Prairie State Referral Network Application

Name*

First NameLast Name

Address*

Street Address

Street Address Line 2

CityState

Zip CodeCountry

Date of Birth*

MonthDayYear

License Number*

Email Address*

example@example.com

Cell Phone Number*

Please enter a valid phone number.

What Company are you coming from?*

What Association are you coming from?*

How did you learn about the Prairie State Referral Network?*

STATEMENT OF BUSINESS PRINCIPLES
PRAIRIE STATE REFERRAL NETWORK is designed to provide agents the opportunity to place referrals with other brokers and receive a referral fee. PRAIRIE STATE REFERRAL NETWORK provides the framework for this to be accomplished. It is done with the highest level of professionalism for all members.

EQUAL EMPLOYMENT OPPORTUNITY POLICY
PRAIRIE STATE REFERRAL NETWORK provides equal employment opportunities without regard to race, color, religion, sex, national origin, ancestry, age, order of protection status, marital status, physical or mental disability, military status, sexual orientation, pregnancy, gender identity, or unfavorable discharge from military service, and any other protected class in any area where this business operates to all qualified employees and applicants for employment. This policy applies to all areas of employment, job assignment, training, promotion, transfer, compensation, discipline, and discharge. The company abides by all federal, state, and local laws regarding employment practices, including, but not limited to the Americans with Disabilities Act.

POLICY AGAINST SEXUAL HARASSMENT
Any harassment of a member, whether agent, employee, or applicant, because of race, color, religion, sex, national origin, ancestry, age, order of protection status, marital status, physical or mental disability, military status, sexual orientation, pregnancy, gender identity, or unfavorable discharge from military service is clearly prohibited and will not be condoned. Sexual harassment is one form of discrimination which is illegal and violates the company's equal employment opportunity policy. PRAIRIE STATE REFERRAL NETWORK maintains a strong policy prohibiting any form of sexual harassment.

No agent, staff member, customer, or vendor, male or female, may sexually harass an employee, agent or other person associated with the company by:

1. Making unwelcome sexual advances or requests for sexual favors or other verbal or physical conduct of a sexually suggestive nature; or

2. Making submission to or rejection of such conduct the basis for employment, continued employment or any other employment decision affecting the employee; or

3. Creating an intimidating, hostile or offensive working environment by such conduct.

Any agent or employee who has been found to have sexually harassed another broker or employee will be subject to appropriate discipline up to and including discharge from association or employment.

This policy applies equally to any work‑related sexual harassment by or to both men and women employed by or associated with the company or who deal with the company in our business, and it is not limited to supervisor/employee or manager/agent relations or to conduct occurring on premises or during working hours.

Any agent or employee who believes that they are being or has been sexually harassed by another agent or employee should promptly take one or more of the following steps:

1. If appropriate, discuss the situation directly with the person whom you feel is harassing you, and politely request that the person cease harassing you because you feel you do not like or welcome their conduct. You might also add that if such conduct does not cease altogether, you will take further steps under this procedure. (If the person involved is a customer or client, please refer the complaint to senior management instead.)

2. If you believe that some adverse employment consequence may result from your discussions with that person, or if the harassment continues, go to a higher level of supervision including any senior executive of the company. You may be required to state in writing the specific details of the harassing behavior including date, time, place, and witnesses, if any.

An investigation of any complaint will be undertaken immediately. All complaints will be managed in a prompt, confidential manner as far as the investigation permits. There will be no adverse action directed toward any complaining agent or employee or witness because of making or supporting the complaint unless there clearly was bad faith.

INDEPENDENT CONTRACTOR/EMPLOYEE AGREEMENT
PRAIRIE STATE REFERRAL NETWORK associates with agents only for the purpose of allowing the agents to place referral and receive referral fees. Agents will complete an Independent Contractor Agreement that clearly defines the limits of activities that agents may engage in as a PRAIRIE STATE REFERRAL NETWORK member.

