POLICIES & PROCEDURES MANUAL FOR …intranet.raveis.com/resources/5231.pdfPOLICIES & PROCEDURES...

© 2002 - 2010 William Raveis Real Estate, Incorporated HR_WG_5/25/2010 All Rights Reserved AgentPP_CT_4.doc

POLICIES & PROCEDURES MANUAL FOR CONNECTICUT SALES AGENTS

WILLIAM RAVEIS REAL ESTATE, INCORPORATED

7 Trap Falls Road Shelton, CT 06484-0890

Version 4.0

CONFIDENTIAL

FOR USE BY WILLIAM RAVEIS SALES AGENTS AND COMPANY PERSONNEL ONLY

DO NOT DISTRIBUTE OR DISCLOSE OUTSIDE THE COMPANY


INTRODUCTION Welcome to William Raveis Real Estate.

You have joined an outstanding group of professionals affiliated with William Raveis Real

Estate (the "Company"), and we wish you success in your activities as a real estate salesperson or

broker affiliated with the Company (a "Sales Agent").

We have prepared this Policies & Procedures Manual to inform you of some of the policies

and procedures that relate to your affiliation with the Company as an independent contractor and

Sales Agent. However, the policies and procedures contained in this manual cannot cover every

situation that may arise during your affiliation with the Company. If you have any questions concerning

any of the policies or procedures in this manual, or any other policies or procedures of the Company,

please ask the Sales Manager of your office or call the Company's Human Resources Department for

assistance.

The policies and procedures contained in this manual are subject to change at the sole

discretion of the Company, as are all other policies, procedures, rules, and other programs of the

Company. The Company reserves the right, at any time, to modify the Policies & Procedures Manual,

or to modify or terminate any of the Company's policies and procedures whether or not they are

included in the Policies & Procedures Manual. From time to time, you will be notified concerning

changes in the Company's policies and procedures, and any such changes are effective and binding

ten (10) days following the Company's notification.

TABLE OF CONTENTS


I. General Policies

Sales Agent’s Services and Duties Page 1 Training – Newly Licensed Agents Page 1-3 Training – Experienced Agents Page 3 Office Assignments Page 3 Licensing – LLC or Corporations Page 3 Intellectual Property, Trademarks Page 3-4 Websites, Advertising, Promotion, Branding Page 4-5 Confidential Information Page 5-6 Professional Liability E&O Insurance Page 6-7 Personal Appearance and Conduct Page 7 Dispute Resolution Page 7-8 Personal Residence (Buying/Selling) Page 8-9 Other Property (Buying/Selling/Renting) Page 9-10 Complaints w/Regulatory Authorities Page 10 Changes to Policy & Procedure manual Page 10 Sales Agent’s Duties on Termination of Affiliation Page 10-11 II. Compensation Policies

Commissions Page 12-13 Commission Schedules Page 13 Commission Reductions Page 14 Commission Splitting Between Company Agents Page 15 Referrals within the Company Page 15

Listing and Selling on Cape Cod Page 16 Collection Actions Page 16 Commissions Due Terminated Sales Agents Page 16-17 Commissions Paid to Servicing Agents Page 17

III. Company Agreements and Listing Percentages

Authority of Sales Agents Page 18 Listing Percentages Page 18-19 IV. Division Transactions

Corporate Relocation Division, Outgoing Referrals Page 20-21 E-Commerce Division Page 21 Exceptional Properties Division Page 21-22 New Homes Division Page 22 Programs: Mega-Agents Page 22 Married Couple Teams Page 23 Partnerships Page 23 V. Technology

Email Page 24 Internet Usage Page 25

Electronic Mail Account Page 25-27 Anti-Spam and Anti-Virus Policy Page 27-28 Electronic Monitoring Page 28 Wireless Access, Video, Peer-to-Peer Software Page 28-29 Social Media Page 30 VI. Solicitation Telephone Page 31 Email Page 31-32 Fax Page 32 ACKNOWLEDGEMENT Page 33

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I. GENERAL POLICIES AND PROCEDURES

1. SALES AGENTS' SERVICES AND DUTIES

A. Each Sales Agent affiliated with the Company shall:

• Provide services to the Company and to clients of the Company and others as a real estate salesperson or broker in a diligent, competent, professional and ethical fashion, in accordance with all applicable laws and regulations and the governing standards of any applicable professional associations, and in a manner that enhances and does not detract from the good will and reputation of the Company;

• Use his/her best efforts to sell or lease any properties listed with the Company from

time to time;

• Solicit new clients, listings and business for the Company and the Company’s related businesses in order to increase business for the mutual benefit of the Company and the Agent;

• Comply with, and be bound by, his/her independent contractor agreement with the

Company;

• Comply with, and be bound by, all policies and procedures applicable to real estate salespersons affiliated with the Company that have been or may be established by the Company from time to time in its sole discretion, including but not limited to, all policies and procedures contained in this Policies & Procedures Manual;

• Protect the property of the Company entrusted to the Sales Agent’s use, and upon

request of the Company, immediately return any such property to the Company; and

• Serve the Company, clients of the company, and the public in real estate transactions fairly and with the utmost integrity.

• Sales Agent must close three (3) or more transactions per year in order to remain with

an office. If agent fails to produce three (3) or more transactions, they can opt to become a member of the referral group. The first year’s membership fee will be waived. The license transfer fee must be paid by transferring agent.

B. Training

• Newly Licensed Agents - The newly licensed Sales Agent must successfully complete the New Agent Training program before the company will permit the Sales Agent to execute a Listing Agreement, Buyer Broker Agreement, Sales Binder, or Purchase Contract without approval of Management. Agents are expected to complete all training requirements within 6 months of joining the company

Sales Agent shall pay a New Agent Training Fee to the Company; the amount and

method of payment to be determined by the Company. Said fee shall be used to offset a portion of the total cost incurred by the Company in providing training.

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Fee shall be paid at time of affiliation with the Company. Sales Agent may apply for reimbursement of the New Agent Training Fee provided they have completed all requirements of New Agent Training and closed a minimum of three (3) transactions (listing or sale) within one (1) year from date of affiliation with the Company. Referral fees and rental transactions do not count towards reimbursement.

