Sage Referral Associates

This Independent Contractor Agreement ("Agreement") is entered into by and
between:

Sage Referral Partners, LLC (hereinafter referred to as the "Company"), a company
formed under the laws of the State of Oklahoma and having its principal office at 1047 NW 68th Street, Oklahoma City, OK 73116,

and

(hereinafter referred to as the "Contractor"), an individual licensed under the laws of the State of Oklahoma to engage in real estate services.

WHEREAS, the Company facilitates real estate professionals maintaining their real estate licenses and earning referral commissions, without engaging in active real estate transactions or brokerage services.

WHEREAS, the Contractor desires to affiliate with the Company for the purpose of maintaining a real estate license and earning referral commissions without performing
any licensed real estate activities.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
below, the parties agree as follows:

1. The Contractor is an independent contractor and not an employee, partner, or agent of the Company.
2. This Agreement does not create an employment relationship, joint venture, or partnership between the parties.
3. The Contractor retains discretion over their activities and schedule, subject only to compliance with applicable laws and regulations.

1. Contractor shall not perform any activities that require a real estate license.
2. Contractor's role is limited to referring clients to licensed real estate
   professionals or brokerages.
3. All referral agreements shall be facilitated in the name of the Company.
4. Contractor agrees to maintain an active real estate license in good standing with
   the Oklahoma Real Estate Commission at their own expense.

The Company shall:

1. Provide administrative support for license renewal and compliance with state real estate laws.
2. Facilitate the collection and distribution of referral commissions as described in this Agreement.

The Contractor agrees to:

1. Refer potential clients to the Company or designated recipients.
2. Comply with all applicable real estate laws, ethical standards, and Company policies.
3. Pay any required fees for membership, license renewal, and related expenses.

1. Contractor’s sole compensation shall be referral commissions received by the Company from completed transactions.
2. Contractor shall be paid according to the terms outlined in Exhibit A.
3. The Company shall issue Form 1099 for tax purposes, and the Contractor is responsible for all applicable taxes.

1. Contractor shall maintain the confidentiality of Company business practices, client information, and referral agreements.
2. All files, documents, and information related to referrals facilitated under this Agreement remain the exclusive property of the Company. 

1. Either party may terminate this Agreement with seven (7) days’ written notice.
2. Upon termination, the Contractor shall return all Company property and cease using the Company’s name in any capacity.
3. The Contractor will be entitled to referral commissions from referrals made before termination if the transaction closes within 90 days of termination.

1. Any disputes arising out of this Agreement shall first be submitted to mediation.
2. If mediation is unsuccessful, disputes shall be resolved by arbitration in accordance with the laws of the State of Oklahoma.

1. Entire Agreement: This Agreement represents the entire understanding between the parties.
2. Amendments: Amendments to this Agreement must be in writing and signed by both parties.
3. Governing Law: This Agreement shall be governed by the laws of the State of Oklahoma.
4. Severability: If any provision is found invalid, the remaining provisions shall remain in full force and effect.

A. Indemnification by Contractor

i. The Contractor agrees to indemnify, defend, and hold harmless Sage Referral Partners, LLC (the “Company”), its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, liabilities, losses, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”), whether direct, indirect, or consequential, arising out of or related to:

ii. Contractor Activities: Any act, omission, negligence, gross negligence, or willful misconduct of the Contractor, including but not limited to those related to referrals, communications, or interactions with clients, real estate professionals, or third parties.

iii. Breach of Law or Regulation: Any failure by the Contractor to comply with applicable federal, state, or local laws, rules, regulations, or licensing requirements, including but not limited to the Oklahoma Real Estate License Code and Rules, the Fair Housing Act, the Real Estate Settlement Procedures Act, and all other laws governing real estate practices.

iv. Complaints or Investigations: Any complaint, investigation, audit, hearing, or enforcement action initiated by the Oklahoma Real Estate Commission (OREC) or any other regulatory body as a result of the Contractor’s activities, including any resulting fines, penalties, sanctions, or costs of compliance.

v. Representations to Third Parties: Any representation, statement, or promise made by the Contractor to any third party, regardless of whether such representation, statement, or promise was authorized by the Company.

vi. Referral Activities: Any referral made by the Contractor to a third party, including but not limited to actions or omissions of the receiving party. 

vii.Tax Obligations: Any taxes, penalties, or fees owed by the Contractor to any governmental authority in connection with compensation received under this Agreement.

B. Defense Obligations

i. Contractor’s Duty to Defend: The Contractor shall, upon the Company’s written request, promptly assume the defense of any claim, investigation, or action brought against any Indemnified Party with legal counsel reasonably acceptable to the Company.

ii. Failure to Defend: If the Contractor fails to assume or diligently conduct the defense within five (5) business days of the Company’s request, the Company may assume the defense of such claim, investigation, or action and charge all costs and expenses incurred to the Contractor, including attorneys’ fees and costs.

iii. OREC Matters: For any complaint, investigation, or enforcement action by OREC arising from the Contractor’s actions, the Contractor shall be solely responsible for preparing responses, attending hearings, and paying any associated fines, penalties, or costs. The Contractor shall reimburse the Company for any expenses incurred in connection with such matters, including but not limited to legal fees and administrative costs.

C. No Settlement Without Consent. The Contractor shall not settle or compromise any claim, investigation, or proceeding for which indemnity is provided under this Agreement without the prior written consent of the Company. Consent shall not be unreasonably withheld if the settlement:

i. Fully releases the Indemnified Parties without imposing any liability, obligation, or admission of wrongdoing on their part; and 

ii. Does not impose injunctive relief or other equitable remedies against the Company.

D. Limitation of Liability of the Company. Under no circumstances shall the Company be liable to the Contractor for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of business, or loss of data, arising out of or related to this Agreement or any complaint, investigation, or enforcement action by OREC or any other regulatory body, regardless of whether the Company was advised of the possibility of such damages.

E. Survival of Obligations. The obligations of this Section shall survive the termination or expiration of this Agreement, regardless of the reason for termination, and shall continue in full force and effect as to any claims, complaints, investigations, or fines arising from acts or omissions occurring during the term of this Agreement.

This Compensation Agreement is attached to and forms a part of the Independent Contractor Agreement dated below by and between Sage Referral Partners, LLC (hereinafter referred to as the "Company") and Contractor as defined in the foregoing Independent Contractor Agreement.

Effective upon the date real estate license is transferred to Company, the Contractor agrees to the following compensation terms:

Unless otherwise agreed to in writing, for all referrals made by theCompany to Sage Sotheby’s International Realty, the Company will receive a 30%referral fee from the gross commission income generated by the transaction.

1. Activation Fee: A one-time $50 activation fee is required to affiliate with the Company.
2. Plan Fees as selected above.
3. Royalty: No royalty will be charged.
4. Transaction Fee: No transaction fee will be assessed.

Subscription fees for monthly or yearly plans must be paid by auto-draft in advance and are nonrefundable. Referral commission splits will be disbursed according to the selected plan and only after the Company has received payment in full for the referral from the recipient brokerage.

The Contractor may upgrade or downgrade their plan by providing written notice to the Company. Changes to plans will take effect at the beginning of the next calendar year.