1. Income Taxes: All income taxes, federal and state, are the responsibility of the agent. The company does not withhold or pay Social Security taxes on commission earnings. The agent must pay self-employment tax.

2. Unemployment Taxes: As an independent contractor, the agent is not covered under state or federal unemployment laws. Independent contractor real estate agents acting under an agreement such as the PRAIRIE STATE REFERRAL NETWORK form and compensated by commission, are exempt from the unemployment laws by Illinois statute. Accordingly, PRAIRIE STATE REFERRAL NETWORK does not pay unemployment taxes on the earnings of its agents.

3. Worker's Compensation: As with unemployment taxes, an independent contractor real estate agent signing an independent contractor agreement like the PRAIRIE STATE REFERRAL NETWORK form and compensated by commission are exempt from the worker's compensation laws by Illinois statute. Given this statute, PRAIRIE STATE REFERRAL NETWORK does not cover agents under its worker's compensation insurance policy. A agent should check that their insurance, particularly health and accident insurance, is adequate.

4. Expenses: As an independent contractor, each broker is expected to be in business for herself/himself. The expenses of that business will be the responsibility of the agent.

OFFICE HOURS
PRAIRIE STATE REFERRAL NETWORK maintains regular office hours of 8:30 – 5:00 Monday through Friday. The office may be operating in a virtual environment, available by phone or email. All federal holidays will be observed. Most business will be transacted in a virtual environment.

TRAINING PROGRAM AND SCHEDULE
All training required to meet licensing requirements in Illinois must be completed in a timely fashion to maintain membership of the PRAIRIE STATE REFERRAL NETWORK. Opportunities to complete the training will be offered throughout the year. The agent will bear all continuing education costs.

INQUIRIES/VISITS BY GOVERNMENT OFFICIALS
Any inquiry of any type by a government official, whether by telephone, letter or in person, should immediately be forwarded to the designated managing agent.

AGENT SAFETY
It is critically important that a agent be aware of safety risks inherent in any business. Because of the nature of PRAIRIE STATE REFERRAL NETWORK, referrals create some specific safety concerns. The need for confidentiality of any information gained during the referral process is paramount. Any documentation obtained must also be maintained in a secure manner.

The prohibition set forth above extends to all places where employee or broker conducts business for or on behalf of the Company, including the Company’s offices, clients’ offices or residences, showings, broker tours, open houses, listing presentations, sales meetings, trade meetings and conventions or other Company-sponsored events.

ADVERTISING
Members of PRAIRIE STATE REFERRAL NETWORK maintains relationships with past clients and may discover an interest person may have in buying or selling a home. PRAIRIE STATE REFERRAL NETWORK members may only pass a referral to another agent. The member is prohibited from actively engaged in the showing, listing, or purchasing a property.

Advertising for active business is prohibited. Reminding past and future clients that you may place a referral to a agent who is active in business is acceptable. All Illinois laws regarding advertising apply.

BROKERAGE RELATIONSHIP
The member of PRAIRIE STATE REFERRAL NETWORK simply passes a referral to an active agent. They do not establish an agency relationship with the person being referred to another active agent.

COMPENSATION POLICY
Members of the PRAIRIE STATE REFERRAL NETWORK are compensated with the referral fee negotiated with the active agent’s brokerage company.

As an example:

Susan, a PRAIRIE STATE REFERRAL NETWORK has a friend, Joan, in another state who is selling her home. Susan contacts PRAIRIE STATE REFERRAL NETWORK and a referral to a listing agent, John is placed with a company in that state. The home sells and John receives compensation of $4,000. The referral fee was 25% of John’s compensation so PRAIRIE STATE REFERRAL NETWORK will receive $1,000. Susan, according to her agreement with PRAIRIE STATE REFERRAL NETWORK, receives 90% of that compensation, $900.00.

Referral fees with the other company are negotiated between PRAIRIE STATE REFERRAL NETWORK and the receiving brokerage. Referrals will be placed first with the member’s choice and if that is not possible, with an appropriate company.