The Sales Agent shall not be permitted to participate in typical, competitive

business development activities offered by the Company including, but not limited to, floor duty, relocation assignments, and Internet referrals until the Sales Agent has completed New Agent Training.

The newly licensed Sales Agent may be assigned an experienced agent (the “Field

Trainer”) to, among other things, assist the Sales Agent in increasing his or her productivity; provide a support system for the New Agent; and to help them during New Agent Training. The Field Trainer shall provide direction and encouragement in all means of prospecting; train on telephone and office floor time protocol; permit the Sales Agent to “shadow” appointments, floor time and prospecting calls; and shall assist the Sales Agent in areas related to the Listing and Buying process of a real estate transaction; and other real estate related activities as deemed appropriate by the Field Trainer and the Company.

√ The Sales Agent will establish sales and production goals, together with the

Sales Manager, Associate Sales Manager or Field Trainer (hereinafter, “Management”) within the first week of joining the Company. Management will conduct an assessment/review of the agent’s performance as to the Agent’s progress at thirty (30), sixty (60), ninety (90), and one hundred eighty (180) days.

√ The Trainee agrees to: work diligently to attain the goals, complete New Agent Training and attend all sales office meetings. The trainee also agrees to view all homes on tour and complete all assignments requested by Management. The Trainee will respect the Field Trainer’s time commitment to other business; not interfere or offer information when “shadowing”, communicate all activities and results thereof to the Field Trainer. The Trainee also agrees to be available for weekly meetings with the Field Trainer.

√ The trainee will refer all questions or concerns to the Field Trainer for assistance. Field Trainer will be available either in person or via telephone to advise Trainee on previously stated obligations for the first 2 (two) transactions. Each side will count as one transaction. The term of the Field Trainer’s obligation shall be for a minimum of ninety (90) days, but no longer than twelve (12) months. Compensation will be paid to the Field Trainer at the time of closing of each of the transactions as agreed in the Independent Contractor agreement.

√ Field Trainer and Trainee shall meet at least once a week for updates and reviews. Together Field Trainer and Trainee will meet with the Manager every thirty (30) days to keep Manager up to date on activities, progress, and concerns.

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√ In the event a dispute arises between the Field Trainer and the Sales Agent, both parties will meet with their respective Sales Manager to attempt to resolve the dispute. If the Sales Manager cannot resolve the dispute, the General Manager of the Company and/or a panel of three (3) Sales Managers from offices not involved in the dispute shall arbitrate the dispute as per company policy & procedure manual sets forth.

√ Exempt from this program is a transaction involving an immediate family member – parents, child, sibling, or spouse. The property must be their prime residence. Investment properties are not exempt. New agent must inform Field Trainer and Manager at start of said transaction. Also not included are transactions with volume under $100,000.

• Experienced Agents - Experienced agents must complete all training requirements

within 6 months of joining the company. Agents are expected to attend the Company's Welcome Orientation and technology training in accordance with the Career Development Department's Training Policies. Course requirements are subject to change and are posted on the Company’s

Intranet site.

C. Office Assignment

Sales Agent shall be assigned to a primary office upon affiliation with the Company. Unless approved in writing by the General Sales Manager, Sales Agent may not change his/her primary office affiliation. Sales Agent may not be affiliated with more than one primary office at a time.

2. LICENSING – LLC OR CORPORATIONS

If you are a Broker looking to form an LLC or Corporation and be paid as a legal entity, you must conform to Connecticut law and register your entity with the Secretary of State and apply accordingly with the instructions provided by the Department of Consumer Protection with regard to your real estate license. Connecticut law requires that your entity must be licensed in order to be paid under that entity. Furthermore, if you are an entity with one or more involved, each member of that particular entity must be licensed as a Broker.

• Sales people are not permitted under Connecticut law to form a legal entity or be paid as an LLC or Corporation or a DBA.

• William Raveis will not pay commissions to any unlicensed corporation or LLC.

3. INTELLECTUAL PROPERTY, WEBSITES, ADVERTISING AND PROMOTION

A. Intellectual Property

The trade name(s), trademark(s) and other intellectual property of the Company are valuable and unique assets of the Company, and their use affects the business, reputation and good will of the Company.

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Accordingly, except for use of the Company's standard marketing materials, any other use by any Sales Agent of the names, trade name(s), trademark(s) or other intellectual property of the Company or its affiliates must be approved in advance by the Company's Senior Vice President of Marketing. Furthermore, all use of the names, trade name(s), trademark(s) and other intellectual property of the Company and its affiliates must be in full compliance with all applicable federal, state and local laws or regulations, and must be in a manner that is appropriate and will not cause confusion in the marketplace.

All trademarks, logo designs, and any other intellectual property (collectively, "WRRE Trademarks") created by the Company for the Sales Agent are the property of and are solely owned by the Company, regardless of whether they are created for a specific Sales Agent, a group of Sales Agents or all the Company's Sales Agents. The Company grants to the Sales Agent, during their affiliation with the Company, a revocable limited license to use WRRE Trademarks for the purposes of engaging in the real estate business while they are affiliated with the Company. Upon termination of the Sales Agents affiliation with the Company, WRRE Trademarks shall remain the property of the Company and the Sales Agent agrees to cease use of all WRRE Trademarks.

B. Websites

A Sales Agent may, solely at his/her own cost and expense, develop and maintain a personal website for purposes of conducting his/her business activities as a real estate salesperson affiliated with the Company. Any such website is subject to the following requirements:

• The website, and any modifications to the website, are subject to prior approval by

the Company's Senior Vice President of Marketing; • The Sales Agent's website may be linked to the Company's website located at

www.raveis.com, but the Sales Agent's website may not frame the Company's website;

• All information on the Sales Agent's website must be kept current and up-to-date,

including but not limited to current market information and current Company logos and marketing materials;

• A Sales Agent may only place on his/her personal website information concerning

listings being serviced solely by the Sales Agent; and • The website must comply with all applicable federal, state and local laws or

regulations.

Furthermore, a Sales Agent may not create, purchase or use any domain name that incorporates the name of the Company or its affiliates, is confusingly similar with the name of the Company or its affiliates, or that incorporates any trade name(s), trademark(s) or service mark(s) belonging to the Company or its affiliates.

