ONE PERCENT REALTY LTD. INCORPORATED CONTRACTOR AGREEMENT BETWEEN: One Percent Realty Ltd. Suite 202 — 505 Hamilton Street Vancouver, BC V6B 2R1 (Hereinafter referred to as the "Company") AND: ____________________________ (the "Incorporated Contractor") ____________________________ __________________________ AND: __________________________ (the "Guarantor") CELLULAR NO.: _____________________________ FAX NO.: _____________________________ CONTACT PHONE NO.: _____________________________ EMAIL ADDRESS: _____________________________ GST NO.: _____________________________ BOARD LICENSE NO.: _____________________________ EXPIRY DATE: _____________________________ AGREEMENT COMPLETED AND SIGNED: ___________________ YYYY / MM /DD Please complete each page, initial each page in the box on the bottom and fax the completed and signed document to our office at 604 879 5573. WHEREAS the parties hereto are operating real estate brokerage businesses; and WHEREAS the Incorporated Contractor has a valid Brokerage Real Estate License issued by the Province of British Columbia and has established an independently licensed real estate brokerage the name of which incorporates the tradename "One Percent Realty" and is desirous of availing themselves of the programs and services offered by the Company; and WHEREAS the Guarantor is the individual principal of the Incorporated Contractor and has agreed to guarantee the obligations of the Incorporated Contractor to the Company. NOW THEREFORE, in consideration of the promises, mutual covenants an agreements herein contained it is hereby agreed as follows: 1. This agreement shall be effective from the date of execution until the earlier of January 15, 2012 or the date that a new Incorporated Contractor Agreement is executed by the parties. 2. The parties hereto agree that for tax and other reasons the Company and the Incorporated Contractor desire to maintain separate brokerages as defined in the Real Estate Services Act and agree and understand as follows: (a) the parties hereby create a relationship of independent contractors and neither is or is intended to be the employee or employer of the other; (b) notwithstanding the Incorporated Contractor's status as an independently licensed Brokerage, licensees from One Percent Realty and One Percent Realty North Shore will share information as they would if they were all engaged by one brokerage. 3. The Incorporated Contractor and its' licensed employees, independent contractors and assistants will: (a) remain continuously licensed by and in good standing with the Real Estate Council of British Columbia; (b) maintain membership with the Real Estate Board (the "Board") within which the Brokerage operates. 4. The Incorporated Contractor has read, understand, and will comply with: (a) all rules and regulations contained in the Code of Ethics and Business Practice and the MLS Rules and Regulations of the board of which the Incorporated Contractor is affiliated and the Real Estate Services Act of B.C. ("RESA"), including the rules and regulations made by the Real Estate Council of British Columbia pursuant to RESA as amended from time to time; and (b) the policies and procedures of the Company and any amendments thereto including, but not limited to, the Company Office Policy (attached hereto as Schedule "A"), as amended from time to time. In particular, but not to limit the generality of the foregoing, the Incorporated Contractor and it's employees, independent contractors and assistants will not personally list for sale any property in which it or any of it's representatives have a personal interest. 5. The Incorporated Contractor will: (a) conduct business in a professional and courteous manner at all times with the knowledge that any unprofessional actions on his/her part may derogate from a positive image of the Company thereby causing loss and/or damage to the Company. (b) within 72 hours of execution of a Listing Contract, enter all listings contracted on behalf of the Company onto the Company website; (c) ensure that all advertisements will be in a form that complies with the applicable rules and regulations of both the British Columbia Estate Council and the Board in which the Incorporated Contractor is a member; (d) ensure that all business cards and advertising arranged for by the Incorporated Contractor and it's employees, independent contractors and assistants or on behalf of it's representatives, shall be in a form approved by the Company and shall prominently display the Company website address and a high resolution Company logo; (e) ensure that the knowledge of Real Estate law for all of it's sales associates is current at all times, that they have met the educational course requirements mandated for both the Relicensing Education Program "REP" and the Professional Development Program "PDP” and will direct it's sales associates to take any course as required by the Board and Real Estate Council from time to time. The Incorporated Contractor will provide to the Company, upon request, confirmation that this provision has been complied with by all it's licensed employees and independent contractors; I (f) if directed by the Company, comply with any recommendations and sanctions imposed by the Board as a result of any complaint or hearing involving the Incorporated Contractor, and it's employees, independent contractors and assistants; (g) preserve and maintain for the required statutory period all records, files and any other paperwork associated with all real estate transactions, whether completed or not, which the Incorporated Contractor, and it's employees, independent contractors and assistants are involved in during the term of this agreement; (h) provide their own office, telephone, facsimile machine and any other business machinery necessary to carry on business in an efficient manner; and (i) provide their own automobile and pay all expenses thereof including the cost of liability and property damage insurance in an amount not less than two (2) million dollars ($2,000 000.00). 