This is the agreement between Aari Referrals LLC and you, the Referral Associate. Please read it in full, complete your details, and sign at the bottom. Your electronic signature is legally binding under the federal E-SIGN Act and the Florida Uniform Electronic Transaction Act.
(Independent Contractor Agreement)
AARI REFERRALS LLC
This Referral Associate Agreement ("Agreement" or "RAA") is entered into by and between AARI REFERRALS LLC ("Broker" or "Company") and the undersigned Florida licensed real estate associate ("Associate"), effective as of the date of last signature below.
The following definitions are controlling for purposes of interpretation under this Agreement:
"Good Standing" means the Associate: (1) maintains an active Florida real estate license in good standing with DBPR; (2) has paid all fees when due or within applicable grace periods specified in Exhibit A; (3) is not subject to suspension or termination under this Agreement; (4) has not committed a Material Breach of this Agreement; and (5) has timely submitted all documentation required in Section 15.
Compliance Hold Carve-Out: The Company may temporarily suspend payment of compensation otherwise due to an Associate in Good Standing only upon documented evidence of: (a) regulatory risk or pending investigation by DBPR or FREC directly related to the specific referral; (b) suspected fraud or material misrepresentation by the Associate in connection with the specific referral; or (c) pending legal dispute, arbitration, or formal claim seeking damages directly related to the specific referral. Any such suspension must be based on specific documented facts, requires written notice to the Associate within five (5) business days, does not affect Good Standing for other referrals, shall be lifted upon resolution or within ninety (90) days if no formal claim or regulatory action is filed, and may be disputed under Section 22 with expedited mediation within thirty (30) days.
"Material Breach" means a violation that: (1) is willful or grossly negligent; (2) causes actual and demonstrable harm to the Company, a client, or a third party; or (3) constitutes a violation of Florida Statutes Chapter 475 or FREC rules.
"Company Policy" means the AARI Referrals LLC Operations Manual as amended from time to time with thirty (30) days' advance written notice. Policy amendments may not: (1) impose new fees beyond Exhibit A; (2) reduce the referral compensation split below 80/20; (3) expand the definition of Material Breach; (4) restrict Good Standing criteria beyond Section 0; or (5) shorten cure or grace periods.
"Company-Approved Systems" means the referral submission methods designated by the Company in writing, including the Company's online referral portal, direct email to the Broker at the official Company email address, or other methods authorized in writing by the Broker.
"Kept" means referral funds that: (1) have been received by the Company in cleared funds; (2) have remained in Company possession for thirty (30) calendar days following receipt without Notice of Dispute; and (3) are not subject to a pending judicial or arbitration proceeding seeking return of such funds.
"Reasonable Discretion" means determinations that are based on documented facts and specific contractual provisions, applied consistently, explained in writing, not arbitrary or discriminatory, and that allow the Associate an opportunity to respond before finalization, except where immediate action is required for client protection or regulatory compliance.
A Referral Associate is a licensed real estate professional affiliated with the Company in a strictly referral-only capacity. A Referral Associate does not represent buyers, sellers, landlords, or tenants; does not act as agent of record; does not participate in, supervise, or oversee any transaction; does not show property, draft, negotiate, advise on pricing, or perform any licensed brokerage service; and has no authority to bind the Company, AARI Realty LLC, or any receiving brokerage. The role is limited exclusively to introducing a prospective client and submitting the referral to the Broker in compliance with Company policy. Compensation is limited strictly to broker-to-broker referral fees actually received and kept, as governed by the Commission Structure Addendum (CSA) and Exhibit A.
A Managing Agent is the licensed agent assigned by the receiving brokerage to represent the client and conduct the transaction, owing all fiduciary duties to the client and earning the transaction commission. A Referral Associate is never a Managing Agent unless formally reaffiliated with AARI Realty LLC under a separate independent contractor agreement.
The Receiving Brokerage accepts the referral, assigns the Managing Agent, represents the client, and earns the transaction commission, bearing sole responsibility for client representation, transaction compliance, and payment of any referral fee pursuant to a written referral agreement.
All referrals are subject to exclusive Broker control. Only the Broker may accept or reject referrals, select or approve the Managing Agent, execute referral agreements, collect referral fees, and authorize disbursement. The Associate may not execute binding referral placement agreements without prior Broker approval, assign or commit specific agents or brokerages, negotiate referral terms with receiving parties, or deliver referrals outside Company systems. The Associate may engage in general professional networking but must submit all referrals through Company-approved systems before any binding agreement regarding placement.