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C. Personal Advertising and Promotional Activities

Sales Agents may engage in personal advertising or promotional activities using printed materials only as follows:

• All advertising or promotional materials used by a Sales Agent must be reviewed

and approved in advance by the Sales Manager for the Sales Agent's office; • Sales Agents may not use any name in personal advertising or promotional

materials other than their own name (for example, the use of names such as "The John Doe Group" or "The John Doe Team" is not allowed) except with the General Manager’s approval.

• In personal advertising or promotional materials, the Sales Agent's name/logo must

be the same size or smaller as the Company's name/logo • Sales Agents' standard name riders on signs may not be larger than 6" x 24";

• Sales Agents are solely responsible for payment for all personal advertising or

promotional materials and expenses. While the Company may, from time to time, provide marketing and promotion design assistance (i.e. William Raveis Real Estate Branding Program); the costs of advertising, promotional materials and expenses, business cards, etc. are the sole responsibility of the agent.

D. Telephone Listings/Telephone Numbers

Sales Agents may not create, purchase or use any telephone listing that incorporates the name of the Company or its affiliates, any name that is confusingly similar with the name of the Company or its affiliates, or any trade name(s), trademark(s) or service mark(s) belonging to the Company or its affiliates.

E. Agent Prospect Lists

The Company understands the importance of respecting the ownership of its Sales Agent’s personal SOI and prospect lists. As such, the Company shall not contact or use any contacts on its Sales Agent's SOI or prospect lists that are input through the various raveis.com marketing programs. Such lists are considered proprietary to the Sales Agent. If the Sales Agents disaffiliates from the Company, they are permitted to take and/or delete the SOI/prospect list input through raveis.com.

4. CONFIDENTIAL INFORMATION

Sales Agents may not use for the benefit of any person or entity other than the Company, and Sales Agents may not disclose to any person or entity other than the Company, either directly or indirectly, any Confidential Information of the Company.

"Confidential Information" means the existence and contents of agreements (including a Sales

Agent's independent contractor agreement with the Company); the Company's Policies & Procedures Manual; methods of operation and compensation system; business and marketing plans or strategies;

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financial information and data; non-public information provided to the Company by clients or third parties; and all documentation, reports and data (recorded in any form) relating to the foregoing. Confidential Information does not include anything described above (i) which was known to a Sales Agent before his/her affiliation with the Company, or (ii) which is generally known to the public, unless it became generally known through an act or failure to act of the Sales Agent, in which case it will remain Confidential Information.

If the Sales Agent is in doubt as to whether any information received in the course of his/her

affiliation with the Company constitutes Confidential Information, the Sales Agent must treat the information as Confidential Information. If there is a dispute between a Sales Agent and the Company as to whether specific information constitutes Confidential Information, the information in dispute will be presumed to be Confidential Information, and the Sales Agent will have the burden of proving that the information in dispute is not Confidential Information.

5. PROFESSIONAL LIABILITY ERRORS AND OMISSIONS INSURANCE The Company purchases on an annual basis, a Professional Liability Errors and Omissions Insurance policy (the “Policy”), which provides certain insurance coverage for Sales Agents, affiliated with the Company, in accordance with the terms and conditions of the Policy. The coverage limits of the Policy are currently $2,000,000 per claim with an aggregate limit of $2,000,000. In the event the Company invokes the Policy to defend a claim involving a Sales Agent that falls within the coverage of the Policy, the Sales Agent is responsible for paying a share of the policy deductible, and the Company will pay the balance of the deductible. The amount of the Sales Agent’s share will be determined by the deductible amount elected by the Sales Agent during his/her payment of the annual Errors & Omissions co-payment. Alternatively, if the Company opts to self-insure itself on a claim or settlement to avert a claim that involves a Sales Agent, the Sales Agent is responsible for payment of a share of the legal expenses and/or settlement costs associated with such self-insurance up to the amount of the deductible elected by the Sales Agent during his/her payment of the annual Errors & Omissions co-payment. The Company will pay the balance of all legal costs and/or settlement costs associated with the same. If Sales Agent elects a different deductible amount from one year to the next, the date of the claim or suit will determine the amount of the Sales Agent’s share of the deductible. The Company shall, in its sole and reasonable discretion, retain the right to decide whether to self-insure or invoke the Policy. In the event a claim is brought against the company that is not covered by the Error’s & Omissions policy, then all costs associated with the claim will be the responsibility of the Sales Agent. Such non-covered claims shall include, but are not limited to, fraud and discrimination.

Sales Agents are charged an annual co-payment for this insurance coverage; with the amount and method of payment determined by the Company. The term of the policy runs from July 1st – June 30th, with premiums pro-rated for new agents joining the Company. Agents carrying past due balances will be assessed a late fee of $15 per month. Agents with accounts more than 30 days past due will not be covered under the policy until payment has been received. Agents 90 days past due will be immediately suspended from practicing real estate and will not be reinstated until all premiums are paid in full. The plan is not portable and agents terminating their affiliation with the Company are not eligible for premium rebates. The premium and deductible amounts can be changed at the discretion of the CEO or President at any time.

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Team Agents – It is the responsibility of the Team Leader to collect or pay for the annual Errors & Omissions co-payment for each Team Agent. Certificates of Insurance are posted on the Company Intranet site. The policy is available for inspection at the Company's headquarters in Shelton, Connecticut.

6. PERSONAL APPEARANCE AND CONDUCT

An appropriate and comfortable working environment that is free from unnecessary

distractions is essential to the proper operation of the Company and its offices. All Sales Agents are therefore expected to dress in suitable business attire, arrive at work clean and well groomed, and conduct themselves in a professional, businesslike manner. All clothing should be clean, neat and free from tears. Sales Agents may not wear casual clothing such as shorts, dungarees and t-shirts or any other non-collared shirts while working on Company business. Sales Agents with "piercings" of any body parts other than their ears (such as through the nose or tongue) may not wear the accompanying jewelry while working. Tattoos must also be covered at all times while working. Hair must be neat, clean and well groomed–if hair is colored, it must be a color that is a normal and natural hair color (not green, blue, purple, etc.).

