Realtor Referral Agreement

This Agreement is entered into this _____ day of _________________, 20____ by and between The Downpayment Company (hereinafter "DPCO"), and ______________________ (hereinafter "Broker"), with reference to the following facts:

I. DPCO and Broker are each duly licensed real estate brokers in the State of California;

II. DPCO provides mortgage financing and referral services to prospective homebuyers;

III. The client described in paragraph 1 below (Client) has requested DPCO to refer Client to a real estate broker who will assist Client in listing and selling Client's existing home, if applicable, and/or locating and negotiating a home purchase;

IV. Broker desires to act as agent for Client in listing and selling Client's existing home, if applicable, and/or locating and negotiating a home purchase; and V. The parties desire to establish a referral arrangement to facilitate Client's selling and/or purchase of a home as set forth herein;

1. Referral of Client. DPCO hereby refers _____________________ (Client) to Broker for the purpose of enabling Broker to act as agent for Client in the listing and sale of Client's existing home, if applicable, and in locating and negotiating a home purchase. Broker, in turn, hereby appoints ______________________________ to act as the Client's real estate agent.

2. Weekly Updates. Broker or Broker's agent agrees to provide DPCO with a weekly update, apprising DPCO of the status of the referral, and the name, phone number, and escrow number of the escrow holder, if and when applicable.

3. Referral Fee. In the event Client sells and/or acquires a property through the brokerage services provided by Broker, Broker hereby agrees to pay to DPCO a referral fee upon close of escrow, payable by the escrow holder from commissions due Broker, equal to 25% of the listing and/or sales commissions earned by Broker for representing Client as Seller and/or Buyer. DPCO shall not be entitled to any referral fee from Broker in the event Broker acts as agent for buyer in the sale of Client's existing home, if applicable, or from listing commissions which may also be earned by Broker for acting as agent for the seller in Client's purchase of a new home.

A. Broker and Broker's appointed agent acknowledge that DPCO receives compensation from its lenders for arranging financing on behalf of its Clients. Accordingly, Broker and its agent agree not to solicit, either directly or indirectly any Clients referred by DPCO to obtain competing financing. Should Broker or Broker's agent do so, DPCO shall terminate all future referral business with Broker.

B. In the event, Broker or Broker's agent does arrange financing on Client's behalf or steers Client away from DPCO toward a competing financing source, the referral fee specified in paragraph 3 above shall be increased from 25% to 50%. This provision shall not apply if Client independently decides to obtain financing through a lender not affiliated with Broker, or if Client is denied financing by DPCO's lenders.

5. Indemnification. DPCO and Broker shall each indemnify the other against and hold the other harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorney's fees, arising out of, connected with or resulting from (i) a default on the indemnifying party's obligations under this Agreement, or (ii) the wrongful, fraudulent, or negligent acts, errors, or omissions on the part of the indemnifying party, its agents, or attorneys arising out of or connected with the property sale and/or purchase transaction contemplated hereunder whether ultimately consummated or not.

6. Term and Cancellation. The term of this agreement shall run for 12 (twelve) months from the date hereof. Either party may cancel this agreement at any time for any reason upon written notice to the other party, provided, however, that if Broker cancels this agreement, and Client subsequently sells and/or purchases a property through Broker within 180 days following cancellation, DPCO shall still be entitled to receive the applicable referral fee provided for under 3 or 4 above.

A. The section headings appearing herein shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning or intent of the provisions of this Agreement.

B. No waiver by either party of any breach of any provision of this Agreement shall be deemed to be a waiver of any breach of any other provision hereof.

C. In the event any covenant, condition or provision herein contained is held to be invalid by final judgement of any court of competent jurisdiction or other governmental body having jurisdiction, the invalidity of such covenant, condition or provision shall not invalidate any other covenant, condition or provision herein contained.

D. This Agreement shall be construed and enforced in accordance with the laws of the State of California.

E. This Agreement shall be binding on the parties hereto and their respective heirs, executors, administrators, successors, and assigns.

F. All words used in this Agreement shall be construed to include the plural as well as the singular number, and words used herein in the present tense shall include the future as well as the past, and words used in the masculine gender shall include the feminine and neuter.

G. Should either party hereto bring suit in court to enforce the terms hereof, any judgement awarded shall include court costs and reasonable attorney's fees to the prevailing party.

H. The Parties shall execute any documents or instruments, and do or cause to be done any act as may be necessary to carry out the terms of this Agreement.

I. Exhibits attached hereto and addenda initialed by the parties are deemed by attachment to constitute part of this Agreement and are incorporated herein.

J. This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all parties thereto, notwithstanding that all of the parties are not signatories to the original or same counterpart.

K. Time is of the essence of this Agreement and this contract shall not be amended, altered or otherwise modified except by written document executed by the parties hereto.

The mortgage financing described herein is available for properties located in California only.

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