PRAIRIE STATE REFERRAL NETWORK will follow the referral until the completion of the transaction. Communication between the referring and receiving agent is acceptable but not required.

FAIR HOUSING POLICY
PRAIRIE STATE REFERRAL NETWORK believes that fair housing policies are not just the law of the land but are the right thing to do. PRAIRIE STATE REFERRAL NETWORK maintains a strong policy upholding all federal, state, and local fair housing laws.

Accordingly, PRAIRIE STATE REFERRAL NETWORK, prohibits any agent or staff member from discriminating against any person in the provision of any of the Company's services because of the person’s race, color, religion, sex, national origin, ancestry, age, order of protection status, marital status, physical or mental disability, familial status, military status, sexual orientation, pregnancy, gender identity, unfavorable discharge from military service, or any other class protected by Article 3 of the Illinois Human Rights Act or by local fair housing ordinances in areas in which the company does business. The parties agree to comply with all applicable federal, state, and local fair housing laws.

Discriminatory choices that “express” a preference for a referral partner of a particular race, color, religion, sex, handicap, marital status, familial status, national origin, ancestry, age, military status, sexual orientation, pregnancy, gender identity, or order of protection status are prohibited.

ANTITRUST POLICY
PRAIRIE STATE REFERRAL NETWORK maintains a s policy against any antitrust involvement by the Company, its agents, or employees. PRAIRIE STATE REFERRAL NETWORK prohibits any agent or staff member from making any agreement or suggestion with a competitor, including an individual agent, that they or the company is discussing, considering, or activating any agreement that would violate this policy.

RISK REDUCTION
PRAIRIE STATE REFERRAL NETWORK advocates and encourages the concept of risk reduction. A significant majority of the claims filed against real estate agents and agents allege some type of misrepresentation or fraud. The trend of the law in the real estate industry is for increased disclosure. PRAIRIE STATE REFERRAL NETWORK has the following policies regarding risk reduction and disclosure.

1. COMPLIANCE WITH ALL LAWS, RULES, AND REGULATIONS: As an agent with PRAIRIE STATE REFERRAL NETWORK, each agent assumes the obligation of strict compliance with all laws, rules and regulations which govern real estate agents in the State of Illinois.

2. COMPLIANCE WITH THIS POLICY MANUAL: As an agent of PRAIRIE STATE REFERRAL NETWORK each agent agrees to comply with all policies as stated in this manual and its additions, changes, and amendments as from time to time published by management of the company. Failure to comply with the policies herein subject the agent or staff member to disciplinary action which may include termination of association with the company.

DOCUMENTATION OF DISCLOSURE
PRAIRIE STATE REFERRAL NETWORK advocates full disclosure in appropriate circumstances. However, all the disclosure in the world does no good if it cannot be proven. While it would be ideal to have every single disclosure as to every material item disclosed to the parties in writing with their acknowledgment of the disclosure, such is not usually possible.

Statements made by an agent about a property whether in person, in writing or electronically will be considered as representations by the agent.

USE OF LEGAL COUNSEL
Whenever an agent believes they require legal assistance, the designated managing agent should be contacted.

ERRORS AND OMISSIONS INSURANCE
PRAIRIE STATE REFERRAL NETWORK does not provide members Errors and Omission Insurance or any other type of insurance.

SOCIAL MEDIA
PRAIRIE STATE REFERRAL NETWORK members use of social media should display the highest level of integrity.

GENERAL REQUIREMENTS
PRAIRIE STATE REFERRAL NETWORK Agents/employees will:

1. Take care to always protect their client’s confidential information. This includes in the agent/employee’s use of the Internet, certain e-mail messages and social networking tools.

2. Always be courteous and professional, especially when representing the Company. This includes the agents/employees’ use of the Internet, e-mail, and social networking tools. Agents/employees shall not make defamatory or derogatory remarks about client’s other agents, or companies in their electronic communications. Members will not engage in “cyber-bullying” or any similar behavior which may disturb our clients or those with whom our agency interacts.