The Company is committed to creating a respectful, courteous work environment free of discrimination and harassment of any kind. We will not tolerate sexual or other harassment by any sales agent, employee, vendor, customer, or visitor. Not only is it a breach of our policy, it may be a violation of state or federal law. In addition to any disciplinary action we may take, up to and including termination, offenders may also be personally liable for any legal and monetary damages. Harassment refers to behavior that is personally offensive, intimidating, or hostile; impairs morale, and interferes with work performance. We maintain a strict policy prohibiting sexual harassment and harassment because of race, color, sex, religion, age, national origin, ancestry, physical or mental disability, veteran or marital status, sexual orientation and any other basis protected by federal, state or local law. We are committed to taking all reasonable steps to prevent such actions.

Sales Agents should use good judgment in their choice of work clothing and conduct

themselves at all times in a manner that reflects well on the Company and the Sales Agents themselves.

7. DISPUTE RESOLUTION

A. Any disputes between Sales Agents concerning the division or payment of any commissions or other amounts claimed to be owed in any transaction, if not resolved informally, shall be resolved by arbitration conducted at the Company's offices in Shelton, Connecticut, by a neutral arbitration panel of three arbitrators comprised of Sales Managers of the Company who are selected by the Company. The award in any such arbitration shall be final and binding on the Sales Agents involved, and judgment on any such award may be entered in any court having jurisdiction.

B. The Company and any Sales Agent must first participate in non-binding mediation of any

dispute between the Company and the Sales Agent which is not resolved informally, including but not limited to any claim or controversy arising out of or relating to the Sales Agent's independent contractor agreement with the Company or any alleged breach

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thereof, or arising out of or relating to the relationship between the Company and the Sales Agent. The mediation shall be conducted at the Company's offices in Shelton, Connecticut, with a panel of three neutral mediators who are Sales Managers of the Company, chosen as follows: one shall be chosen by the Sales Agent, one shall be chosen by the Company, and the two mediators so chosen shall select the third. A Sales Agent may not pursue arbitration proceedings concerning any dispute with the Company unless the Sales Agent has participated in mediation as set forth in this section. Regardless of the timing of the dispute, this provision shall only apply to Sales Agents currently affiliated with the Company and shall not apply to former, disaffiliated, or terminated Sales Agents.

C. Any dispute between the Company and a Sales Agent which is not resolved informally or

by mediation, including but not limited to any claim or controversy arising out of or relating to the Sales Agent's independent contractor agreement with the Company or any alleged breach thereof, or arising out of or relating to the relationship between the Company and the Sales Agent while the Sales Agent is affiliated with the Company shall be resolved by arbitration conducted at the Company's offices in Shelton, Connecticut, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The issues and claims in any such arbitration shall be decided in accordance with Connecticut law. The award in any such arbitration shall be final and binding, and judgment on any such award may be entered in any court having jurisdiction. Each party to the arbitration shall bear the party's own filing and administrative fees, costs and expenses (including the party's attorney's fees) incurred in connection with the arbitration, but the parties shall pay in equal amounts the arbitrator's compensation, notwithstanding any law to the contrary. Regardless of the timing of the dispute, this provision shall only apply to Sales Agents currently affiliated with the Company and shall not apply to former, disaffiliated, or terminated Sales Agents.

D. Any dispute, regardless of the timing of the dispute, between the Company and any

terminated, disaffiliated, or former Sales Agent which is not resolved informally, including but not limited to any claim or controversy arising out of or relating to this Policies or Procedures or the Sales Agent’s Agreement(s) with the Company or any alleged breach of said Agreement(s), or arising out of or relating to the relationship between the Company and the Sales Agent or the termination of that relationship, shall be resolved by arbitration conducted at the Company's offices in Shelton, Connecticut, in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in any state or federal court in Connecticut. The decision as to whether to adjudicate the dispute in court or through arbitration shall be made in the sole discretion of the Company. The issues and claims in any such arbitration shall be decided in accordance with Connecticut law.

8. BUYING AND/OR SELLING A PRIMARY PERSONAL RESIDENCE

Any Sales Agent who seeks to sell his/her primary personal residence while affiliated with the Company must list the property with the Company for sale. The Sales Agent may not list the property with any broker other than the Company, and may not advertise or promote the sale of the property as "For Sale by Owner."

Full time Sales Agents who have been affiliated with the Company for one year or more, and

who are in good standing, are entitled to receive the following benefits when selling or buying a primary personal residence:

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• Company Dollar is defined as the Total Cash Received for a transaction less amounts due

for referral fees or other adjustments, Sales Agent’s Commissions, Manager Fees and Overrides, and less the amounts retained by the Company for Administrative Fees and Marketing Fees.

• If the Sales Agent both sells and buys a primary personal residence at the same time, the

Sales Agent is entitled to receive (in addition to his/her commissions on the transactions, if any) one hundred percent (100%) of the Company Dollar on either the sale or the purchase; and fifty percent (50%) of the Company Dollar on the other transaction.

• If the Sales Agent sells his/her primary personal residence but does not at the same time

buy a primary personal residence, the Sales Agent is entitled to receive (in addition to his/her commission on the transaction, if any) fifty percent (50%) of the Company Dollar on the sale;

• If the Sales Agent buys his/her primary personal residence but does not at the same time

sell his/her primary personal residence, the Sales Agent is entitled to receive (in addition to his/her commission on the transaction, if any) seventy-five percent (75%) of the Company Dollar on the purchase;

• With prior approval of the Company's Sales Manager, a Sales Agent selling or buying a

primary personal residence may waive any commission otherwise due to the Sales Agent in connection with the transaction; and

• The Company will waive the Administrative and Marketing Fees due to the Company in

connection with any sale or purchase of the Sales Agent's primary personal residence.

• Sales Agent may elect to participate in the Exceptional Properties Program. If Sales Agent chooses to do so, then the Exceptional Properties fee will be applicable.

• Part-time Sales Agents are not entitled to the benefits described in this section. • Sales Agents may receive the benefits described in this section only once per year.

• The benefits listed in this section do not apply to a Sales Agent's sale or purchase of any

property other than his/her primary personal residence at the time of the sale or purchase (such as investment property or a second home).

9. BUYING OR SELLING PROPERTY OTHER THAN PRIMARY PERSONAL RESIDENCE

Any Sales Agent who seeks to sell or rent any property while affiliated with the Company must list the property with the Company. The Sales Agent may not list the property with any broker other than the Company, and may not advertise or promote the sale of the property as "For Sale by Owner."

