The following constitutes the entire agreement (the "Agreement") by and between William Lyon Homes, Inc. ("Seller") and the "Broker" listed below regarding a potential referral sales commission described in Paragraph 1 below with respect to the Buyer(s) and the Property described above. No other representations or acknowledgements shall be binding upon either party unless agreed to in writing by both parties. The parties agree as follows:
1. Seller shall pay to Broker a commission equal to X percent (X%) of (the base sales price of the above-referenced home excluding [(a) the value of any incentive provided by Seller, and (b) lot premiums, and (c) décor items, options and upgrades purchased by Buyer from Seller] (the "Commission") at the close of escrow provided (i) a contract is signed by Buyer and accepted by Seller within sixty (60) days after the date of this Agreement, and (ii) such close of escrow occurs within two hundred seventy (270) days after the date of this Agreement. No commission shall be paid if a contract is signed more than sixty (60) days after the date of this Agreement unless Broker has re-registered the Buyer. This Agreement serves as escrow instructions to govern payment of the Commission to Broker.
2. It is an absolute condition for the payment of any Commission that Broker accompany and register Buyer at the Community at the time of Buyer's first visit as a prospective purchaser to the Community. Broker shall not be entitled to any Commission if Buyer has visited the Community without Broker prior to the date of this Agreement or if Buyer has previously registered with Seller via any means, including, but not limited to, registering with Seller via call center, internet Web site, write-in/mail-in registrations, or at Seller’s communities or divisional or off-site presentations, or elsewhere.
The registration of the Broker shall be established only for the particular Buyer for the Property but shall be established only by: (a) complete execution and acceptance of this Agreement and (b) Buyer's completion of Seller's form registration card at the Community acknowledging the portion of the card which evidences that Broker referred Buyer to the Property. Upon request, a copy of the Agreement will be given to Broker. Any attempt of Broker to effectuate a broker relationship with Seller without Broker's actual presence at Buyer's first visit shall be null and void.
3. Purchasers of Seller's homes are NOT required to use builder’s preferred lender for their financing as a condition for purchase. However, Buyer must get loan approval from builder's preferred lender in order to purchase home from Seller. Buyer may obtain financing from any qualified lending institution. Broker has been made aware of this and acknowledges its obligation to inform Buyer thereof.
4. Broker acknowledges that it shall not pay, rebate or otherwise transfer all or any portion of its Commission or any referral fee to the Buyer, any relative of Buyer or any member of the Buyer's household under any circumstances.
5. Broker represents that it is licensed as a real estate broker or salesperson in the state in which the Property is located. To the extent required by law, Broker must provide an executed form of disclosure of its agency relationship with Buyer (executed by Broker and Buyer) indicating that Broker is the agent of Buyer exclusively prior to Buyer's execution of a sales contract. Broker represents and warrants that its license number as set forth below accurately represents its current, active sales license number. Broker represents that it is currently active in residential real estate as its primary source of employment.
6. Seller's on-site agent shall be primarily responsible for coordinating loan processing, however, Broker acknowledges that, if requested by Seller, Broker shall be obligated to assist Seller in obtaining documentation or other information from Buyer with respect to its loan approval, loan closing or the title or escrow documentation for the closing of the transaction. Broker's failure to cooperate as required above shall subject Broker to Commission forfeiture.
7. In the event that Buyer elects to purchase a property from Seller other than a property in the Community, Seller shall have no obligation to pay Broker a commission therewith unless a separate Agreement is established between Seller and Broker in writing, using the form hereof and Broker meets the obligations set forth therein.
8. Broker agrees to indemnify and hold harmless Seller, Seller's parent, subsidiary and affiliate companies and Seller's employees, officers and directors (collectively, the "Affiliates") from and against any and all claims, charges, costs, fees, obligations, damages, liabilities, expenses and attorneys' fees incurred by Seller or the Affiliates by virtue of Broker's actions or errors with respect to or in connection with this Agreement or the potential transaction between Seller and Buyer referred herein (the "Sale Transaction").
9. Broker has no independent authority to bind Buyer or Seller. Only Seller's form purchase agreement will be used. Broker may not advertise any of Seller's homes in any printed form.
10. If a real estate salesperson or broker other than Broker attempts to register as Buyer's broker within sixty (60) days after the date hereof, Seller shall only be obligated to pay a single Commission to the Broker which first registered Buyer at the Community in which Buyer purchased a home from Seller (assuming a sale contract is signed within such sixty (60) day period and all other criteria of this Agreement have been met).
11. This Agreement is only in effect for the Buyer described above and may be rescinded and terminated in Buyer's sole discretion upon written notice to Seller and Broker.
This Agreement shall not be effective unless it has been executed by an authorized officer of Seller. On-site sales representatives are not authorized representatives of Seller for such purposes.