6. The Incorporated Contractor agrees and acknowledges that: (a) they will not incur any expenses or charges to the account of the Company without the prior written consent of the Company; (b) as an independent contractor they will be wholly responsible for and pay in a timely manner on behalf of its licensee(s), assistants, employees and independent contractors, all personal and business expenses including, but not limited to, automobile, travel insurance and advertising expenses, business cards, sales and leasing signs, promotional fees, license fees and dues, WCB, income tax, personal G.S.T., CPP and all applicable taxes, fees and premiums that are payable by or may be legally required from time to time as a result of the Incorporated Contractor being licensed as a Brokerage and working as an independent contractor with the Company pursuant to this agreerment; (c) the Company recommends that the Incorporated Contractor obtain independent accounting/bookkeeping advice with respect to the keeping of all books and financial records and the remitting of all taxes by the Incorporated Contractor as an independent contractor; (d) the Company office at the address provided above is solely for the use of the Company unless otherwise agreed to by the parties; and (e) most communication with the Company will be via e-mail and that the Incorporated Contractor will maintain an e-mail address and Internet access to ensure that an authorized representative is accessible by e-mail on a daily basis. 7. The Incorporated Contractor will provide promptly to the Company: (a) legible copies of all Transaction Deal Sheets, Contracts of Purchase & Sale and any addenda thereto, MLS contracts, Exclusive Listing Contracts, Fee Agreements, Listing Amendments, Cancellation forms, Transfer forms, Unconditional Release forms and Sales Report forms in connection with any transaction under the Company name, but in any event no later than 48 hours from the time such documents are executed; (b) All deposit cheques which will be made payable to the Company "In Trust" and be certified before delivery to the Company. The Incorporated Contractor will ensure that all parties to a transaction are aware that trust deposit funds will be held in trust by One Percent Realty and will include this information on all Contracts of Purchase and Sale and any addenda thereto. 8. The Incorporated Contractor will be entitled to 100% of the gross commissions payable on their transactions subject to the Company right to setoff of any fees and/or expenses owed to the company by the Incorporated Contractor and any amounts the Company is required to pay on behalf of the Incorporated Contractor by law or as provided in this agreement. 9. The Incorporated Contractor will provide to the Board a completed Credit Authorization form to ensure any amounts due to the Board will be paid when due. 10. The Incorporated Contractor acknowledges and agrees that: (a) Any commissions due to the Incorporated Contractor will be paid in the normal course of business as soon as practicable after completion of a real estate transaction subject to the provisions in pargraphs 8, 11, 12, 13 and 14, and such statutory deductions, legal attachments and any other such payments the Company may be legally bound to pay on behalf of the Incorporated Contractor; (b) Advance commission payments received by the Company before the completion of a transaction may, in the Company's sole discretion, be held by the Company until completion (i.e. Transfer of title to the client); (c) In the event all or any portion of a forfeited deposit is retained by the Company, the division of same between the Company and the Incorporated Contractor will be the same as though it were a commission received in connection with a completed transaction; (d) Any interest earned on commissions while held in trust by the Company shall be paid to the Company. 11. The Incorporated Contractor will pay to the Company the following monthly service, administration and MLS fees as applicable: (a) an administration fee of $350.00 plus GST/HST upon completion of each real estate transaction facilitated by the Incorporated Contractor; (b) if no real estate transaction facilitated by the Sales Associate completes within each calendar quarter period, a monthly service fee of $50.00 plus GST/HST per month for three months shall be charged to the Incorporated Contractor, provided that if the Independent Contractor facilitates twelve or more completions during the term of this agreement, any $50 monthly service fees paid under this clause shall be refunded to the Sales Associate upon the execution of the subsequent year’s Independent Contractor Agreement.; (c) for client referrals by the Incorporated Contractor to an