The Associate may not act in any dual capacity in the same transaction. Nothing creates client agency, fiduciary duty to a client, or employment, partnership, or joint venture. Any activity outside the referral-only scope constitutes a Material Breach.
These definitions control all interpretations of authority and compensation eligibility. Fee schedules, commission addenda, examples, or illustrations do not expand authority.
The Associate is an independent contractor, not an employee. The Company does not withhold taxes, provide benefits, or control the manner or means of work except as required by law. The Associate is solely responsible for all taxes, expenses, insurance, licensure, and continuing education. Nothing herein limits the Broker's statutory supervision duties under Florida Statutes Chapter 475 and FREC rules.
The Associate is affiliated solely for referrals. The Associate may introduce prospective clients and receive lawful referral compensation as specified in the CSA and Exhibit A, but may not perform any transactional activity or handle funds, documents, negotiations, or showings. All referrals require a Company-approved written Referral Agreement executed prior to closing. License parking or avoidance of supervision is prohibited and constitutes a Material Breach.
All referrals must be submitted to the Broker first through Company-approved systems before any agreement with a receiving agent or brokerage regarding placement. Violations may result, based on the specific facts and subject to written determination, in: a written warning and administrative fee not to exceed $100 for minor violations; ineligibility for compensation on non-compliant referrals plus documented administrative costs for moderate or repeated violations; and for Material Breaches involving intentional circumvention or regulatory exposure, ineligibility on all affected referrals, suspension up to ninety (90) days, or termination under Section 18. The Associate shall receive written notice with specific findings and ten (10) business days to respond before any final determination, except where immediate action is required to protect clients or comply with regulatory obligations.
The Associate affirms they are not affiliated with another brokerage for transactional activity. Any unauthorized brokerage activity is grounds for immediate termination.
The Associate shall maintain active Florida real estate licensure in good standing; comply with all laws and regulations, including Florida Statutes Chapter 475 and FREC rules; follow the RAA, CSA, Exhibit A, and Company policies as properly communicated; submit documentation timely under Section 15; comply with Fair Housing laws; use Company branding only with written approval; and notify the Company within 24 hours of any change in license status, disciplinary action, or legal proceeding affecting licensure.
All Company, client, and referral information constitutes Confidential Information. The Associate shall not disclose, use, or exploit Confidential Information except as necessary to perform authorized referral activities. Confidentiality obligations survive termination indefinitely.
The Company maintains E&O insurance that may provide coverage for authorized referral activity within the scope of this Agreement. Coverage applies only to authorized referral activity; unauthorized conduct, Material Breaches, or intentional violations are excluded. The Associate is encouraged to maintain supplemental professional liability insurance. The Company may offset E&O deductibles against compensation only after a formal claim is resolved, with written documentation of the Associate's contributing conduct, proportional to fault, with fifteen (15) business days' written notice and an opportunity to dispute under Section 22.
Compensation is governed exclusively by the CSA and Exhibit A, both incorporated by reference. No wages, salary, draws, or benefits are provided. Referral compensation is contingent and may only be earned upon satisfaction of all conditions specified in the CSA and Exhibit A.
The Associate must submit all required documentation within the documentation deadline set in Exhibit A, including the Company-approved Referral Agreement (fully executed), closing confirmation or settlement statement, proof of referral fee receipt by Company, and any additional documentation reasonably requested by the Broker. Failure to comply may result in delayed or denied compensation, as specified in the CSA.
The Associate bears all business expenses, including license renewal and continuing education, professional association dues, approved marketing materials, technology and communications, and transportation. The Company is not responsible for reimbursing any expenses unless expressly agreed in writing in advance.
The Associate shall indemnify, defend, and hold harmless the Company, its officers, managers, and agents from claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) directly and proximately caused by the Associate's acts, omissions, negligence, or willful misconduct; violation of this Agreement or applicable law; misrepresentation or fraud; or claims where the Associate's conduct was the primary proximate cause. This obligation does not apply to the extent claims arise from the Company's gross negligence, willful misconduct, or breach, and shall not exceed the greater of $50,000 or the total referral compensation received by the Associate in the 24 months preceding the claim, unless the claim arises from the Associate's intentional fraud, criminal conduct, or willful violation of Florida Statutes Chapter 475.
This Agreement commences on the effective date and continues for one (1) year, renewing automatically each year unless either party provides written notice of non-renewal at least thirty (30) days prior to renewal. Either party may terminate at any time, with or without cause, upon written notice, effective immediately upon delivery. Termination does not affect the Company's right to receive its agreed share of referral compensation for any referral submitted prior to termination. Provisions relating to compensation, payment timing, compliance, confidentiality, record retention, and survival shall survive termination.