Sales Agents may not buy property listed with other real estate brokers or companies without

the Company participating in the transaction. Full time Sales Agents who have been affiliated with the Company for one year or more, and

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who are in good standing, are entitled to receive the following benefits when selling or buying a property other than their primary personal residence:

• The Company will waive the Administrative Fee due to the Company in connection with

any sale or purchase of the Sales Agent's property.

• Sales Agent may elect to participate in the Exceptional Properties Program. If Sales Agent chooses to do so, then the Exceptional Properties fee will be applicable.

• Part-time Sales Agents are not entitled to the benefits described in this section. • Sales Agents may receive the benefits described in this section only once per year.

10. NOTIFICATION OF COMPLAINTS FILED WITH REGULATORY AUTHORITIES

A Sales Agent must immediately notify the Company's General Counsel of any complaint filed against the Sales Agent with any federal, state or local regulatory authority. If an agent has one (1) complaint from any regulatory authority, including but not limited to, Board of Realtors, State Real Estate Commission or Department of Consumer Protection, that agent will receive a warning notice from the Company. The second (2nd) complaint from any regulatory authority will result in probation and, at the discretion of the company, if any agent receives a third (3rd) complaint will result in suspension or termination.

11. CHANGES TO POLICIES & PROCEDURES

The Company has the right, at its sole discretion, to modify or terminate, at any time, any of the Company's policies or procedures whether or not they are included in this manual or elsewhere. Any such modification will be effective ten (10) days after the Company's notice of the modification and will be binding on each Sales Agent who has not, within such ten-day period, notified the Company that the Sales Agent is exercising his/her right to terminate his/her independent contractor agreement with the Company. Any modified policies or procedures will be made available to Sales Agents on the Company's Intranet site or otherwise. Agents will be notified of any changes to the Company’s policies and procedures by e-mail, voice-mail, via their office Sales Manager, postings to the Company Intranet, or any other method deemed appropriate by the Company. The Company will attempt to update this manual regularly; however, the lack of such update will not invalidate any additions or changes to the Company’s policies and procedures. 12. SALES AGENT'S DUTIES ON TERMINATION OF AFFILIATION

Upon the termination of a Sales Agent's affiliation with the Company for any reason, the Sales Agent shall:

• Immediately return to the Company (by delivery to the Sales Manager of the Sales Agent's

former office) all office keys and/or MLS keys; • Immediately return to the Company (by delivery to the Sales Manager of the Sales Agent's

former office) all property of the Company, i.e. lock boxes, files, etc.

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• Immediately complete and deliver to the Company (by delivery to the Company's Vice President of Human Resources) a properly and fully completed Sales Agent Termination Form containing the information requested. In the event Sales Agent refuses or neglects to complete and deliver said form, then the calculation of any commissions due to Sales Agent shall be at the sole discretion of the company.

• In compliance with Connecticut law, immediately turn over to the Company any and all

information and records obtained by the Sales Agent during his/her affiliation with the Company, whether such information or records were originally given to the Sales Agent by the Company, copied by the Sales Agent from the Company's records, or acquired by the Sales Agent during his/her affiliation with the Company;

• Immediately cease all use of the names, trade name(s), trademark(s) or other intellectual

property of the Company or its affiliates, including but limited to ceasing all use in any advertising or promotional materials, websites, or in any other manner; and

• Remove any and all information relating to the Company or its affiliates from any personal

website that had been developed or maintained by the Sales Agent. • When Sales Agent’s affiliation with the Company terminates for any reason, Sales Agent

will not, either directly or indirectly, solicit on behalf of any person or entity other than the Company (including but not limited to the Sales Agent himself/herself) the business of any client who has a listing agreement, buyer/tenant representation agreement, or other similar agreement with the Company, until the term of such agreement ends.

• The Sales Agent agrees that during the term of this Agreement and for a period of one (1)

year thereafter, the Sales Agent shall not, either directly or indirectly, employ or hire, or attempt to employ or hire, any independent contractors, sales agents, or employees of the Company or otherwise induce, directly or indirectly, other independent contractors, sales agents, or employees to disaffiliate from or leave the Company. The parties agree that damages for each breach of this Section 12 may be difficult to ascertain and therefore agree that the breaching party of this Section herein shall pay to the non-breaching party the sum of $25,000 for each instance of breach of the non-solicitation described herein.

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II. COMPENSATION POLICIES 1. COMMISSIONS

A. Definitions

For purposes of this Policies & Procedures Manual, the Sales Agent's independent contractor agreement with the Company, and calculation of the commissions due for transactions involving a Sales Agent as listing agent, selling agent, or referring agent, the following definitions and provisions shall apply:

"Gross Sales Commission" means the total commission due to the Company relating to a Sales Agent's involvement in a particular real estate transaction as listing agent, selling agent or referring agent.

"Company Administrative Fee" means a fee of $195.00 relating to the Company's document preparation, storage and other administrative expenses, which shall be retained by the Company on all transactions (even if a consumer fails to pay any prescribed administrative or other fee regarding a transaction) except the following:

• The purchase or sale of a Sales Agent's personal residence or other property • For a sales price of less than $100,000.00 • For the Buyer only for loans procured via FHA, CHFA or VA • For the Seller only after the first transaction when listing a subdivision

consisting of two or more lots • Bank owned properties and foreclosures • Rentals and certain referrals

“Total Cash Received” means the total gross sales commission and any administrative fees paid and deposited by the Company for a transaction.

"Net Commission Income" means the total cash received for a transaction less amounts due to any cooperating broker, referral fee, company administrative fee and costs of collection including legal fees as provided for in paragraph II-6 of this manual.

"Marketing Fee" means a fee retained by the Company for support services that is equal to six percent (6%) of the Net Commission Income for each transaction. The marketing fee is deducted from the agent’s commission. The marketing fee shall not be credited to the Sales Agent’s cumulative or taxable earnings. Rental transactions and certain relocation transactions are exempt.

"Commission Schedule" means the Company's current Commission Schedule setting forth the percentages applicable to the calculation of commissions for transactions involving the Sales Agent. The percentages for the Sales Agent and the Company specified in the Commission Schedule may vary, in accordance with this Policies & Procedures Manual, based on the facts of a particular transaction. “Sales Agent's Commission” means the product of the net commission income for a transaction and the applicable Sales Agent’s Commission rate per the commission schedule, less the marketing fee.

