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