outside representative, an administration fee of 10% of the amount of any referral fees received by the Company, to a maximum of $350.00; (d) any MLS fees billed to and paid by the Company for a listing or sale facilitated by the Incorporated Contractor; (e) any license fees due to the Company for use of the Company trademark and/or trade name as provided in the attached License Agreement; 12. In the event of a dispute or apprehended dispute where comissions payable to the Incorporated Contractor exceeds the sum due by the Incorporated Contractor to the Company, the amount by which the commission exceeds that sum may be held at the Company's discretion in trust by the Company until the earlier of: (a) notice being served on the Company of a dispute relating to commission in a transaction, whereupon all monies shall be paid pursuant to the provisions of the Constitution and by-laws of the Board; or (b) the expiration of the time limited for disputing commissions as determined by the Board; The Incorporated Contractor will pay any fees or costs owing to any person, board or tribunal resulting from a commission dispute and the Company may setoff such monies against any commissions due by the Company to the Incorporated Contractor. 13. The Incorporated Contractor acknowledges that it is the Company's policy to avoid complaints and commission disputes whenever possible. The Incorporated Contractor agrees and acknowledges that nothing in this agreement obliges the Company to initiate or pursue any action on behalf of the Incorporated Contractor to recover commissions. Further the Company reserves the sole right to determine whether or not any complaint, commission dispute or disciplinary action made against the Incorporated Contractor will be defended, prosecuted or settled, and whether or not legal expenses of any kind will be incurred by the Company in pursuance thereof. In the event of a complaint, dispute, litigation, arbitration or mediation arising from a real estate transaction in which the Incorporated Contractor is involved, the Incorporated Contractor will be solely responsible for defending or prosecuting any of the aforementioned actions as well as all costs associated with defending or prosecuting any of the aforementioned actions, including but not limited to, legal fees, insurance deductible payments, and any other fees charges and penalties resulting from such actions. The Company reserves the right to charge the Incorporated Contractor a fee for the time and work required by a representative of the Company to assist the Incorporated Contractor should assistance be requested by the Incorporated Contractor. The Company may setoff such monies against any commissions due by the Company to the Incorporated Contractor. 14. The Incorporated Contractor will indemnify and save harmless The Company from any and all costs, claims, causes or action, expenses, damages and liability of any kind whatsoever which may arise directly or indirectly from the conduct, acts or omissions of the Incorporated Contractor, its licensed employees, independent contractors and assistants, including, but not limited to, all legal costs incurred by the Company to reduce its liability in connection with such conduct. 15. This agreement may be terminated: (a) by the Company immediately and without notice in the event the Incorporated Contractor violates any term of this agreement or otherwise fails to conduct his business in accordance with this agreement; (b) by either party at any time upon the giving of sixty(60) day's advance written notice to the other. 16. In the event of termination of this agreement: (a) all monies owing by the Incorporated Contractor to the Company will be paid in full; (b) the Company may withhold from any monies owing to the Incorporated Contractor an amount that the Company, in its sole discretion, deems appropriate to cover any costs or expenses incurred by the company due to having entered into this agreement with the Incorporated Contractor. 17. The Incorporated Contractor will not, after the termination or expiration of this agreement, for any reason: (a) use or permit to be used for his advantage or to the advantage of others, any sales programs, brochures and materials provided by the Company or which include the Company name or corporate logo or any variation of same which may create confusion or questions regarding his affiliation with the Company; (b) do any act, make any representations, advertise or conduct any business activities that may mislead any person to believe that the Incorporated Contractor is still affiliated with or in any way connected to the Company. 18. The Incorporated Contractor agrees to simultaneously with the signing of this agreement, sign the Company's License Agreement. The Incorporated Contractor acknowledges that the purpose of the License Agreement is to protect and maintain the integrity of the trademark and trade name of One Percent Realty Ltd.. 19. Any notice required to be given pursuant to this agreem6nt will be given in writing and delivered in person or by double registered mail to the addresses provided above. Notices so mailed will be deemed give as of two (2) days after deposit of same. 20. This agreement together with the attached Schedules contains the whole agreement between the Company and the Incorporated Contractor and there are no warranties, representations, terms, conditions or agreements express, implied or statutory other than as expressly set forth herin. 