1. PURPOSE
The Buyer hereby appoints AgileBound Technologies Inc. doing business under the name and style of Reelist8, represented by its Principal Broker, Marianne Dela Cruz, with a registered address at Upscale Innovation Hub, G/F, National Engineering Center Juinio Hall, Osmeña Ave. cor. F. Agoncillo St. UP Diliman, Quezon City, (hereinafter referred to as “Broker”), as the exclusive real estate representative to assist with locating, evaluating, and negotiating the purchase of real property (the “Property” or “Properties”) that meets the Buyer’s requirements. This Agreement outlines the duties, obligations, and compensation terms for both parties.
2. SCOPE OF REPRESENTATION
2.1 Parties and Scope of Representation
The Buyer appoints the Broker as their exclusive and irrevocable representative to locate, evaluate, negotiate, and process the acquisition of real property in the Philippines, including the authority to act as the Buyer’s lawful Attorney-In-Fact for the processing of all sale-related transactions.
The Broker agrees to exercise due diligence in fulfilling its responsibilities under this Agreement and shall provide professional real estate services in accordance with Philippine laws.
2.2 Search and Evaluation
The Broker will use reasonable efforts to identify suitable Properties based on the Buyer’s stated preferences, objectives, and price range.
The Broker will gather relevant information regarding the Properties’ status, condition, and potential market value.
2.3 Negotiation and Acquisition Support
The Broker will assist in scheduling and coordinating site visits or inspections.
The Broker will provide guidance and advice regarding offers and negotiations but will not make final decisions on behalf of the Buyer unless expressly authorized in writing.
2.4 Communication
The Broker will keep the Buyer informed of any developments and offers and promptly communicate any information or documents relevant to the prospective purchase.
3. TERM
This Agreement shall commence on the date it is signed by both parties and remain in effect until:
(a) the successful acquisition of a Property by the Buyer, or
(b) termination by either party upon reasonable written notice, or
(c) expiration on a mutually agreed-upon date.
If the Buyer completes a purchase of a Property introduced by the Broker within the term (or extension thereof), the compensation terms below shall apply.
4. DUAL AGENCY DISCLOSURE
4.1. Depending on the circumstances, it may be necessary for the Broker to act as an agent for both the Buyer and the Seller in a transaction. The Broker shall disclose any dual agency relationships to the Buyer as soon as practicable.
4.2. In a dual agency scenario, the Buyer consents to the Broker’s representation of both parties and agrees that:
The Broker will not disclose the Buyer’s willingness to pay a price higher than the offer made, without written consent.
The Broker will not disclose the Seller’s willingness to accept a price lower than the listed price, without written consent.
5. BROKER COMPENSATION
5.1 Mobilization and OPE (Out-of-Pocket Expenses)
Expenses required to perform services under this Agreement, such as site trips, professional reports, and other operational expenses, shall be paid upfront by the Buyer.
These costs are outlined in a separate attached ‘Proposal for Mobilization and OPE’ and must be settled prior to commencement of services.
5.2 Value Added Services (VAS)
Additional services such as title transfer assistance, lot assessment, marketing materials creation, and other related tasks fall under Value Added Services.
A separate proposal will be provided for these services when needed, detailing the scope, cost, and payment terms.
6. BUYER’S OBLIGATIONS
6.1 Exclusive Representation
The Buyer agrees to work exclusively with the Broker during the term of this Agreement for the purchase of any real property that falls within the criteria set out by the Buyer.
6.2 Good Faith and Cooperation
The Buyer agrees to provide accurate information regarding financial capacity, preferences, and any other details relevant to the Property search.
The Buyer will cooperate with the Broker in scheduling showings, inspections, and negotiations.
6.3 Disclosure
The Buyer will immediately inform the Broker if the Buyer has a pre-existing or future interest in any Property or if any other broker, agent, or party has introduced the Buyer to properties during the term of this Agreement.
7. INTERNET ADVERTISING AND SOCIAL MEDIA CLAUSE
7.1 The Buyer acknowledges that the properties presented by the Broker may be marketed through online platforms, virtual tours, blogs, or social media.
7.2 The Broker does not have control over how long such information remains available online or how it is perceived by third parties.
8. ADDITIONAL TERMS AND CONDITIONS
8.1 Confidentiality
We follow professional standards of confidentiality and will treat information related to the Buyer’s Parties disclosed to us by you or on your behalf. Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of confidentiality obligations under this Engagement Letter. We shall be responsible for maintaining the confidentiality of Buyer information regardless of by whom such information is processed on our behalf.
8.2 No Guarantee
The Buyer acknowledges that market conditions can change, and the Broker cannot guarantee the successful closing of any transaction or specific financial outcome.
8.3 Limitation of Liability
The Buyer agrees to indemnify and hold harmless the Broker from all third-party claims, damages, liabilities and costs other than those resulting from our willful misconduct or dishonesty. If any claim, action or proceeding against us arises with respect to which we entitled to indemnity hereunder, we shall promptly notify the Buyer which shall be entitled to retain counsel (who shall be satisfactory to us) to defend such action or proceeding and the Buyer shall be responsible to pay the costs, fees and disbursements of such defense. No admission of liability and/or settlement of any action, claim or proceeding shall be made on behalf of, or bind us without our written consent.
8.4 Entire Agreement and Amendments
This Agreement constitutes the entire understanding between the parties and supersedes all prior oral or written agreements. Any changes must be made in writing and signed by both parties.
8.5 Electronic Acknowledgement and Signatures
Each party agrees that by clicking “Next” or taking any equivalent action within this Agreement or related documents, they acknowledge and accept the terms therein. Additionally, any electronic signatures affixed to this Agreement or related documents are deemed valid, enforceable, and admissible, holding the same legal effect as handwritten signatures for all purposes related to this Agreement.
9. TERMINATION
Either party may terminate this Agreement with written notice to the other. However, if the Buyer purchases a Property introduced by the Broker during the term (or any extension thereof), the Buyer remains obligated to pay the agreed-upon compensation as outlined in this Agreement.
10. ESCROW ARRANGEMENTS
10.1 For transactions requiring escrow services, the Broker shall facilitate coordination with a licensed escrow agent at the approval of the Buyer to ensure proper handling of funds and documents.
10.2 The Buyer acknowledges that escrow fees, if applicable, are separate from the Broker’s compensation and shall be borne by the party specified in the purchase agreement
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11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Philippines. Any disputes arising from this Agreement shall first be resolved through mediation. If mediation fails, disputes may be submitted to the courts of the Philippines.
12. ACKNOWLEDGEMENT
By using our services and products, the Buyer acknowledges that they have read, understood, and agree to the terms and conditions of this Buyer Representation Agreement.