Non-Exclusive Listing Agreement
TERMS AND CONDITIONS
NON-EXCLUSIVE RIGHT TO SELL TIMESHARE/FRACTIONAL
LISTING AGREEMENT & AGENCY DISCLOSURE
THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT YOUR ATTORNEY OR TAX ADVISOR.
THIS AGREEMENT (“Listing Agreement’) is entered into by and between Premier Timeshare Resale with RE/MAX Associates (the "Company") and person hereby listing the property for sale (the “Seller”).
1. TERM OF LISTING. Seller hereby grants to the Company, including Premier Timeshare Resale’s agents (the "Seller's Agent"), as the authorized agents for the Company, starting on today’s date, and ending in exactly 6 months (the "Listing Period"), unless renewed by Seller, the Non-Exclusive Right to Sell timeshare or fractional ownership property owned by Seller described in the attached form (“Property”) as completed by Seller at the listing price entered in to the “listing price” form field by Seller and the terms stated in this agreement.
2. NON-EXCLUSIVITY. Seller is not limited to listing the property only with the Company for sale. Seller may, at any time, sell the property independently or with another company. If the property is sold by another company, Seller will not owe any fee to the Company. If, within the Listing Period or any extension of the Listing Period, the Property is withdrawn from for-sale status, transferred, conveyed, leased, rented, or made unmarketable by a voluntary act of Seller, Seller agrees to give immediate notice to the Company to remove the property from the Company’s listing inventory.
3. BROKERAGE FEE. There is no fee for a Non-Exclusive Listing with the Company. If, during the Listing Period or any extension of the initial term, an agent of Premier Timeshare Resale/RE/MAX Mountain Properties locates a party who is ready, willing and able to buy the Property, at a price and terms to which Seller may agree in writing, Seller agrees to then enter into an EXCLUSIVE LISTING AGREEMENT with the Company, agreeing to pay a brokerage fee in the amount of $1,500 or 15% of such acquisition price, whichever is greater, unless a different amount is agreed to between Seller and the Company at the time a Buyer is presented and the Exclusive Listing Agreement is signed. The brokerage fee, unless otherwise agreed to in writing by Seller and the Company, shall be due and payable on the date of recording of the closing documents for the acquisition of the Property. The Company is authorized to share the brokerage fee with another brokerage participating in any transaction resulting from this Listing Agreement. In some cases, the developer of a timeshare project retains a right of first refusal for the property. Should the developer exercise right of first refusal, the brokerage fee shall be due and payable from Seller’s proceeds on the date of recording of the closing documents. If the Developer pays Seller the commission, Seller agrees to, immediately upon receipt of funds, send a check to RE/MAX Mountain Properties for the commission amount agreed to in the contract. THE PROPERTY WILL NOT BE SOLD AND A BROKERAGE FEE WILL NOT BE DUE OR COLLECTED UNTIL A SEPARATE EXCLUSIVE LISTING AGREEMENT WITH THE BROKERAGE FEE AMOUNT SPECIFIED IS SIGNED AND AGREED TO BY SELLER AND COMPANY.
4. PROTECTION PERIOD. If, within three months of the termination or expiration of this Listing Agreement, the Property is acquired by any party to whom the Property was offered or shown by the Company, Seller's Agent, Seller, or another real estate agent during the Listing Period, or any extension of the Listing Period, Seller agrees to the terms stated in Section 2, unless Seller is obligated to pay a brokerage fee on such acquisition to another brokerage based on another valid listing agreement entered in to after the expiration or termination date of this Listing Agreement.
5. SELLER WARRANTIES/DISCLOSURES. Seller warrants to Company that the individuals or entity listed on this Listing Agreement as "Seller" represents all of the owners of record of the Property. Seller warrants that it has marketable title and the right to sell, lease, or exchange the Property. Seller agrees to execute the necessary documents of conveyance. Seller agrees to furnish Buyer with good and marketable title. Seller agrees to fully inform and warrant to Seller’s Agent the dates for which Seller has the right to physically occupy Property. Seller agrees to fully inform Seller's Agent regarding Seller's knowledge of the Property. Upon signing the Listing Agreement, Seller agrees to personally complete and sign a Seller's Disclosure Statement form. Seller agrees to indemnify and hold harmless Seller's Agent and the Company against any claims that may arise from: (a) Seller providing incorrect or inaccurate information regarding the Property; (b) Seller failing to disclose material information regarding the Property.