21. No amendment or modification may be made to this agreement unless in writing and signed by both parties. 22. Time will be of the essence of this agreement. 23. This agreement will be construed and enforced in accordance with the laws of the Province of British Columbia. 24. The invalidity or unenforceability of any provision of this agreement will not affect the validity or enforceability of any other provision in this agreement and this agreement will be interpreted as if the invalid or unenforceable provisions were not a part hereof. 25. This agreement will be binding upon and enure to the benefit of both parties and the assigns of the Company. This agreement is not assignable by the Incorporated Contractor. 26. No waiver of any breach of any of the provisions herein will constitute a waiver of any subsequent breach. 27. Whenever the singular or masculine gender is used herein, the same will be deemed to include the plural, feminine or body corporate as necessary. 28. The Incorporated Contractor will ensure that its licensed employees, independent contractors and assistants are familiar with and will comply with those provisions in this Agreement that are applicable to individual licensees, including without limiting the generality of this clause, the Company's Privacy and Office Policies and paragraph's 5, 6, and 7 of this Agreement. 29. The Company has the right to approve the hiring by the Contractor of all assistants, secretaries, sales associates independent contractors. 30. The Incorporated Contractor acknowledges receipt of a fully executed copy of this agreement. 31. In consideration of the receipt of $1.00 which is hereby acknowledged and of the company entering into this Agreement with the Incorporated Contractor, the Guarantor hereby personally guarantees and agrees to be responsible for all of the obligations of the Incorporated Contractor to the Company arising in any way out of this Agreement. Signed Sealed and Delivered on the date entered on page 1 of this agreement. Per: _______________________ One Percent Realty North Shore Per: ___________________________ Ian Bailey One Percent Realty Ltd. Guarantor: ___________________________ The signature of the Guarantor is Affixed in the presence of: ________________ __________________________ Witness Signature Witness Name — Please Print SCHEDULE “A” One Percent Realty – Office Policy The following outlines the standards and guidelines within which all Sales Associates have agreed to operate. 1. OFFICE PREMISES The Company will provide a staffed office between the hours of 9 a.m. – 5 p.m. Monday to Friday (with the exception of statutory holidays and circumstances beyond the Company’s control) to provide telephone and conveyance services to Sales Associates. No office space will be available to Sales Associates to conduct their business. 2. OFFICE ADMINISTRATION The Company will process all required documentation and trust monies submitted to the office by the Sales Associate and prepare all conveyance documentation for facilitating completion of all real estate transactions. Each Sales Associate will be provided with a mailbox in the office premises for the purpose of receiving business related correspondence. The Sales Associate is not to use the office mailbox for any personal correspondence or for the purposes of receiving promotional literature. The Sales Associate is responsible for picking up their mail on a regular basis. However should the Sales Associate fail to do so, the Company may forward mail and charge both an administration fee as well as the cost of forwarding. 3. SALES ASSOCIATE OBLIGATIONS Standards of Business Practice – The Sales Associate is required to be thoroughly familiar with all the rules and regulations contained in the Code of Ethics and Business Practice and the MLS Rules and Regulations of the local Real Estate Board within which the Sales Associate operates. The Sales Associate must also have knowledge of the Real Estate Services Act of B.C. as well as the Rules enacted there under, the Licensee Practice Manual, all applicable tax and residential tenancy legislation and regulations as this legislation is amended from time to time. Sales Associates are required to read and be familiar with the Company Privacy Policy as posted in the Virtual Brief Case on the Company web site. Sales Associates must ensure that they have full authority to divulge any information to clients or other Sales Associates prior to doing so. Independent Contractor Status – Sales Associates are independent contractors and as such have full responsibility for compliance with all requirements of the Canadian Customs and Revenue Agency. The Company recommends that all Sales Associates retain a personal accountant to advise them on the proper procedures of keeping books and accounts as required by law and on the requirements of withholding and remitting any and all taxes due. Education - Sales Associates must ensure that their knowledge of all real estate related legislation as well as any recommended changes in real estate practice is current and up to date. The Sales Associate must be familiar and in compliance with all the educational requirements of both the Board they are affiliated with and the Real Estate Council of British Columbia. The Company recommends