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Service Agreement for Busy Bee Contract to Close, LLC

(Busy Bee CTC, LLC)

Table of Contents

Introduction: Effective Date and Parties Involved​

 

 

 

1. Services​

   • Description of services provided by Busy Bee CTC, LLC as a Transaction Coordinator & Responsibilities of the Agent

2. Hours of Operation

   • Busy Bee CTC, LLC’s business hours and observed holidays

3. General​

   • Communication methods

   • Dispute resolution process

4. Compensation and Payment​

   • Pricing for services

   • Payment terms and late payment penalties

5. Intellectual Property​

   • Ownership of intellectual property rights and usage restrictions

6. Confidentiality​

   • Protection of confidential information

7. Non-Solicitation of Employees and Others​

   • Restrictions on soliciting Busy Bee CTC, LLC’s employees and business relationships

8. Term​

   • Duration of the agreement

   • Termination conditions

9. Limitation of Liability​

   • Busy Bee CTC, LLC’s limited liability

10. General​

    • Communication methods

    • Dispute resolution process

11. Force Majeure​

    • Exemption of liability for uncontrollable circumstances

Execution of Agreement

 

 

 

 

 

• Signatures of authorized officers representing the parties

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Please note that this is a condensed version of the original document below, providing a brief overview of each section for easier reference.

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Service Agreement

INTRODUCTION

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This Services Agreement (this "Agreement"), dated as of __________________________ (the "Effective Date"), is entered into

 

by and between Busy Bee Contract to Close, LLC ("Busy Bee CTC, LLC"), and _______________________________(“Agent").

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1. Services.

Busy Bee CTC, LLC agrees that it shall exercise reasonable effort and due diligence to render services to Agent on matters pertaining to transaction coordination services ("Services"). You agree that Busy Bee CTC, LLC is an independent contractor and not an employee. Busy Bee CTC, LLC will ONLY act as the transaction coordinator on all hired transactions. Busy Bee CTC, LLC is not the acting real estate licensee with regards to the property transactions and therefore is not responsible for such. Busy Bee CTC, LLC shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement. Agent agrees and acknowledges that Busy Bee CTC, LLC will commence all agreed upon services as specifically outlined in this Agreement. The Parties do not intend a separate agreement to be signed each time work is commenced on a different property or transaction. This Agreement shall cover all transaction coordination work completed by Busy Bee CTC, LLC with the Agent during the course of the Parties’ work together. Busy Bee CTC, LLC shall only be responsible for completing specific tasks as described within this Agreement. No ancillary services shall be provided by Busy Bee CTC, LLC unless otherwise agreed upon in writing.

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Busy Bee CTC, LLC will perform the following services:

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• Administrative task during the transaction (from time of execution of the contract until the closing date). This includes communication with all parties of the transaction, uploading documents to the Brokerage Compliance system, sending documents out for signature, and ensuring documents are sent to parties during the transaction.

• Follow up on all the deadlines of the contract and provide the agent with updates. Agent is responsible for all deadlines. TC will send AFrame invites to Agent for important deadlines and transaction updates on the go.

• Draft documents and amendments under the direction of the Agent. Agent will have to provide specific verbiage for the documents and approve them before sending them to client for signature​

  • Busy Bee CTC, LLC does not draft contracts without instruction in writing. Busy Bee CTC, LLC will not send out contracts or offers for signature prior to execution of the buyer or seller representation agreement.

• Communicate with the agent in a timely manner (within 2 hours, if not sooner) during business hours. Communication outside our working hours will be responded to the next business day. See working hours in Section 2.

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Agent’s Responsibilities:​

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• Agent will fill out the "Agent Registration" form using the website www.busybeectc.com/agent-registration and furnish all necessary logins to their systems. Additionally, Agent will sign this Service Agreement before commencement of any services.

• Agent will provide Busy Bee CTC, LLC with all contact information pertinent to the transaction using the New Transaction form provided for Buyer or Listing coordination at www.busybeectc.com/new-transaction. For Contract to Close only service, all executed documents must be furnished. Contract submission must be completed by 3pm CST for same-day dispatch; otherwise, it will be sent out the following business day.

• Agent will communicate promptly (within 2 hours) with the transaction coordinator assigned to their transaction and relay any updates about the transaction where the transaction coordinator has not been involved in the communication.

• Agent will remain the primary point of contact status for their client. While we support the agent and the client with the email communication during the transaction, any inquiries regarding the contract, deadlines, payments, negotiations, etc., will be addressed by the agent.

• Agent will undertake all negotiations during the transaction.