3. Be truthful when advertising or making other representations. This includes those statements made or advertised using e-mail, the Internet, your personal website, or social networking tools.

4. Seek the advice of their designated managing broker if they have questions or concerns regarding the use of the Internet, e-mail, or social networking tools before publishing any information that could be questionable.

SPAM AND EMAIL PROHIBITIONS

1. Agents/employees are required to follow the provisions set forth in Section 1450.720 in the Administrative Rules under the License Act.

2. Agents/employees are also required to follow the provisions set forth in the federal CAN-SPAM Act.

COPYRIGHT AND PROTECTED INFORMATION
Agents/employees shall not copy, frame, or otherwise use information received or viewed through e-mail, the Internet, or social networking tools without the express written consent or other appropriate authority from the owner of the information.

RECORD RETENTION AND DESTRUCTION
This Record Retention and Destruction Policy applies to all records generated during PRAIRIE STATE REFERRAL NETWORK’S operation, including original documents, reproductions, and electronic documents.

Clients’ records should be adequately protected and maintained and to ensure that records that are no longer needed by the Company or are of no value are discarded or destroyed at the proper time and in the proper fashion. This policy is also intended for the purpose of aiding agentss/employees of the Company in understanding their obligations in retaining electronic documents—including e-mail, Web files, text files, sound, movie, and picture files, PDF documents and Microsoft Office or other word processing documents or other formatted files.

The information that is covered in this section includes, but is not limited to, physical records or electronic documents of the Company or that meets the definition of NPI, including but not limited to information that is either stored or, formatted as, or shared via electronic mail, Instant Messaging, Web files, social media (including social medial sites that are considered “private” or “password protected”), text files, sound and movie files, PDF documents, Microsoft Office (or any other word processing program), or any other formatted files.

Federal and state laws require the Company to maintain certain types of records for periods. Failure to maintain such records could subject you and the Company to penalties and fines, obstruct justice, spoil legal evidence, and/or seriously harm the Company’s position in litigation.

DO NOT CALL – GENERAL RULES
Sponsored agents of the Company, employees of the Company, and any other representatives of the Company shall not make any telephone calls to any telephone number listed on the DNC Registry or the Company Do Not Call List (“Company DNC”) (as explained below) unless one of the following exceptions applies:

a. You are currently working with the consumer.

b. Within the last 18 months you have represented the consumer in a real estate transaction.

c. The consumer has made an inquiry concerning real estate brokerage services or inventory within the last three months.

d. The consumer is a friend or acquaintance of the caller; or

e. Written consent has been obtained from the consumer to call a specific number(s).

The consumer can always request to be on the federal or Company Do Not Call list. Do not make any calls to numbers listed on the Company DNC without written permission from the consumer to call that specific number.

ACKNOWLEDGMENT AND AGREEMENT
The undersigned agent or employee of PRAIRIE STATE REFERRAL NETWORK acknowledges receipt of a copy of PRAIRIE STATE REFERRAL NETWORK Office Policy Manual.

This Office Policy Manual is not a contract of employment. The Company reserves the right to modify, amend, or change this policy manual in any manner at any time.

As a condition of their association or employment with PRAIRIE STATE REFERRAL NETWORK agent or employee agrees to abide by the policies of PRAIRIE STATE REFERRAL NETWORK presently adopted and as amended in the future by publication from management of any changes.

Failure to abide by PRAIRIE STATE REFERRAL NETWORK’S policies as adopted and amended may be grounds for disciplinary action of the agent or employee, including termination of association or employment.

Signature of Agent or Employee*

Date*

This Independent Contractor Agreement ("Agreement") is entered into as of the Date ("Effective Date") between North Shore - Barrington Holding Company a corporation organized under the laws of the State of Illinois, which shall also be referred to herein as the “PRAIRE STATE REFERRAL NETWORK”, and First Name Last Name an individual ("Agent") who is licensed as a real estate Agent under the real estate license laws of Illinois.