that Sales Associates avail themselves of all the literature, courses and seminars offered from time to time to the industry as well as attending all scheduled sales meetings and training seminars arranged by the Company. Should the Company decide that it is in the best interests of the Sales Associate and the Company that the Sales Associate completes a particular course or seminar, it will be a condition of the Sales Associate’s continued association with the Company that the Sales Associate completes such a course or seminar. For real estate transactions which require particular knowledge and expertise (eg. Assignments, Developments, sales of commercial properties and businesses) for which the Sales Associate has not completed the educational requirements or does not have the expertise to competently advise his client, the managing broker must be contacted for assistance and the current hourly fee for the managing broker’s time will be charged to the Sales Associate. Cooperation – The Company policy is to ensure that the interest of our clients be paramount and in furtherance of this policy that all Sales Associates cooperate fully with all other Real Estate Offices and Sales Associates. To ensure this cooperation, Sales Associates are responsible for ensuring that they return all inquiries from other agents in a timely courteous manner. Expenses – All expenses incurred by the Sales Associate shall be borne by the Sales Associate and paid when due. The Sales Associate shall not, under any circumstances, contract for any services, supplies or other expenses of any kind in the Company name. Representations – The authority of the Sales Associate to bind the Company shall be absolutely limited to those required in the normal course of business to list and sell client’s properties. The Sales Associate will not imply or hold himself out to a third party as having the authority to legally bind the Company in any other manner. Office Procedures – The Sales Associate will adhere to all office procedures and policies as set out herein. Listings - All Listing Contracts will be completed accurately and once signed by a client will be submitted to the office in a timely manner for Company approval. All contracts of purchase and sale and other required conveyance documentation will be submitted to the office within 48 hours of receipt. Disbursement Deposits on Listing – When accepting a deposit towards disbursements associated with the listing and sale of a property, the Sales Associate must ensure that Schedule A of the Listing contract includes the prescribed wording (format of which is posted on the virtual briefcase of the Company web site) which provides for the Client’s agreement to the use this deposit. All disbursement deposits will be documented by the Sales Associate on the Transaction Record Sheet, including details as to the expenses covered by the deposit. Any reimbursement of remaining funds, after the payment of expenses, will be the sole responsibility of the sales person. Trust Deposits - All trust monies received by the Sales Associate will be submitted to the office in certified or bank draft form immediately upon receipt by the Sales Associate. No trust deposits will be accepted without a completed Transaction Deal Sheet and accompanied by the Contract of Purchase and Sale. Cash deposits will not be accepted. Sales associates will be required to obtain written acknowledgement by all parties to a contract for any late deposits. The Company charges a $50.00 administration fee for the set-up and administration of trust monies which a client wishes to have invested for their benefit prior to completion of their purchase. Sales Associates must advise clients of this service charge and point out that interest earned on such investments may be less than the service fee. The service fee will be deducted as a business expense from the interest earned on the monies invested and the remaining funds will be deposited into the client trust account and disbursed according to the Contract. Submission of Deals – All contracts of purchase and sale whether conditional or not, are to be submitted to the office upon acceptance for review prior to subject removal. Transaction Deal Sheets – A fully completed transaction deal sheet (save for lawyer/notary information) together with the contract and all pertinent documentation are required for every transaction and must be submitted to the office immediately upon acceptance. The Company reserves the right to charge additional service fees for incomplete deal sheets and to withhold commission payments pending receipt of all required documentation. Collapsed Transactions – Sales Associates are required to use the Company Release form (available in the Virtual Briefcase on the Company web site) in the event a firm transaction has collapsed. The Release must be fully and properly completed and dated as well as indicate clearly the party to whom any trust funds will be paid. Trust deposits will only be paid out on collapsed transactions upon receipt of a completed Release form. Sales Associate Files - Sales Associates are required to keep original and complete documentation, including all working notes, for all transactions conducted while associated with the Company. All files for both completed and collapsed transactions are and will remain the property of the Company whether or not the Sales