This Lead Client Referral Fee Agreement (“Agreement”) made effective this          , by and between       (“Partner”) and REI Trader LLC, an Alabama Limited Liability Corporation, on behalf of itself and its affiliates, (“REI TRADER”).
RECITALS

A. WHEREAS, PARTNER on behalf of itself or for others sells and/or offers to sell real property suitable for purchase by real estate investors (“Property”).
B. WHEREAS, REI TRADER assists potential real estate investors, through its affiliates, in identifying Property and referring such investors to PARTNER.
C. WHEREAS, REI TRADER and PARTNER have entered into this Agreement, and desire to establish a business relationship as set forth herein.

AGREEMENT

THEREFORE, for good and valuable consideration the adequacy and receipt of which is acknowledged the undersigned parties agree as follows:

1. Definitions. As used in this Agreement, the following capitalized terms have the definitions set forth below:
   a) “PARTNER” includes (a) any officer, director, shareholder, employee, or agent of PARTNER, (b) any person acting for on PARTNER’s behalf or at PARTNER’s direction and (c) any affiliate, sister or other entity directly or indirectly owned or controlled by any other party considered to be a PARTNER, as set forth in (a) and (b).
   b) “Investor” means the person (natural or an entity, including all officers, directors, equity holders, affiliates and agents) that REI TRADER refers to PARTNER, but does not include any person that PARTNER has a pre-existing relationship with, provided PARTNER has notified REI TRADER of such fact in accordance with section (3).
   c) “Property” includes, but is not limited to residential real estate, commercial real estate, TIC interests, REITs, equity interest, debt interests, tax deeds, tax liens, notes/bonds and all other forms of investments.
   d) “Writing” means correspondence, email, fax and all other written or electronic forms of communication used commercially and designed to reasonably ensure transmission and receipt of such communication.

2.Client. REI TRADER may, but is not obligated to, introduce to PARTNER potential buyers who are interested in purchasing Property located in the Area (“Investor”). PARTNER may, but is not obligated to, provide Investor with information, details and documents concerning such Property; negotiate with (if PARTNER is a seller) or on behalf of Investor (if PARTNER is a salesperson, agent or broker); and, otherwise assist Investor in purchasing suitable Property located within the Area.

3. Client Referral Fee. Within Three (3) Business days following the closing of each property sales transaction between Investor and PARTNER, PARTNER will pay to REI TRADER a Client Referral fee (“Fee”) equal to the greatest of Three Thousand and No/100 Dollars ($3,000.00), or Six Percent (6%) of the total contracted sales price per property.
a) Referral Fee payments to REI Trader, LLC shall be paid as follows:
   1. By Mail to: (Certified Bank Check Only)
     i. REI Trader LLC, Attn: Accounting, 2534 Rocky Ridge Rd, Birmingham, AL 35243
   2. By Wire Transfer:
     i. Wire Transfer instruction to be provided to PARTNER separately (PARTNER incurs the cost if selected as preferable choice)
3. When a local brokerage of REI TRADER LLC’s choosing is involved, the local brokerage will collect and remit the Fee to REI TRADER at closing. PARTNER will be notified prior to closing if this option is chosen by REI Trader.
b) For the purpose of the section, a closing is deemed to have occurred, and a transaction completed, when PARTNER or another party on the PARTNER’s behalf has received or has access to Investor’s purchase proceeds, capital, and/or loan funds. The total purchase price, total capital contributed and total loan amount shall include all forms of consideration and value given by Investor, whether in the form of immediately available funds or otherwise.
c) PARTNER will not interfere with, or circumvent, in any manner, or attempt to interfere with or circumvent, the payment of the Fee to REI TRADER, and will execute all documents and do all additional acts reasonable to ensure payment of the Fee to REI TRADER.
d) The Fee is due hereunder in the event an Investor purchases an interest in an entity that owns or controls the Property.

4. Duties of PARTNER. PARTNER will perform the following duties:
a) Upload properties to www.reitrader.com with complete realistic income, financing, and other investment property characteristics and keep properties updated and notify REI TRADER regarding status availability and/or change in financials.
b) REI TRADER will refer Investor directly to PARTNER who will then negotiate directly with Investor for desired Property including but not limited to generating the purchase contract, agreed upon sales price, define terms of sales, help Investor select title PARTNER for closing, assist with inspections, provide all documentation related to the property (including tenant leases, rent rolls, repair list, etc.) and other duties deemed necessary by Investor, title PARTNER and lender to effect close of the Property. REI TRADER is an information provider of PARTNER and will NOT offer PARTNER or Investor any services that would be construed as acting in a real estate agent capacity.
c) Provide regular updates to REI TRADER regarding any Property, including Investor’s perceived level of satisfaction with the Area and Property.
d) PARTNER will notify REI TRADER immediately when purchase contract with the Investor has been executed by both parties. It is the PARTNER’s responsibility to provide estimated closing date, the name, address and contact information for title insurance PARTNER and escrow, title PARTNER, settlement (where applicable) and/or closing agent’s attorney, the officer’s name and the file number for all transactions.
e) PARTNER AGREES TO EMAIL A COPY OF ALL FINAL HUD CLOSING STATEMENTS TO CLOSINGS@REITRADER.COM FOLLOWING THE SALE OF EACH PROPERTY.