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B. Listings and sales are considered separate transactions. The agent’s commission split is determined prior to the closing of a transaction. Therefore, if an agent is on the listing and sales side of a transaction for the same property and the agent’s commission level changes after the listing side is paid, the agent is paid at the next commission level on the sales side.

C. Commissions will be paid to a Sales Agent affiliated with the Company only on closed

transactions in which the individual Sales Agent participated as listing agent, selling agent or referring agent. The Company will normally generate commission checks for a Sales Agent within five (5) business days after the deposit into the Company’s bank account of the Total Cash Received with respect to the transaction for which a commission is payable.

D. A Sales Agent has not earned and will not be paid any commission on a transaction unless

and until all required documentation for the transaction has been properly submitted by the Sales Agent to the Company's office Administrative Manager. Required transaction documentation includes the original fully and properly executed listing agreement, buyer or tenant representation agreement, dual agency agreement, or unrepresented person disclosure, as appropriate; a copy of the deposit (binder) check; a copy of the fully and properly executed binder of sale or sales contract; and such other documentation as may be specified by the Company's office Administrative Manager.

E. Clients may, from time to time, offer a selling bonus in addition to a commission. Bonuses

must be paid to the Company. The bonus will be apportioned between the Sales Agent and the Company based on the percentages applicable to the Sales Agent's level at the time of the transaction.

2. COMMISSION SCHEDULES

The Company currently maintains two standard Commission Schedules: one that is generally applicable to Sales Agents assigned to Company offices in Fairfield and Litchfield counties, the second one that is generally applicable to Sales Agents assigned to Company offices in Connecticut outside Fairfield and Litchfield counties. The Commission Schedule initially applicable to each Sales Agent will be provided to the Sales Agent upon the commencement of his/her affiliation with the Company, and is also available from the Sales Manager of the office to which the Sales Agent is assigned.

The Company has the right, at its sole discretion, to modify at any time any applicable

Commission Schedule. Any such modification will be effective ten (10) days after the Company's notice of the modification and will be binding on each Sales Agent who has not, within such ten-day period, notified the Company that the Sales Agent is exercising his/her right to terminate his/her independent contractor agreement with the Company. Any modified Commission Schedule will be made available to Sales Agents on the Company's intranet site or otherwise. Agents will be notified of the modified Commission Schedule by e-mail, voice-mail, via their office Sales Manager, or any other method deemed appropriate by the Company.

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3. COMMISSION REDUCTIONS

A. To facilitate a transaction, a Sales Agent may, with the prior written approval of the office Sales Manager, negotiate a commission reduction with a client for an amount which would reduce the Company Commission for the transaction by no more than five hundred dollars ($500.00). If Sales Agent reduces the Company Commission without approval, the Sales Agent shall be liable for the full amount of the commission reduction

B. Sales Agents are not permitted to negotiate, agree to, or accept payment of any reduced

commission for a transaction in any amount, which would reduce the Company Commission, by more than five hundred dollars ($500.00) without the prior written approval of the Company's President or General Manager.

C. Any authorized commission reduction for a transaction will be apportioned between the

Sales Agent and the Company based on the percentages applicable to the Sales Agent's level at the time of the transaction.

D. If a Sales Agent negotiates, agrees to or accepts payment of any reduced commission for

a transaction and such reduced commission is not approved in writing as required; the amount of the commission owed and payable to the Sales Agent in connection with the transaction shall be reduced by an amount equal to the amount of the unauthorized reduction.

E. Short Sales - It is the policy of the company for Sales Agent to check liens and

encumbrances on the land records prior to taking a listing and insure that there are sufficient funds to pay for the commission. Supporting information must be documented in the listing file. If Sales Agent becomes aware that the listing client/owner will not be able to pay the commission and/or the sale may be short, Sales Agent must:

• Notify the Office Manager immediately so that appropriate action may be taken. • Get their Office Manager’s approval for any commission reduction. • Pursuant to the NAR Code of Ethics, the listing broker is responsible for the Buyer

Broker Commission (BBC) marketed through the Multiple Listing Service (MLS). It is the responsibility of the Sales Agent to determine whether there is enough money to pay the buyer broker commission as offered on the MLS, and if not, amend the MLS listing. If it is determined that the listing agent could have known (e.g. by checking the liens on the land records or asking the owner, etc.) that there were insufficient funds at the time the listing was taken, then the Sales Agent will be responsible for the shortfall, even if the liability exceeds what is collected.

• If or when it is known that a listing will be short or the client/owner is unable to pay

the commission, the MLS listing shall be amended to indicate that the BBC is $100.00 and include a note to contact the listing broker so the circumstances can be explained.

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4. COMMISSION SPLITTING BETWEEN COMPANY SALES AGENTS

Any agreements between Sales Agents concerning the sharing of commissions on a particular transaction must be in writing and signed by each Sales Agent involved, with a fully executed copy provided to the office Sales Manager. Such agreement should contain the referee name and address, names and offices of both agents and the agreed upon referral fee. Absent a written agreement on file with the Company as provided herein, the agent's commission on any transaction shall be paid by the Company to the Sales Agent indicated on the listing agreement or buyer/tenant representation agreement, as appropriate.

5. REFERRALS WITHIN THE COMPANY The standard referral policy below will be applied to referral transactions, absent a written

agreement as described in Paragraph 4 above.

A. Calculation of Referral Fees Referral fees for buyer and sellers shall be calculated as a percentage of the Gross Sales Commission paid in connection with the transaction. The referring Sales Agent’s office shall be credited upon closing of the transaction and the Sales Agents' commissions shall be calculated based on the amount of such referral fee.

B. Standard Referral Fee Schedule

i. Buyer Referrals

• If a Connecticut or New York Sales Agent refers a buyer to another Connecticut or New York Sales Agent, a referral fee of forty percent (40%) will be paid to the referring Sales Agent’s office.

• If a Connecticut or New York Sales Agent refers a buyer to a Massachusetts, Cape Cod or William Raveis Franchise Sales Agent, a referral fee of twenty-five percent (25%) will be paid to the referring Sales Agent’s office.

