Referral Agreement - Agent Scout

Referral Agreement

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Exhibit A: Confidentiality; Data Privacy; Indemnification and Dispute Resolution

A-1. Confidential Information.

(a) Each Party will maintain the confidentiality of any information that is received from the other Party and is confidential. Neither Party shall use any other Party’s Confidential Information except as permitted by this Agreement. Each Party shall (i) use the other Party’s Confidential Information only for the purpose of performing its obligations under this Agreement, (ii) hold the other Party’s Confidential Information in confidence, and (iii) not disclose such Confidential lnformation to any persons other than those employees and/or agents who have a business-related need to have access to such Confidential Information in furtherance of the limited purposes of this Agreement and who have been apprised of, and agree in writing to maintain, the confidential nature of such information in accordance with the terms of this Agreement. Each Party shall be responsible for the breach of this Agreement by any of its employees and/or agents. “Confidential Information” means, without limitation, (i) the information constituting the Referral. including nonpublic personal information of any consumer, (ii) nonpublic information that (A) a Party designates as being confidential. (B) under the circumstances surrounding disclosure should be treated as confidential, or (C) by reason of its nature would be treated as confidential by a reasonable person; {iii) information that is subject to privacy or confidentiality restrictions to under any law or regulation; and (iv) information that is subject to privacy or confidentiality restrictions under the Party’s privacy policy. “Confidential Information” includes, without limitation, information in tangible or intangible form relating to and/or including a Party’s business policies, trade secrets or practices, financial data, customer data, and information received from third parties that a Party is obligated to treat as confidential. RBTI’s Confidential Information shall also include the existence of this Agreement and its content.

(b) Agent shall comply with all privacy and data protection laws, rules, and regulations applicable to the information disclosed by RBTI pursuant to this Agreement or in connection with any Real Estate Services.

A-2. General Indemnification. Agent shall defend, indemnify and hold RBTI, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each, an “RBTI indemnitee”) harmless from and against all claims, damages. losses, suits, actions, demands, proceedings, expenses, and liabilities of any kind, (including reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) threatened. asserted or filed (collectively, “Claims”) against any RBTI indemnitee, to the extent that such Claims arise out of or relate to Agents duties or responsibilities as contemplated under this Agreement involving (i) bodily injury or death to any person, (ii) loss, disappearance, or damage to property, (iii) any breach or alleged breach of any warranty or representation made by Agent under this Agreement, (v) compliance with applicable law and/or (vi) any act or omission to act of Agent, except to the comparative extent that such Claims result from the gross negligence or willful acts of RBTI.

A-3. LIMITATION OF LIABILITY. EXCLUDING INDEMNIFICATION OBLIGATIONS UNDER SECTION A-2 ABOVE, MATTERS INVOLVING CLAIMS OF GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, VIOLATIONS OF APPLICABLE LAW OR DAMAGES ARISING FROM BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORM OF ACTlON, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY.

A-4. Dispute Resolution.

(a) Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (each, a “Dispute”), shall be determined by arbitration in Medina, Ohio before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(b) Prior to initiating arbitration under Section, A-4(a) above, Agent and RBTI shall negotiate in good faith to settle such Dispute for a period of thirty (30) days (the “Initial Negotiation Period”). If the Dispute cannot be settled through negotiation during the Initial Negotiation Period, Agent and RBTI agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall then be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the clause set forth in Section A-4(f) below.

(c) After the end of the Initial Negotiation Period, either RBTI or Agent may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested.

(d) Agent and RBTI will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. Agent and RBTI agree that they will participate in the mediation in good faith and that they will share equally in its costs.

(e) All offers, promises, conduct and statements, whether oral or written, made during the mediation by any of Agent or RBTI, their agents, employees, experts, and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose. including impeachment, in any arbitration or other proceeding involving the parties: provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non­discoverable as a result of its use in the mediation.

(f) Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any lime following forty-five (45) days from the date of filing the written request for mediation, whichever occurs first (“Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if the parties so desire.

(g) At no time prior to the Earliest Initiation Date shall either side initiate an arbitration related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Section A-4(d) above.

(h) All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The parties will take such action, if any, required to effectuate such tolling.

(i) Agent and RBTI agree and understand that the arbitrator shall have all powers provided by law and by this Agreement. Each of Agent and RBTI shall bear its own costs and expenses, including attorney’s fees, in connection with any arbitration or mediation proceeding.