Upon termination, the Associate shall immediately return all Company property and access credentials, remove all public-facing representations of affiliation, cease using Company name and branding, and cooperate with transition of pending matters. Referrals properly submitted before the termination date remain eligible for compensation provided all CSA and Exhibit A conditions are satisfied and the Associate maintains Good Standing through the earlier of the payment date or ninety (90) days after termination. A retirement exception allows retiring associates to receive earned compensation, subject to an anti-abuse provision if the Associate reactivates a Florida license with another brokerage within 180 days under circumstances constituting misrepresentation or bad faith, with the Company bearing the burden of proof.
For twelve (12) months following termination, the Associate shall not directly or indirectly solicit, recruit, or encourage any active AARI Referrals LLC or AARI Realty LLC associate or employee to terminate their relationship with the Company, limited to the State of Florida for the first six (6) months and thereafter to counties where the Associate actively worked or the Company maintains offices. "Solicit" means active recruitment and excludes general social media posts, responses to unsolicited inquiries, and general networking. This restriction does not apply if the Company terminated the Associate without cause. If any restriction is deemed overbroad, it shall be reformed to the maximum extent permitted by Florida law.
To return to active transactional services, the Associate must submit a written reactivation request, execute the current AARI Realty LLC Independent Contractor Agreement and related documents, pay the reactivation fee set in Exhibit A, meet all licensing, compliance, and training requirements, and obtain Broker approval, which is discretionary and not guaranteed. Reactivation requires a separate agreement, is subject to different fee structures and obligations, and does not continue any terms from this referral-only Agreement.
Any dispute arising from or related to this Agreement shall first be submitted to non-binding mediation in Lee County, Florida. If mediation does not resolve the dispute within sixty (60) days of the initial request, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association in Lee County, Florida, under its Commercial Arbitration Rules, before a retired Florida judge or attorney with at least fifteen (15) years of real estate law experience. The prevailing party is entitled to reasonable attorneys' fees and costs. Either party may seek injunctive relief in court for breach of confidentiality, unauthorized use of Company name or branding, violation of non-solicitation, or unauthorized referral activities.
BY SIGNING THIS AGREEMENT, BOTH PARTIES KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THEIR CONSTITUTIONAL RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES. This waiver applies to all claims, whether in contract, tort, statutory, or otherwise, whether arising during the term or after termination. Each party acknowledges they have read and understand this waiver, have had the opportunity to consult legal counsel, and make this waiver freely and without duress. The Associate must enter their initials below to acknowledge this waiver.
This Agreement is governed by the laws of the State of Florida, without regard to conflicts of law principles. Venue for any court proceeding shall be in Lee County, Florida.
This Agreement, together with the Commission Structure Addendum (CSA) and Exhibit A (Fee Schedule), constitutes the entire agreement and supersedes all prior negotiations or understandings. This RAA may be amended only by a written document signed by both parties. In the event of conflict, the RAA controls authority, conduct, supervision, and enforcement; the CSA controls compensation structure, eligibility, and payment conditions; and Exhibit A controls specific dollar amounts and fee schedules. No oral statement shall modify any provision.
If any provision is held invalid, illegal, or unenforceable, the remaining provisions continue in full force. If any restriction is found unreasonable or overbroad, it shall be modified to the minimum extent necessary to make it enforceable.
All notices shall be in writing and delivered by email to the party's last email address on file or certified mail to the last physical address on file. Email notices are deemed received upon transmission; mailed notices three (3) business days after mailing. The Associate must keep contact information current and notify the Company of changes within five (5) business days.
The parties acknowledge that this Agreement creates a bona fide independent contractor relationship for referral-only affiliation with a licensed Florida brokerage; that compensation is for referral services rendered by a licensed professional maintaining active licensure under Florida Statutes Chapter 475; that all referral fees paid by third-party brokerages are paid to AARI Referrals LLC as broker of record, which then distributes the Associate's portion; that if any referred client is serviced by AARI Realty LLC or an affiliate, all required disclosures under the Real Estate Settlement Procedures Act (RESPA) and Florida law shall be provided to the client; and that all referrals comply with Florida Statutes Chapter 475 and FREC Rule 61J2-10.032 regarding referral fees between licensed brokers.
AARI REFERRALS LLC
Broker Name: Marlenyi L. Paredes
Broker License: BK3648207
This Commission Structure Addendum (CSA) is incorporated into and made part of the Referral Associate Agreement (RAA) between AARI REFERRALS LLC (the "Company") and the Associate. This CSA governs only referral compensation eligibility, calculation, and payment conditions. All dollar amounts, fees, splits, and charges are set forth exclusively in Exhibit A (Fee Schedule), incorporated by reference. In the event of conflict, the RAA controls authority and conduct, this CSA controls compensation structure and eligibility, and Exhibit A controls specific dollar amounts.