5. Representations and Warranties of PARTNER. PARTNER represents, warrants and covenants to REI TRADER and to any Investor (as a third party beneficiary of this Agreement) referred to PARTNER by REI TRADER, that the following is true and correct.
a) PARTNER is authorized and has the legal right through ownership or equitable interest in the Property to offer to Investor the right to purchase the Property presented to Investor.
b) PARTNER maintains all insurances required by state or local laws and will indemnify, defend and hold REI TRADER harmless from any claims asserted by Investor or any other party that may arise out of any referral as contemplated hereunder.
c) PARTNER will use its best efforts, timely communicate with Investor and do all other things reasonable and necessary to assist Investor in evaluating the Property and making prudent investment decisions.
d) All Property is or will be suitable for real estate investment purposes in that such property can be leased and/or rented, without restriction, at the rates listed and/or stated by PARTNER and if such Property is restricted in any manner, PARTNER will inform Investor of such restrictions prior to Investor entering into a purchase agreement for such property.
e) PARTNER will promptly disclose to Investor all material information concerning the Property and provide Investor with accurate information concerning the Property’s value, viability, rental rates and other information without embellishment, hype or exaggeration.
f) The Fee, as contemplated herein, is both reasonable and in compliance with the laws (including, but not limited to any statute, regulation, ordinance, or court opinion) (“Law”) of the jurisdiction that the Property is located within.
g) PARTNER acknowledges that REI TRADER is relying upon PARTNER’s superior knowledge and understanding of the applicable Law and market conditions within the jurisdiction or Area the Property is located within, and REI TRADER would not enter into this Agreement, but for PARTNER’s representation hereunder. To the fullest extent permitted under any such Law, PARTNER irrevocably waives any claim or defense to payment of such Fee based on a claim that such Fee constitutes an improper or illegal commission.
h) The Property offered to any Investor and/or sold to any Investor, as the case may be, does not exceed the fair market value of the Property.
i) If PARTNER is a salesperson, broker, agent or other sales professional, PARTNER will not (i) increase PARTNER’s or REI TRADER’s Fee beyond its ordinary and customary Fee or commission in order to offset the payment of the Fee set forth in this Agreement; and (ii) fail to disclose any and all conflicts of interest to PARTNER, REI TRADER and Investor.
j) If PARTNER is a seller of the Property or an agent of the seller, PARTNER will not (i) increase the purchase price of the Property to any Investor in order to offset the payment of the Fee set forth in this Agreement; (ii) market, advertise or offer to sell the Property or substantially similar and (iii) fail to notify, give or offer any discount, rebate, allowance, upgrade or other consideration to any investor that PARTNER provides to third party purchasers.

6. Representations and Warranties of REI TRADER. REI TRADER represents, warrants and covenants to PARTNER that the following is true and correct:
  a) REI TRADER is not licensed as a real estate brokerage in the State in which the Area or Property is located but may work with a local brokerage in its sole discretion, where applicable.

7. Non-Circumvention. From the Effective Date of this agreement and for a period of Five (5) years from the Effective Termination Date of this Agreement, PARTNER will not circumvent or attempt to circumvent REI TRADER or its Affiliates by presenting Property to an Investor or marketing to, communicating, or dealing with an Investor directly, without promptly informing REI TRADER of such presentation or communication and/or paying REI Trader the agreed Referral Fee for each sales transaction as outlined in Item 3 of the Agreement.

8. Exclusivity. From the Effective Date of this agreement and for a period of Five (5) years from the Effective Termination Date of this Agreement, PARTNER will not directly or indirectly enter into any agency, partnership or similar agreement with any of REI TRADER’s past or current associates, employees, agents, contractors, vendors or Investors (“REI TRADER Parties”), provided PARTNER learned of, was introduced to, or communicated with such REI TRADER Parties, during the term of this Agreement. Nothing contained herein will prohibit REI TRADER from referring any Investor to another person or entity that provides similar services as PARTNER.

9. Third Parties. If PARTNER involves any other finder, broker, salesperson or agent (“Third Parties”) in any transaction involving an Investor, PARTNER will be solely responsible for paying the Fees to PARTNER’s obligation to any Third Parties. PARTNER will indemnify and hold harmless REI TRADER from all damages, costs, and expenses (including legal fees and costs) arising from any claims by any Third Parties against REI TRADER and the payment of the Fee to REI TRADER.

10. Correspondence and Communications. PARTNER and REI Trader shall contact each other as follows:

11. Miscellaneous.
a) This Agreement will be construed in accordance with the laws of the State of Alabama. Jurisdiction and venue for any dispute arising out of this Agreement will be an appropriate court located in the County of Jefferson, State of Alabama.
b) This Agreement may be terminated, with or without cause, by giving written notice to the other party. The obligations of the parties set forth in Sections 3 through 7 and 8 will survive any termination of this Agreement.
c) The prevailing party in any action, litigation, claim, or arbitration arising from this Agreement will be entitled to recover its reasonable attorney’s fees, expenses and costs.
d) No waiver by either party of any breach of any provisions of this Agreement shall be deemed to be a waiver of any breach of any other provision hereof.
e) In the event any provision contained herein is deemed to be invalid by any court or government body having competent jurisdiction, the invalidity of such provision shall not invalidate any other provision contained herein.
f) This Agreement may be executed in counterparts and all fully executed counterparts shall constitute this Agreement, binding on all Parties thereto, notwithstanding that, all of the parties may not be concurrent signatories to the original or any particular counterpart.
g) Those individuals who are signing this Agreement on behalf of the entities represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
h) This Agreement constitutes the entire agreement between the parties as it relates to the subject matter contained herein and it may not be modified in any respect except by a written amendment executed by the Parties hereto. Nothing contained herein is intended to reduce or alter the provisions of any confidentiality agreement or local market specialist agreement that may exist between the parties.

The terms of this Agreement are hereby Agreed and Accepted by: