.
15. Notices. A notice will be deemed duly delivered on the earliest of (a) the date sent, if transmitted via email during normal business hours to the receiving party’s email address provided in the ICA, and otherwise on the subsequent business day if transmitted after normal business hours; or (b) the date of delivery, or refusal to accept delivery, if sent by a nationally recognized courier to the receiving party’s mailing address provided in the ICA. Agent agrees to promptly notify Broker in writing of any changes to Agent’s mailing address and personal, non-Compass email address. Broker is entitled to rely upon the last known mailing address and non-Compass email address for Agent in Broker’s records, and any notices mailed or electronically transmitted by Broker or Broker’s Affiliates to such addresses will be considered effective.
16. Miscellaneous.
(a) Entire Agreement; Section Headers. The most recent ICA, these Terms, and the Manual constitute the entire understanding between the parties, and supersede all prior agreements, in any form, relating to Agent’s performance of the Services as an independent contractor of Broker. Section headers used in the ICA and these Terms are included for reference purposes only and will not affect the meaning or interpretation of any provision.
(b) No Presumption. Agent acknowledges that Agent had the opportunity to review the ICA and these Terms with Agent’s independent legal counsel prior to executing the ICA. Accordingly, the ICA and these Terms will be construed as if drafted jointly. In the event of an ambiguity, any presumption or rule of law that would require interpretation against the drafting party is expressly waived.
(c) Survival; Severability. These Terms will survive the termination of the ICA. If any portion of the ICA or these Terms is deemed invalid or void at law, the ICA and/or the Terms will be construed as though that portion had not been inserted and the remainder will remain in full force and effect.
(d) No Waiver. Broker’s failure to enforce a provision set forth in the ICA, these Terms, or the Manual shall not be construed as a waiver of Broker’s right to demand strict performance of the ICA, these Terms, or the Manual, as applicable.
(e) Successors and Assigns. The ICA and these Terms shall be binding upon, and inure to the benefit of, Broker and Agent and their respective heirs, executors, administrators, successors, and assigns. Agent may not assign the ICA, nor Agent’s rights and/or obligations under the ICA, without the prior written consent of Broker.
(f) Modification of these Terms; Conflicting Terms. These Terms are subject to modification, and may be updated from time-to-time in Broker’s sole discretion. In the event of a conflict between the ICA and these Terms or the Manual, the ICA will supersede any such inconsistency.
Compass (Last Rev. 9.15.23 v22)