Recital

WHEREAS Company is a licensed real estate brokerage company in the state of Illinois.
WHEREAS Company desires to engage Agent as an independent contractor to engage in real estate brokerage services on Company’s behalf subject to the supervision of Company’s Managing Broker.
WHEREAS Agent desires to affiliate with Company as an independent contractor on the terms specified below.
NOW THEREFORE, the parties, for good and valuable consideration, the sufficiency of which is acknowledged, agree to the following terms and conditions.

Agreement

I. Agent's Licensure
Agent is a licensed real estate agent in good standing in Illinois, and Agent's current license registration number, Enter license number and license expiration date is Date , agrees that, so long as this Agreement is in effect, Agent shall, at Agent's expense, take all necessary steps, including satisfactory completion of any mandatory continuing education requirements, to maintain Agent's real estate license in good standing in the United States.

II. Agent's Duties and Responsibilities
A. Agent shall function as Company's affiliated Agent under the supervision of Company’s Managing Broker Company’s designated business location (“Office”) in the state of Illinois the extent determined appropriate by Company in its sole discretion pursuant to the terms of this agreement.
B. Agent shall undertake all actions that are necessary to enable Agent to act, and continue to act, as an affiliated agent of Company including but not limited to, compliance by Agent with all current or future requirements of the real estate license, consumer protection, trade regulation, anti-discrimination, anti-infringement, equal opportunity, and anti-fraud laws of Illinois or the federal government.
C. Agent shall further undertake all acts on behalf of Company that are, or may hereafter be, required by the real estate license laws of the state of Illinois to enable Agent to continue to act as a Company affiliated agent, including, but not limited to, filing any reports, certifications, or license renewal applications, and compliance with all other laws or regulations that, if violated or not obeyed, could cause Agent’s or Company’s real estate license to be disciplined, suspended, revoked, or to lapse.
D. Agent shall be accessible to Company or any real estate regulatory authority, either at the Office, or by email, text messaging, pager, or cell phone, during regular business hours for the purpose of conducting such business as may be required, directed, or authorized by Company or any real estate regulatory authority.
E. Agent shall keep Company informed of any of Agent’s conduct that might violate or be inconsistent with any laws and rules applicable to licensed real estate agents in the state of Illinois, including any ethical standards, and regulations promulgated by national, state, or local real estate brokerage associations or multiple listing services, and any amendments thereto.
F. Promptly upon Agent's receipt of notice thereof, Agent shall inform Company of any,
(1) oral or written third party claims or demands for money, services, or for Agent or Company to take or refrain from taking particular actions, made upon Agent or Company, including any lawsuits filed against Agent or Company, whether or not arising from Agent's or Company's activities as licensed real estate Agents,
(2) any administrative charges or investigations involving Agent or Company commenced by any federal, state, or local agency, or
(3) Agent's receipt of any subpoenas or other discovery requests or demands relating to Agent's or Company's real estate brokerage activities that are subject to enforcement by a court of competent jurisdiction.
G. To the extent required by the real estate license laws of Illinois, Agent shall promptly cause to be deposited into a Company escrow account any funds received for the benefit of any third party.

III. Restrictions on Agent's Authority
A. Agent is not authorized by Company to, and shall not, provide on behalf of the Company’s real estate brokerage services to any person or entity without the knowledge and consent of Company’s Managing Broker.
B. Agent shall not enter into any agreements or contracts, whether written or oral, on behalf of Company with any third party or entity, without the express written authorization of Company’s Managing Broker.
C. Agent shall not engage in any marketing, promotional, advertising, or public relations activities that reference Company, any subsidiary or affiliate of Company, or any officer, director, or employee of Company, without the knowledge and consent of Company’s Managing Broker.
D. Agent shall not deposit monies to, or withdraw monies from, any escrow account that Company may establish or maintain without the express authorization of Company’s Managing Broker.
E. Agent shall not have any authority to engage on Company's behalf any Agents or sub agents, including any other person licensed as a real estate agent, unless specifically authorized to do so by the Company’s Managing Broker.