• If a Massachusetts, Cape Cod or William Raveis Franchise Agent refers a buyer to a Sales Agent in any other office, a referral fee of twenty-five percent (25%) will be paid to the referring Sales Agent’s office.

ii. Listing Referrals

• If a Connecticut or New York Sales Agent refers a seller to another

Connecticut or New York Sales Agent, a referral fee of thirty-three and one-third percent (33 1/3 %) will be paid to the referring Sales Agent’s office.

• If a Connecticut or New York Sales Agent refers a seller to a Massachusetts, Cape Cod or William Raveis Franchise Sales Agent, a referral fee of twenty-five percent (25%) will be paid to the referring Sales Agent’s office.

• If a Massachusetts, Cape Cod or William Raveis Franchise Agent refers a seller to a Sales Agent in any other office, a referral fee of twenty-five percent (25%) will be paid to the referring Sales Agent’s office.

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C. Listing and Selling Real Estate on Cape Cod

• If you are an agent whose primary service area is in Connecticut and have a Massachusetts license, you must get prior approval to hold your license at one of the Cape Cod Offices from the General Sales Manager or President and the Cape Cod Area Manager. You will only be permitted to do so if you own a home in Barnstable County.

• You will be required to join the Cape Cod & Islands MLS, under the supervision of

the member office.

• You may work with buyers as long as you are able to extend full service to the buyer. Full service means that you have a strong knowledge of the area, local real estate practices and will be readily available for the buyer at all times. Agents must notify their primary office Sales Manager and the Cape Cod Area Manager prior to working with a buyer, so the offices are aware of your activity.

• Listings are required to be referred to a Cape Agent with a referral fee mutually

agreed upon by the referring agent and the local agent, or in the absence of a written agreement, per the standard referral polices.

6. COLLECTION ACTIONS

A. The Company shall have the exclusive right to determine whether to pursue any action, by way of a lawsuit or otherwise, to seek to collect commissions or other amounts owed by clients or third parties in any transactions involving the Company and a Sales Agent. If the Company elects to pursue any such action, all costs and expenses (including but not limited to attorney’s fees) incurred by the Company in connection with the action shall be paid or reimbursed to the Company from the gross amount received as a result of the collection action before calculation of the amounts due to the Company and the Sales Agent as their respective commissions, and the net amount received by the Company as a result of the collection action, after deduction and payment of all expenses of collection including attorney’s fees, shall be deemed to be the Total Cash Received for purposes of calculating the Company’s commission and the Sales Agent’s commission, respectively.

B. Sales Agents shall cooperate with the Company in any actions, which may be pursued by

the Company to collect commissions or other amounts owed by clients or third parties in any transactions involving the Company and a Sales Agent.

7. COMMISSIONS DUE TERMINATED SALES AGENTS

A. No commission is due to any terminated Sales Agent on any transaction unless a contract for sale or lease is executed before the expiration of the original term of the listing agreement or buyer/tenant representation agreement for which the terminated Sales Agent was a listing agent or buyer/tenant agent upon the date of termination. The terminated Sales Agent must list the transaction(s) on the Sales Agent Termination Form.

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B. No commission is due to any terminated Sales Agent relating to any referral unless a contract concerning the referred listing or buyer has been fully executed before the expiration of the original term of the referred listing agreement or referred buyer/tenant representation agreement.

If such a contract has been fully executed, and if a closing of the referred transaction occurs under such contract and a commission is paid to the Company, the terminated Sales Agent shall be paid shall be paid his/her regular commission relating to the referral.

C. In the event of any termination of a Sales Agent's affiliation with the Company, and if the terminated Sales Agent is not in breach of his/her independent contractor agreement with the Company, the terminated Sales Agent shall be entitled to receive a commission on any transaction that closes relating to a listing agreement or buyer/tenant representation agreement for which the terminated Sales Agent was a listing agent or buyer/tenant agent upon the date of termination, and for which the Company receives a commission, as follows:

8. COMMISSIONS PAID TO AGENTS WHO BECOME SERVICES AGENT

The Servicing agent will be paid at a predetermined rate as per the Policy and Procedure (outlined above) The servicing fee is treated similar to a referral and the servicing agent will be paid at their current split on the referral/servicing fee, when the transaction closes and the Company receives the commission.

Failure to document the servicing of the transaction could result in a change in the percent of the servicing fee paid.

Commissions will be paid, at agent’s current split at time of termination, on the Net Commission Income received less any servicing fees, marketing fee, and unpaid administrative fee. SERVICING FEE DESCRIPTION: SERVICE FEE: Listing or Buyer/Tenant Representation Agreement Signed Seventy Percent (70%) Fully Executed Contract, Deposit Check Deposited Fifty Percent (50%) All Contingencies Cleared, and Proper Documentation Fully Submitted by Sales Agent to the Company

Twenty Percent (20%)

Transaction Closed and Commission Paid to Company Not Applicable

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III. COMPANY AGREEMENTS AND LISTING PERCENTAGES 1. AUTHORITY OF SALES AGENTS TO EXECUTE STANDARD COMPANY AGREEMENTS Solely during the period of a Sales Agent's affiliation with the Company pursuant to his/her independent contractor agreement, the Company grants to each Sales Agent the limited authority to execute on behalf of the Company, without changing in any way by modification, deletion or otherwise any of the standard language contained in them, the standard form listing agreements, standard form buyer/tenant representation agreements, and other standard form agreements offered by the Company to clients of the Company. Except as specifically set forth above in this section, without further express prior written approval of the Company's President, General Manager, or office Sales Manager, Sales Agents are not authorized to cancel or withdraw listings, or to do or perform any other act or make any representations, promises or commitments which are in any way intended to bind the Company.

2. LISTING PERCENTAGES

A. The Company charges seller clients a standard commission fee of six percent (6%) of the agreed upon sales price for the sale of residential single family and/or multi-family homes and condominiums. The Company’s current Sales Agent commission splits were established based on charging a 6% fee. However, the Company recognizes that situations may arise that would make the Company's standard commission fee non-competitive.

• Any commission fee of less than five percent (5%) and/or 2.5% listing broker

commission must be approved in advance in writing by the President or the General Manager of the Company. On any listing below 5% (2.5% listing commission), the Sales Agent’s commission split drops one level for that transaction only.

