TXR 2301 — Independent Contractor Agreement for Sales Associate

Names the two parties: the sponsoring broker and the sales associate who will work under the broker's license.

The agreement commences on the Commencement Date and has no fixed end date. It continues until either party terminates per Paragraph 21.

Defines four key terms: (A) 'Brokerage services' means assistance to prospects for sale/purchase/lease transactions; (B) 'Files' means all documents related to broker's business (includes/excludes associate's prospect lists via checkbox); (C) 'Prospect' means any buyer, seller, landlord, tenant, or client/customer; (D) 'Real estate business' means acts defined by Section 1101.002 of the Occupations Code.

Three foundational paragraphs with no blanks: (4) Associate will use best professional efforts to solicit listings/prospects and provide brokerage services. (5) Associate works exclusively for this broker; no outside brokerage or property management without broker's written consent. (6) Both parties comply with the Real Estate License Act, TREC rules, NAR Code of Ethics, REALTOR association bylaws, listing service rules, and broker's internal policies.

Broker confirms licensed broker status and NAR/TXR membership and lists their local associations (7A). Associate identifies as salesperson or broker, states whether they are or will become a REALTOR member, and lists their local associations (7B). Both must maintain license and REALTOR status active and in good standing throughout the agreement.

(A) Associate is independent contractor, not employee; no tax withholding, FICA, unemployment, or workers comp. (B) Annual Statement of Understanding due on or about the first day of the month named. (C) No partnership created.

Covers six areas: (A) Associate may sign listing, representation, and commission agreements on broker's behalf per Paragraph 6 compliance. (B) All agreements must be submitted to broker within the stated number of days. (C) Associate may not cancel/terminate agreements without broker's written approval. (D) Associate may not bind broker to other agreements unless authorized. (E) Geographic area restrictions. (F) Practice area restrictions with one box each for residential sales, residential leasing, residential property management, commercial sales, commercial leasing, commercial property management, farm and ranch sales, and other.

No blanks. (A) 4-year file retention at broker's office. (B) Files are broker's confidential property. (C) No sharing of broker's prospect/operations info. (D) Survives termination. (E) Internet data on broker's systems is broker's property, subject to review.

No blanks. (11) All listings, representation agreements, and commission agreements are owned exclusively by broker and must be in writing. (12A) Associate must promptly deposit trust funds per contract terms; no separate trust/escrow/management accounts. (12B) All compensation for brokerage services must be delivered to broker for disbursement.

(13) Broker furnishes the listed office facilities; associate not required to be present. (14) All advertising requires broker's knowledge and consent; broadly defined to include social media, email, internet, signs, cards. (15) Broker has sole discretion over lead assignment/reassignment; associate may not interfere.

Nine sub-provisions covering compensation: (A) All fees belong to broker. (B) Broker pays associate per the attached fee schedule or a specified arrangement. (C) Fees are earned when broker's fees are earned, payable when broker receives payment. (D) Inter-associate disputes resolved per broker's policy or arbitration. (E) Broker not liable for uncollected fees. (F) Associate may not accept bonuses directly; bonuses are disbursed per the fee schedule or a specified arrangement. (G) Reassignment fees paid per the fee schedule or a specified arrangement. (H) Broker determines equitable compensation if fee schedule is silent. (I) Associate may not assign fee interests.

(A) Neither party liable for other's expenses. (B) Special expenses are defined by the blank and handled by: deduction from gross fees, invoicing, or charging per the fee schedule / a specified arrangement. (C) Each pays own license fees. (D) Associate furnishes own automobile with insurance naming broker as additional insured. (E) Associate pays all other business expenses.

No blanks. Broker may deduct amounts associate owes from any amounts broker owes associate.

Seven sub-provisions: (A) Parties cooperate; associate must notify broker of TREC/NAR complaints. (B) E&O deductible allocation (the only blank). (C) Mutual defense costs shared proportionally to fee split. (D) Broker manages defense strategy. (E) Each party pays own damages. (F) Associate indemnifies broker for associate's misconduct. (G) Survives termination.

No blanks. Broker has sole discretion to prosecute, compromise, or settle any claim against other persons including brokers, clients, and prospects.

(A) At-will termination by either party via written notice. (B) Unpaid fees paid per the fee schedule or a specified arrangement. (C) Broker assumes all negotiations; associate cooperates for orderly transition. (D) Associate must cease dealings, list pending transactions, return all files and broker property. (E) Associate may get copies of pending transaction documents but may not remove files.

No blanks. All notices must be in writing and are effective when hand-delivered, mailed, faxed, or emailed.

Open space (no ruled lines) for any additional terms the parties wish to include that are not covered elsewhere in the agreement.

Seven sub-provisions: (A) Addenda — one box each for the Fee Schedule (with its date), the Statement of Understanding, IRS Form W-9, and an "other" write-in. (B) Entire agreement clause; changes only by written agreement. (C) No assignment without written consent. (D) Obligations and entitlements extend to heirs, successors, and administrators. (E) Texas law governs. (F) Severability clause. (G) Waivers must be in writing and are not precedent-setting.

Both parties sign and provide identification and contact information: the Associate in the left column, the Broker ("By:") in the right. Signature lines and their dates are placed as e-sign tabs when the document is sent; the printed-name, license, address, phone and e-mail lines are typed. The paper warns that this is a binding agreement and parties should consult an attorney if they do not understand its effect.