IV. Agent's Representations and Warranties
Agent represents and warrants to Company that, at all times while this Agreement is in effect,
(1) Agent is licensed as an individual real estate broker in the state of Illinois, and such license is in good standing;
(2) Agent has all right power and authority to enter into and perform the duties assigned to Agent under this Agreement;
(3) Agent does not, and will not, breach any other duties, responsibilities, or obligations of Agent to any third parties by carrying out Agent's duties, responsibilities, and obligations to Company under this Agreement.
(4) Agent is not the object of any disciplinary proceedings under the real estate license laws of any State, or any litigation, arbitration, or administrative proceedings relating to Agent's performance of real estate brokerage services to customers, clients, or consumers, or any conduct by Agent that constitutes moral turpitude; and (5) to the extent Agent provides any work, invention, or process under Section XI.B below, it is original to Agent and, to the knowledge of Agent, does not and will not infringe or violate the intellectual property or other rights of any third party.

V. Term
The Initial Term of this Agreement shall be one (1) year. This Agreement shall renew for an additional one (1) year Renewal Terms unless one Party notifies the other Party in writing no less than ninety (90) days in advance of the expiration of the Initial Term or any Renewal Term that the Party intends to permit the Agreement to expire upon the conclusion of the current Initial or Renewal Term. Either Party may terminate this Agreement without cause upon ninety (90) days prior written notice to the other Party. Either Party may immediately
terminate this Agreement for cause upon written notice to the other Party if the other Party:
A. Breaches that Party's duties, responsibilities, representations, or warranties under this Agreement, and such breach is not cured within thirty (30) days of the breaching Party's receipt of written notice of such breach from the non-breaching Party.
B. Is a debtor in a petition for bankruptcy or insolvency, and a motion to dismiss such a petition is not filed within ninety (90) days of the filing of the petition.
C. Is convicted of a felony, or a misdemeanor involving an act of moral turpitude.
D. If the Agent, and the Agent's individual real estate broker's license is suspended, revoked, or otherwise terminated, either voluntarily or involuntarily.
E. Is the Agent, and the Agent is adjudged to have violated federal or state fair housing laws, trade regulation, equal opportunity, consumer fraud or deceptive acts or practices laws, or found by a court of competent jurisdiction to have committed common law or statutory fraud or misrepresentation.

VI. Agent Compensation
A. In consideration for Agent's performance of the services, and assumption of the obligations, under this Agreement, Company agrees to pay Agent the following fee per closed real estate transaction in which the Agent procured or referred either the buyer or seller: Percentage of Buy-side or Seller-side Commission:
Eighty percent Agent — Twenty percent to PRAIRIE STATE REFERRAL NETWORK.
B. Company will remit each monthly payment no later than the last day of the month in which an applicable closing occurred.

VII. Indemnification
Each Party (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other Party and that Party's officers, directors, Agents, and employees (the "Indemnified Parties") for any and all losses, judgments, damages, and expenses, including attorney's fees and litigation expenses, in the event a third party brings an action or arbitration proceeding (a "Claim") alleging facts that, if proven to be true, would constitute a breach by the Indemnifying Party of that Party's duties, obligations, representations, or warranties set forth in this Agreement, or a violation by the Indemnifying Party of any statute, ordinance, regulation, or the common law, provided that the Indemnifying Party's conduct was not undertaken at the direction of one or more of the Indemnified Parties. In the event of a Claim giving rise to a Party's duties under this Section, the Indemnified Party shall give prompt written notice of such Claim to the Indemnifying Party, and the Indemnified Party shall cooperate with the Indemnifying Party in the defense or settlement of any Claim. The Indemnifying Party shall have the right to select and appoint defense counsel to defend or compromise any Claim, provided that the Indemnified Party may engage, at its sole expense, separate legal counsel solely for the purpose of advising the Indemnified Party concerning its rights in the defense or settlement of any Claim. The Indemnified Party shall have the right approve any compromise and settlement of any Claim by the Indemnifying Party only to the extent any settlement or compromise modifies the Indemnified Party's rights under this Agreement, provided that the Indemnified Party's approval is not unreasonably withheld, conditioned, or delayed.