• Agent will verify the completion of all repairs and ensure proper documentation is received. Busy Bee CTC, LLC will request receipts from the Listing Agent or Seller.

• Agent acknowledges that the retention of Busy Bee CTC, LLC does not absolve Agent of their fiduciary duties required of Agent in any capacity within any given transaction herein engaged.

• Agent will manage any matters that require attention outside of our working hours. (see Section 2)

• Agent will review and approve the Settlement Statement/Closing Disclosure with Title.

• Upon the closure of the file and receipt of funds, all requests/questions will be directed to the agent.

• Agent will prepare termination paperwork and dispatch signed documents to all parties if the transaction terminates.

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2. Hours of Operation.

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Busy Bee CTC, LLC is open for business Monday through Friday, from 9:00 am to 6:00 pm CST, excluding holidays. Busy Bee CTC, LLC will observe the following holidays: New Years Day, Martin Luther King Day, President’s Day, Good Friday, Memorial Day, Fourth of July, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day and the day after, Christmas Eve and Christmas Day. Should the holiday land on a Saturday or Sunday, Busy Bee CTC, LLC will observe the holiday on the preceding Friday, following Monday, or day after the holiday.

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3. General .

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All written communication made between the Parties in furtherance of this Agreement shall be done through electronic mail (e-mail ) and text. Any communication made that is not done via e-mail & text shall not be considered received by Busy Bee CTC, LLC.

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4. Compensation and Payment.

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For the Services to be performed hereunder, Agent shall pay to Busy Bee CTC, LLC the fixed fee set out as followed:

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SERVICES & PRICE LIST

Pre-Contract Coordination- $99 at file registration

• All documents sent to agents client for signatures prior to contract or listing

  • IABS

  • Buyer/ Seller Rep Agreement

  • Wire Fraud

  • General Information

  • MLS Data Sheet (listings)

  • For Your Protection (buyers)

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Busy Bee Contract to Close- $300 at closing

• Inspection scheduling 

• Appraisal scheduling 

• Schedule maintenance 

• Lender check-ins 

• Clear communication with all parties involved 

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Busy Bee Buyer PRO- $399 at closing

• Everything included in Busy Bee Contract to Close package and... 

• Showing scheduling 

• Drafting and Updating offer as needed 

• Title opening and coordination 

• Lender Coordination 

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Busy Bee Listing PRO- $399 at closing

• Everything included in Busy Bee Contract to Close package and... 

• Photo & Video scheduling 

• MLS entry 

• Creation of three social media posts for you: 

  • New Listing

  • Under Contract 

  • Sold

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Busiest Bee PREMIUM- $699 at closing

• Everything included in both Busy Bee Listing and Buyer PRO 

• Coordinated experience from listing to finding a new property

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Busy Bee Listing PRO add on- $99 at file registration

• Market insights report weekly 

• Showing service setup 

• Accurate property descriptions 

• Creation of one open house flyer design

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2.1 All prices are subject to change. Should there be an updated price, an amendment to the Service Agreement will be sent for signature.

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2.2 Payment

(a) Contract to Close services are due at the time of closing and funding, regardless of when the commission check is received by the agent. If the Agent’s Brokerage allows the Busy Bee CTC, LLC fee to be listed on the Commission Disbursement Authorization (CDA), then Busy Bee CTC, LLC will put our fee on the CDA to be received when Title cuts the checks. Any Contract to Close Busy Bee CTC, LLC fee that is not able to be added to the CDA will be paid through the Agent’s Credit Card that is held on file in Quickbooks. For all payments processed through Quickbooks, the invoice will be sent to the agent the day after closing and the Credit Card will be processed at that time. Agent will incur any penalties associated with failed payments. Payment that has not been received within five (5) calendar days of the invoice due date will be considered a late payment. Late payments will incur a $25.00 late fee, with a fee of $10 per day additionally after that. Should the invoice remain unpaid for thirty (30) calendar days, Busy Bee CTC, LLC will turn over the unpaid invoice to collections and will not be required to complete any additional work on Agent’s behalf until the payment is made in full, including all applicable late fees.

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(b) Listing Coordination, Pre-Contract Coordination, and Listing Plus services are paid before the service is performed. Agent will submit their request for service and make the payment on the form located on the Listing Coordination & Compliance pages of the Busy Bee CTC, LLC website. Agent will incur any penalties associated with failed payments. Should an invoice be sent for payment, any payment that has not been received within five (5) calendar days of the invoice due date will be considered a late payment. Late payments will incur a $25.00 late fee, with a fee of $5 per day additionally after that. In the case the invoice remains unpaid for thirty (30) calendar days, Busy Bee CTC, LLC will turn over the unpaid invoice to collections and will not be required to complete any additional work on Agent’s behalf until the payment is made in full, with all applicable late fees.

