Rules of engagement
AGREEMENT
between
PREMIER BROKER EXCHANGE
of Hilversum, The Netherlands
(hereinafter PBE)
and
Broker
(hereinafter called the Broker)
for the sale of luxury properties and assets
(hereinafter called the Property)
1. This agreement (the "Agreement") is made as of the date upon which the Broker's application to receive the Services was accepted by Premier Broker Exchange ("Effective Date"). This Agreement governs Broker's rights and obligations with respect to the Services (defined below). The Services consist of: (a) access to certain PBE websites, including http://www.pbe.com, and all available tools and services in these websites including, without limitation, an inventory and website advertising and management system, a private broker-to-broker MLS system for co-brokerage purposes and other related services that may be provided by PBE from time to time.
2. It is understood that the Brokers are authorised to manage the sale of the Property on a Central Agency basis. The Property will be offered for sale at an asking price which has been agreed by the Broker with the owner of the Property and no other price shall be quoted. The Broker will submit any and all offers of any type to the Owner for its consideration
3. The Broker is authorised to distribute information describing the Property to PBE and to list the Property on the PBE website, thus offering the Property to brokers who are PBE member and deemed to be qualified to negotiate a sale on a part-exchange basis. It will be the responsibility of the Broker to supply to PBE photographs, brochures, plans and all detailed information and also to keep PBE informed of any change in location, price, or specification of the Property.
4. During the period of this Agreement, it is understood that the Broker is the exclusive agent of the Owner for the sale of the Property. All enquiries received by the Broker from prospective Buyers through other PBE member brokers shall be monitored by PBE.
5. Upon completion of the sale of the Property through a PBE referral , or if it is otherwise transferred or conveyed during the term of this Agreement as a result of this referral, or in the event that a Buyer or his nominee(s) acquires a beneficial interest in the ownership or in the Property, the Broker agrees to pay PBE a fee of ten per cent of the gross sales commission.
6. It is specifically understood and agreed that PBE do not assume and are not delegated care, custody or control of the Property. Permission is hereby given to PBE to display information about the Property, on the PBE website or as otherwise agreed by arrangement with the Broker.
7. The Broker agrees that the owner of the Property shall at all times remain solely responsible for all taxes, duties, levies and other imposts wheresoever and howsoever arising, incurred or imposed in relation to the ownership, operation, management and any sale of the Property and any equipment used in connection with the Property and that PBE shall have no liability therefor.
8. Unless the Property is sold prior thereto, this Agreement shall remain in effect for a minimum of twelve (12) calendar months and shall continue thereafter unless cancelled by either party giving the other party sixty (60) days prior written notice of cancellation. In the event that this Agreement is terminated and the Property is sold within twelve (12) calendar months thereafter to a Buyer who was introduced to the the Brokers by PBE during the term of this Agreement, then the full fee as set out in Clause 4 shall be payable to PBE, upon PBE providing evidence that the Buyer had been introduced to Brokers by PBE. For the purposes of this clause the term "Buyer" shall include any nominee or agent, or any company owned or controlled by such a person, whether directly or indirectly.
9. This Agreement is binding on the Brokers and the Owner, their heirs, executors, successors, administrators and lawful assigns. This Agreement shall not be assigned without the previous consent in writing of the other party.
10. The terms of this Agreement are private and confidential and neither of the Parties hereto shall disclose any of the terms herein to any other person (other than affiliates, advisors or other persons with a legal interest in the Property) without the prior consent of the other party, unless otherwise required by applicable law or regulation. This Clause (Clause 9) shall terminate one year after the sale of the Property.
11. Indemnification: Broker agrees to indemnify, defend and hold PBE, its officers, directors, employees, agents, consultants and any third parties harmless from and against any and all claims, liabilities, damages, costs and expenses, including reasonable legal fees, related to or arising from the use of Materials provided to PBE by Broker or from any breach or alleged breach by broker of any of its obligations, representations, limitations or warranties contained in this Agreement.
12. The terms and conditions of this Agreement are subject to Dutch law.