VIII. Insurance
Agent will cooperate and assist Company in the acquisition of any necessary insurance at Company's expense in connection with Company's real estate brokerage activities, provided that if Agent's business activities require Company to carry additional coverage, or pay a higher premium, due to claims or disputes arising from Agent's business activities outside the scope of this Agreement, Agent will be obligated to pay to Company the additional cost of such insurance, or the higher premium, attributable to Agent's activities.
Agent understands and agrees that Company is not obligated to provide any errors or omissions (E&O) insurance covering Agent’s actual or potential liability to third parties for Agent’s performance of Agent’s duties and responsibilities pursuant to this Agreement.

IX. Confidentiality
"Confidential Information" for the purposes of this Section X shall mean any information provided by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that the Disclosing Party identifies as confidential or proprietary, and with respect to Company, shall include the terms of this Agreement, information in tangible or intangible form relating to and/or including released or unreleased products, services, or business plans, financial information or projections, strategic plans, potential acquisitions, business processes or policies, information received from others that Company is obligated to treat as confidential, or any other works of Company or any of its employees, officers, or directors, whether or not such information or materials are expressly identified by Company as "confidential."
"Confidential Information" shall not include any information
(1) in the public domain,
(2) already known to the Receiving Party and not subject to any obligation of confidentiality of the Receiving Party,
(3) learned or deduced by the Receiving Party without any reference to any Confidential Information of the Disclosing Party, or
(4) required by law to be disclosed by the Receiving Party. The Receiving Party shall protect the Disclosing Party's Confidential Information from disclosure to any third party using the same degree of care used by the Receiving Party to protect its own Confidential Information from similar disclosure, but in any event not less that reasonable care. In the event the Receiving Party receives a subpoena or discovery demand issued incident to a judicial, arbitration, or administrative proceeding that calls upon the Receiving Party to produce Confidential Information of the Disclosing Party, the Receiving Party shall provide the Disclosing Party prompt notice of such subpoena or discovery demand, and shall cooperate with the Disclosing Party in any efforts by the Disclosing Party to quash the subpoena, object to the discovery demand, or secure an appropriate protective order. Upon termination of this Agreement for any reason, the Receiving Party shall return to the Disclosing Party any of that Party's Confidential Information in the Receiving Party's possession or control, or, at the Disclosing Party's option, shall destroy such Confidential Information, and provide to the Disclosing Party a certificate signed by the Receiving Party, or an officer thereof, attesting to such destruction.

X. Non-Competition and Intellectual Property Rights
A. For so long as this Agreement is in effect, and for a period of one (1) year after its termination for any reason, Agent shall not solicit any employee, contractor, customer, or client of Company to end his, her or its relationship with Company. For the purposes of this Section, the term "Competing Business" means any business or entity that provides real estate-related products or services either exclusively or primarily through the internet whose products, services, or research and development efforts are in competition with products or services either (1) produced, marketed, or otherwise commercially exploited by Company, or (2) in actual or demonstrably anticipated research or development by Company.
B. Agent agrees that all of the intellectual property rights in any work, invention, or process created by Agent in the course of performing services for Company shall vest in Company, and Agent further agrees to execute any and all documents necessary to accomplish the irrevocable conveyance or transfer of such rights to Company. To the extent Agent discloses to Company any other work, invention or process owned by Agent, Agent grants Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, re-license, sublicense or sell it as part of or in connection with Company products and services.