Associate continues their association with the Company. All files will be kept and, when required, stored by the Sales Associate at his cost and will not be destroyed without the prior written approval of the Company. Office Contact – The Sales Associate must remain in contact with the office and be reachable by the office at any time. Sales associates must provide the office with their home telephone number, direct fax number, cell phone number and e-mail address. The Sales Associate is responsible for checking for telephone messages regularly throughout a business day and e-mail messages daily. For vacation periods or other office absences greater than two days, the Sales Associate must inform the office prior to departure of the length of the absence and of the arrangements that have been made to have his current business handled and calls returned by another licensed agent currently working with the Company. Advertising – All signs, advertising, internet sites, business cards and promotional materials must be approved by the Company and prominently display the Company name, logo and web site address on each page. The Company may require editions and changes to any of the foregoing if they deem, in their sole discretion, something contained therein is inappropriate. The Company name shall not be used in any personal advertisements for Sales Associates. Sales Associates are responsible for drafting and submitting their own advertisements. All advertising must meet the guidelines and standards of Real Estate Advertising Standards and Consumer Service Guidelines. Complaints and Disputes – Sales Associates shall handle all complaints and disputes in a courteous manner and make every effort to prevent escalation of any incident which occurs in the course of conducting business. The Company must be advised in a timely manner of any situations which the Sales Associate is unable to resolve alone. The costs of any attendance by the Company, either by a Company representative in person or in writing, to complaints or disputes will be borne by the Sales Associate. Commissions – Sales Associates shall not charge commissions greater than $6,900.00 plus GST on properties valued at $600,000.00 or less, or greater than 1% on properties valued in excess of $600,000.00. Similarly Sales Associates entering into a Buyer’s Agency agreement with any client shall complete the commission provision in the agreement as follows: “as offered on the MLS or $3,000.00 whichever is greater”. At no time shall the Sales Associate offer, in addition to the selling commission, any type of “bonus” payment or commission, without the prior written approval of the Company. Under no circumstances are selling bonuses to be offered or published on the MLS. In the event a client insists on, in the course of negotiations, paying an increased selling commission the Sales Associate must ensure that the Listing Contract is amended to reflect the increase in commission by either changing or initialing the original contract or by using a Listing Amendment Form. Sales Associates are reminded that to ensure full disclosure is made and all parties to the contract have notice of any change in commission it is good practice to note in the Contract of Purchase and Sale any commissions being paid in excess of what was offered in the original Listing Contract (in addition to amending the original Listing Contract!) Disbursements - Sales Associates may offer clients the option of paying a flat all inclusive fee covering the costs associated with a property sale i.e. advertising, MLS fee, virtual tours, staging etc. or invoice the client for the actual costs of disbursements incurred in the course of a listing but in either case the cost of disbursements shall not exceed $1,000.00 unless the costs can be substantiated with valid receipts. Service / Administration Fees – When two or more Sales Associates in the same office are splitting the listing and/or the selling commission the deal fee will be charged by the Company to the Listing sales person unless otherwise agreed by the Sales Associates and noted on the deal sheet. Commissions due to a Sales Associate shall be paid in accordance with the provisions of the Sales Associate Agreement. The Company will charge a 10% service fee on all referral commission payments. The company reserves the right to charge additional service fees for administration services provided to the Sales Associate in connection with income verification, assignment / pledging of commission, third party demands/garnishee orders and forwarding of office mail or other services made on behalf of or requested by the Sales Associate. Any fees charged for the foregoing services will be deducted from the Sales Associates’ commissions. Sales Associate Personal Property Purchases And Sales - The company must approve, prior to presentation, any Contract of Purchase and Sale in which a Sales Associate has a personal interest, involvement or potential conflict of interest. The Sales Associate must also ensure that a completed Disclosure of Interest in Trade, as required by the Real Estate Services Act is provided to the Company for approval and authorization before entering into a Contract of Purchase and Sale. All sales of property owned by a Sales Associate must be listed with another member of the company and cannot be listed for sale by the Sales Associate personally.