6. AGENCY RELATIONSHIPS. By signing this Listing Agreement, Seller designates Seller’s Agent and the Principal/Branch Broker for the Company (the “Broker”), as agents for Seller to locate a buyer for the Property. Seller authorizes Seller’s Agent or Broker to appoint another agent in the Company to also represent Seller in the event Seller’s Agent or the Broker will be unavailable to service the Property. As agents for Seller, they have fiduciary duties to Seller that include loyalty, full disclosure, confidentiality, and reasonable care. Seller understands, however, that Seller’s Agent and Broker may now, or in the future, be agents for a Buyer who may wish to negotiate a purchase of the Property. In such an instance, Seller’s Agent and Broker would be acting as Limited Agents - representing both Seller and buyer at the same time. A Limited Agent has fiduciary duties to both Seller and buyer. However, those duties are “limited” because the agent cannot provide to both parties undivided loyalty, full confidentiality and full disclosure of all information known to the agent. For this reason, the Limited Agent is bound by a further duty of neutrality. Being neutral, the Limited Agent may not disclose to either party information likely to weaken the bargaining position of the other – for example, the highest price buyer will offer, or the lowest price Seller will accept. SELLER IS ADVISED THAT NEITHER SELLER NOR BUYER IS REQUIRED TO ACCEPT A LIMITED AGENCY SITUATION IN THE COMPANY, AND EACH PARTY IS ENTITLED TO BE REPRESENTED BY ITS OWN AGENT. If Limited Agency is agreed to; (a) Seller authorizes Seller’s Agent and Broker to represent both buyer and Seller as Limited Agents when Seller’s Agent and the Broker also represent the buyer of the Property that Seller owns;
(b) Seller further agrees that when another agent in the Company represents a buyer, that agent will exclusively represent buyer, Seller’s Agent will exclusively represent Seller, and Broker will act as a Limited Broker. IN EITHER EVENT, IF LIMITED AGENCY IS AGREED TO BELOW, BUYER AND SELLER WILL BE REQUIRED TO SIGN A SEPARATE LIMITED AGENCY CONSENT AGREEMENT AT THE TIME THE LIMITED AGENCY SITUATION ARISES.
7. PROFESSIONAL ADVICE. Company and Seller’s Agent are trained in the marketing of timeshare, fractional and full ownership. Neither the Company nor its agents are trained or licensed to provide Seller or any prospective buyer with legal or tax advice, or with technical advice regarding the physical condition of the Property. SELLER IS ADVISED NOT TO RELY ON THE COMPANY, OR ON ANY AGENTS OF THE COMPANY, FOR A DETERMINATION REGARDING THE PHYSICAL OR LEGAL CONDITION OF THE PROPERTY. If Seller desires advice regarding: (i) legal or tax matters; (ii) the physical condition of the Property; (iii) this Listing Agreement; or (iv) any transaction for the acquisition of the Property, Seller's Agent and the Company STRONGLY RECOMMEND THAT SELLER OBTAIN SUCH INDEPENDENT ADVICE. IF SELLER FAILS TO DO SO, SELLER IS ACTING CONTRARY TO THE ADVICE OF THE COMPANY.
8. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or after a closing, related to this Listing Agreement shall first be submitted to mediation through a mediation provider mutually agreed upon by Seller and the Company. If the parties cannot agree upon a mediation provider, the dispute shall be submitted to the American Arbitration Association. Each party agrees to bear its own costs of mediation. If mediation fails, the other remedies available under this Listing Agreement shall apply.
9. ATTORNEY FEES. Except as provided in Section 7, in case of the employment of an attorney in any matter arising out of this Listing Agreement, the prevailing party shall be entitled to receive from the other party all costs and attorney fees, whether the matter is resolved through court action or otherwise. If, through no fault of the Company, any litigation arises out of Seller's employment of the Company under this Listing Agreement (whether before or after a closing), Seller agrees to indemnify and hold harmless the Company and Seller's Agent from all costs and attorney fees incurred by the Company and/or Seller's Agent in pursuing and/or defending such action.
10. BUYER DEFAULT. In the event that a buyer defaults on buyer’s obligations under the purchase agreement, or otherwise fails to close on the sale of the property for any reason and thereby forfeiting the Earnest Money in accordance with the terms of the purchase agreement, the Earnest Money shall be disbursed as follows: (a) 50% shall be paid to Seller, and (b) 50% shall be paid to the Broker(s) for services rendered in the transaction.
11. SELLER AUTHORIZATIONS. Seller authorizes the Company and/or Seller’s Agent to:
[X] Advertise the Property via the Internet and disclose after closing the final terms and sales price as needed from time to time; [X] Communicate with Seller for the purpose of soliciting real estate-related goods and services during and after the term of this Listing Agreement. [X] Obtain financial information from any mortgagee or other party holding a lien or interest on the Property; [X] Order a Preliminary Title Report on the Property; [X] Deposit the Earnest Money Deposit given by Buyer in any transaction for the acquisition of the Property in an interest-bearing trust account with interest paid to the Utah Association of Realtors Housing Opportunity Fund (UARHOF) to assist in creating affordable housing throughout the state. Seller agrees to hold the Company harmless from any loss or damage that might result from any authorizations given in this Section.
12. EQUAL HOUSING OPPORTUNITY. Seller and the Company shall comply with Federal, State, and local fair housing laws.
13. ELECTRONIC TRANSMISSION AND COUNTERPARTS. Electronic transmission (including e-mail and fax) of a signed copy of this Listing Agreement, any addenda and related documents, and the retransmission of any signed electronic transmission shall be the same as delivery of an original. This Listing Agreement and any addenda or related documents may be executed in counterparts.
14. ENTIRE AGREEMENT. This Listing Agreement, including Seller's submission form, contains the entire agreement between the parties relating to the subject matter of this Listing Agreement. This Listing Agreement may not be modified or amended except in writing signed by the parties hereto.
BY CHECKING THE BOX NEXT TO “I AGREE TO THESE TERMS AND CONDITIONS” ON THE FORM AND TYPING YOUR NAME INTO THE NAME FIELD OF THE FORM, SELLER SUBMITS SELLER’S ELECTRONIC SIGNATURE AGREEING TO NON-EXCLUSIVELY LIST HIS OR HER PROPERTY ACCORDING TO THE TERMS AND CONDITIONS OF THIS NON-EXCLUSIVE LISTING AGREEMENT.