XI. Limitation of Company's Liability
Company shall not be liable to Agent for any special, punitive, or exemplary damages, lost profits, or consequential damages of any type by reason of Company's performance or nonperformance of any its duties or obligations under this Agreement. Company's liability to Agent for any breach of this Agreement shall not exceed the amounts actually paid by Company to Agent as of the date of the alleged breach.

XII. General Provisions
A. This Agreement shall be interpreted under the laws of the state of Illinois without reference to any choice of law rules. The Parties agree that any proceeding or petition commenced by one Party against the other Party to interpret or enforce this Agreement shall be brought in the courts having competent jurisdiction located in Cook County, Illinois. The Parties waive any objection to the personal jurisdiction of such courts. In the event of any judicial proceeding between the Parties relating to this Agreement, the prevailing Party shall, in addition to any other relief deemed appropriate by the court, be entitled to an award of its reasonable attorney’s fees and litigation expenses expended in prosecuting or defending such litigation.
B. This Agreement is an agreement for personal services rendered by Agent to Company. Agent may not assign its rights, duties, and obligations under this Agreement to any other party without Company's express written consent, which Company may withhold in its absolute discretion. Company may elect to engage in the real estate brokerage business in the state of Illinois through subsidiaries or affiliates. Agent agrees that Company may assign this Agreement (in whole or in part) to a subsidiary or affiliate of Company without Agent's prior consent, and that Agent will be obligated to perform all duties and responsibilities set forth in this Agreement for the benefit of any Company subsidiary or affiliate to which Company may assign this Agreement. Furthermore, Company may assign this Agreement in connection with a merger, reorganization, or sale of all, or substantially all, of the Company’s assets.
C. The following Sections of this Agreement shall survive its termination or expiration for any reason: IV, V, VIII, X, XI, XII and XII.
D. In the event any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, this Agreement shall be deemed to have been amended to delete the provision determined to be unenforceable, and the remaining provisions of this Agreement shall continue to have full force and effect.
E. This Agreement may be amended only by a written instrument executed by Company and Agent.
F. When notices are required to be given by one Party to the other Party, such notices shall be delivered to the following representatives:

Referring Agent
Managing Broker of PRAIRIE STATE REFERRAL NETWORK

Notices shall be deemed to have been given if delivered by hand, certified mail, or overnight courier, email, or facsimile with proof of receipt. Either Party may change its designated representative for receipt of notice by notice to the other Party as provided in this subsection.
G. A waiver by either Party of the other Party's breach or default under this Agreement shall not be deemed to be a waiver of any subsequent breach or default by the breaching Party.
H. This Agreement does not create any partnership or joint venture between the
Parties, and neither Party shall have the power to obligate or bind the other Party except to the extent expressly set forth herein.
I. The Agent shall act under this Agreement as an independent contractor of
Company. Company shall not have any obligation to provide Agent with any benefits of employment, including but not limited to health, disability, dental or life insurance, or any pension or retirement benefits.
J. This Agreement constitutes the entire Agreement and understanding between the
Parties with respect to the subject matter hereof. This Agreement supersedes any prior agreement or understanding between the Parties, whether oral or written, relating to the subject matter of this Agreement, including, specifically, any Letter of Intent that the Parties may have executed.
K. Agent acknowledges that Agent has had an opportunity to consult Agent's own legal counsel prior to entering into this Agreement.

In witness hereof the parties have executed this agreement as of the effective date set forth above.

Date:   Date
PRAIRIE STATE REFERRAL NETWORK Designated Managing Broker Signature:   Signature
Deborah DeBoer

Date:   Date
Referring Agent Signature:   Signature

DISCLAIMER: By typing your name below and above, you are signing this application electronically. You agree that your electronic signature is the legal equivalent of your manual signature on this application.

Signature*

First NameLast Name

Date*

Date

Terms & Conditions*

Annual payment is set at $110. Please call (847) 480.5270 with any additional questions.