This CSA replaces all prior commission schedules or payment understandings, written or oral. It applies only to referral activity, the introduction of a potential transaction to the Company for broker-to-broker referral handling, and does not authorize transaction-based brokerage services, client representation, negotiation, marketing, showing, pricing, advisory services, or any licensed activity other than permitted referrals.
The Company may amend this CSA or Exhibit A upon thirty (30) days' advance written notice by email or portal posting, deemed received upon transmission. The Associate may reject an amendment by giving written notice of termination within the 30-day period; continued affiliation after the effective date constitutes acceptance. Amendments apply prospectively only to referrals submitted after the effective date. No amendment is applied retroactively to forfeit compensation for referrals submitted in good faith under prior terms.
Referral compensation is earned only if and when all requirements in this CSA, the RAA, and Exhibit A are satisfied, and applies only to the gross referral fee actually received and kept by the Company. After the thirty (30) day safe harbor period, funds are presumed kept unless the Company receives a Notice of Dispute. There are no guarantees, caps, minimums, vesting rights, or implied earnings.
Nothing entitles the Associate to transaction commissions, agent splits, client-paid fees, bonuses, or compensation earned by any managing broker, agent, or receiving brokerage. The Associate's sole potential compensation is the broker-to-broker referral fee actually received and kept by the Company.
All referrals must be submitted directly to the Company through approved systems before any binding agreement with a receiving agent or brokerage. Once submitted, all referrals, client information, and placement decisions are the exclusive property of the Company. Violations are addressed through the proportionate remedies in RAA Section 9.
Referral compensation is not earned and will not be paid unless: (1) the transaction closes; (2) a valid Referral Agreement is properly executed and submitted within the documentation deadline in Exhibit A; (3) the referral fee is received and kept; (4) documentation is verified complete; and (5) the Associate is in Good Standing at the time of payment. If compensation is withheld, offset, or denied, the Company shall provide written notice within ten (10) business days, and the Associate has fifteen (15) business days to respond or cure.
Referrals remain valid for twelve (12) months from submission unless extended by the Broker in writing or specified otherwise in the Referral Agreement. For new construction with builder contracts requiring 18 to 24 month timelines, the validity period extends to twenty-four (24) months, provided the Associate notifies the Broker in writing within thirty (30) days of submission.
The Company may offset amounts owed by the Associate against compensation due with five (5) business days' notice. If a referral fee is reduced, reversed, or refunded after payment, the Company may offset, invoice, or recover the proportional amount, exercised within two (2) years of payment. Only referrals properly submitted before the termination date remain eligible, subject to Good Standing and cooperation. These rights survive termination.
By signing the RAA, the Associate acknowledges they have read and understood this CSA and Exhibit A, had the opportunity to consult legal or financial advisors, not relied on any oral representations, and understood that referral compensation is contingent and not guaranteed.
This Exhibit A sets the referral compensation splits, fees, and payment timing for referral-only affiliation, incorporated into the RAA and CSA.
80% to the Associate, 20% retained by AARI Referrals LLC, applied only to the gross referral fee actually received and kept by the Company. There are no caps, minimums, guarantees, or vesting rights.
The Associate must submit the documentation required under the RAA and CSA within ten (10) business days after the closing date shown on the settlement statement. For documents the Associate does not control and cannot produce directly, such as the final settlement statement or written confirmation that the receiving brokerage has paid the referral fee, the deadline is five (5) business days after the Associate receives the document. The Company will not deny compensation for a delay caused by documents outside the Associate's reasonable control, provided the Associate forwards them within that five (5) business day window. This referral-only deadline is intentionally separate from, and more lenient than, the compliance file deadline that applies to active AARI Realty LLC agents, who serve as agent of record and are responsible for the transaction file.
No transaction fees apply to referral payouts. Referral fees are disbursed within five (5) business days after the later of: (a) Company receipt of the referral fee in cleared funds plus the thirty (30) day kept period, or (b) written confirmation that all documentation requirements are satisfied. Payment is contingent on the Associate being in Good Standing. All fees are non-refundable once charged, except a pro-rata refund of prepaid annual fees may be provided at the Company's discretion if the Company terminates without cause, or where fees were charged in error.
All examples are illustrative only and do not create entitlement, minimum earnings, or guarantees. Specific terms are governed by the full Exhibit A on file with the Company.
Please scroll through all three documents above (RAA, CSA, and Exhibit A) before signing.