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2.3 Cancellation

Upon Cancellation of a transaction once services have begun, a Cancellation fee of $99 will be due upon notice. An invoice will be sent to the email on file and the broker of record. Should an invoice be sent for payment, any payment that has not been received within five (5) calendar days of the invoice due date will be considered a late payment. Late payments will incur a $25.00 late fee, with a fee of $5 per day additionally after that. In the case the invoice remains unpaid for thirty (30) calendar days, Busy Bee CTC, LLC will turn over the unpaid invoice to collections and will not be required to complete any additional work on Agent’s behalf until the payment is made in full, with all applicable late fees

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5. Intellectual Property.

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All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, email templates, checklists, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Agent under this Agreement or prepared by or on behalf of Busy Bee CTC, LLC in the course of performing the Services (collectively, the "Deliverables") except for any Confidential Information of Agent or Agent-provided materials shall be owned exclusively by Busy Bee CTC, LLC. Intellectual Property cannot be used by Agent without express written consent provided by Busy Bee CTC, LLC.

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6. Confidentiality.

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From time to time during the Term of this Agreement, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 4; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy.

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7. Non-Solicitation of Employees and Others.

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During the term of this Agreement and for a period of three (3) years after the termination, expiration or nonrenewal thereof, neither Agent nor any company, corporation, partnership, sole proprietorship, individual or entity owned, operated, managed, directed, affiliated or otherwise controlled partially, fully, directly or indirectly by Contractor (the “soliciting Party”) will, either directly or indirectly through another person or entity: (A) induce or attempt to induce any employee of Busy Bee CTC, LLC to leave the employ of, or service to Busy Bee CTC, LLC; (B) solicit for hire or hire any person who is or was an employee of Busy Bee CTC, LLC until six (6) months after such individual’s employment or service relationship with Busy Bee CTC, LLC has been terminated; (C) solicit, induce or attempt to solicit or induce any active or current customer of Busy Bee CTC, LLC to cease or reduce doing business with Busy Bee CTC, LLC, or in any way interfere or attempt to interfere with the relationship between any such customer, client or business associate of Busy Bee CTC, LLC.

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8. Term.

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This Agreement shall commence as of the Effective Date and shall continue thereafter until terminated pursuant to Section 8 (the "Term").​​

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Termination Conditions:​

• Either party may terminate this Agreement, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 7 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 30 days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this section, Busy Bee CTC, LLC may terminate this Agreement before the expiration date of the Term on written notice if Agent fails to pay any amount when due hereunder: (a) and such failure continues for 7 days after Busy Bee CTC, LLC's written notice to Agent of nonpayment; or (b) more than 2 time[s] in any 12 month period. Should this agreement be terminated before the closing of any transaction then full payment of the Busy Bee CTC, LLC fee will be due immediately.

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9. Limitation of Liability.

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Busy Bee CTC, LLC has the authorization to conduct actions on your behalf and at your direction, according to the terms of the relationship specified in writing in advance. At all times, however, you are solely responsible for the work performed by Busy Bee CTC, LLC on your behalf, and you acknowledge that it is your responsibility to supervise and approve any and all work performed in your name by Busy Bee CTC, LLC. In no event shall Busy Bee CTC, LLC be liable to Agent or any third party for any loss of use, revenue, profit, or loss of data, or diminution in value, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort, including negligence, or otherwise, regardless of whether such damage was foreseeable and regardless of whether or not Busy Bee CTC, LLC had been advised of the possibility of such damages and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event shall Busy Bee CTC, LLC’s Aggregate Liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed one time the aggregate amounts paid on the transaction or payable to Busy Bee CTC, LLC pursuant to this agreement.

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10.Dispute.

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Any dispute, controversy, or claim arising out of or related to this Contract or any breach or termination of this Contract, including but not limited to the Services you provide to Owner, and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered within Montgomery County, Texas before a single arbitrator, in accordance with the arbitration rules, regulations, and requirements. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. Arbitration shall proceed only on an individual basis. The parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective claims against each other in court, arbitration, or any other proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Contract and the arbitrability of any dispute between the Parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. Attorney’s fees will be included in the amount determined by the arbitrator.

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11.Force Majeure.

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Busy Bee CTC, LLC shall not be liable or responsible to Agent, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Busy Bee CTC, LLC including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 14 days, Agent shall be entitled to give notice in writing to Busy Bee CTC, LLC to terminate this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.

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