• If a Sales Agent negotiates, agrees to or accepts any Company commission fee of

less than five percent (5%) of the agreed upon sales price in any transactions and such reduced commission fee is not approved as provided herein, the amount of the commission owed and payable to the Sales Agent in connection with the transaction shall be reduced by an amount equal to the amount of the unauthorized reduction.

B. For any Company listing, a Sales Agent is not authorized to offer a selling broker's commission of more than fifty percent (50%) of the total commission for the listing without the prior written approval of the President or the General Manager of the Company.

• If a Sales Agent offers a selling broker's commission of more than fifty percent

(50%) of the total commission for a listing and such increased selling broker's commission is not approved as provided herein, the amount of the commission owed and payable to the Sales Agent in connection with the transaction shall be reduced by an amount equal to the amount of the unauthorized increase in the selling broker's commission.

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C. A Sales Agent is not authorized to offer a selling broker's commission of less than two and one-half percent (2.5%) of the listing sales price without the prior written approval of the President or the General Manager of the Company.

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IV. DIVISION TRANSACTIONS 1. CORPORATE RELOCATION DIVISION

William Raveis Relocation, “WRR” is responsible for managing all relocation business for the Company. WRR has contractual relationships with numerous companies for the purpose of assisting with relocations to new areas. WRR refers leads from the Company's relocation accounts to Sales Agents throughout the Company's offices.

A. Referral Fees

• In order to secure relocation business, the Company is sometimes required to pay

referral fees, whether or not the client is initially brought to the attention of the Company by the relocation account. The list of relocation accounts with the Company is constantly changing. A current list of the Company's relocation accounts (the "Secured Accounts" list) can be obtained by contacting WRR. Sales Agents must ask each client whether the client is working with a relocation company, and then check the Secured Accounts list or call WRR to determine whether the client's relocation company (if any) is a Company relocation account. If a client is working with an account included on the Secured Accounts list, the Sales Agent must call WRR at (203) 925-4548 to register the client with WRR. This will assist in avoiding the assignment of the client by WRR to another Sales Agent.

• The administrative fees payable by buyers or sellers is not charged on transactions

involving certain relocation accounts. Sales Agents must call William Raveis Relocation to determine whether the relocation account involved in a particular transaction is such an account.

• On any referral by WRR to a Sales Agent that is accepted by the Sales Agent, and on

any transaction involving a relocation account (whether or not initially referred by WRR), a referral fee is due and shall be paid to WRR on any closed transaction in accordance with the current WRR referral fee schedule and applicable Company policies and procedures.

• On any transaction involving a client who is working with a relocation account on the

Company's Secured Accounts list, the amount of the commission payable to a Sales Agent on any closed transaction shall be determined in accordance with the current WRR commission schedule and applicable Company policies and procedures. A copy of the current WRR commission schedule is available upon request from WRR.

• Sales Agents do not have the authorization to accept incoming referrals or commit the

Company to the payment of referral fees. This would include, but is not limited to relocation management companies and incoming broker-to-broker referrals. Sales Agents should consult with their Sales Managers or the Relocation Director if they have any questions.

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B. Outgoing Referrals

• All Outgoing referrals are to be placed with the Outgoing Referral Coordinator in the Relocation Division. An Outgoing Referral includes any business placed outside of the William Raveis Real Estate service area.

• Within the William Raveis Service area, agents may not refer to any other real estate

firm or agent.

• Commission breakdown for an outgoing referral - 25% is collected by William Raveis Real Estate - 12.5% is paid to The Leading Real Estate Companies of the World Network, 12.5% retained by William Raveis Real Estate. Sales Agent is paid at their split of 12.5%.

2. E-COMMERCE DIVISION The Company's E-Commerce Division is responsible for developing leads from websites such

as www.raveis.com and www.realtor.com, and works seven days a week to monitor the Company's listings so that leads are referred in a timely manner to the Company's Sales Agents.

On any referral by the Company's E-Commerce Division that is accepted by a Sales Agent, a

standard referral fee in accordance with the current E-Commerce referral fee schedule and applicable Company policies and procedures for both listing and selling sides will be due on a closed transaction. If a customer requests the listing agent on a William Raveis listing, there is no referral due. If the customer does not specify the listing agent on a William Raveis listing, there is a 15% referral fee due.

The listing agent has 30 minutes to respond to the E-Commerce division regarding a customer

and may provide the division with 2 phone numbers for contact purposes. At the end of 30 minutes, the request will be referred to another agent. The amount of the referral fee will be specified for each referral when the referral is made to the Sales Agent.

When an Internet request comes in for a 24 hour CMA and the request names a sales agent

that they are currently working with or would like to work with, there will be no referral fee charged. A week after placement with the Sales Agent, a follow up email will be sent to the customer to insure sales agent contact has been made. It is the agent’s responsibility to keep in contact with the customer as no further follow up will be done by the internet call center personnel. 3. EXCEPTIONAL PROPERTIES DIVISION

The Company's Exceptional Properties Division markets all properties, which are listed above certain price points, established by the Company that is specific to each town or municipality. Exceptional Properties Division properties consist of Luxury Homes, Antique and Vintage Homes, and Equestrian Properties. The current listing price guidelines for the Exceptional Properties Division are available on the Company's intranet site.

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A specialized marketing program designed by the Exceptional Properties Division is available for every Exceptional Properties Division property. The details of the specialized marketing program are available upon request, and the forms necessary to allow Sales Agents to take advantage of the specialized marketing program are available on the Company's intranet site, from the Exceptional Properties Division, and from the Company's Sales Managers.

On all closed transactions involving Exceptional Properties Division properties, an Exceptional

Properties Division marketing fee in the amount of two tenths of one percent (.2%) of the sales price is retained by the Exceptional Properties Division. This Exceptional Properties Division marketing fee is in addition to all other amounts owed to the Company, and is due as an adjustment regardless of market time for the property involved or the extent of actual participation in the specialized marketing program. Only the Company President or Senior Division Officer is authorized to reduce or exempt the marketing fee.

Inquiries concerning the marketing of Exceptional Properties Division properties are found on the Intranet site. 4. NEW HOMES DIVISION

The Company's New Homes Division offers comprehensive services and support concerning the marketing and sale of land, subdivisions and large multi-unit developments, from concept to closing. Details of the specialized marketing programs available through the New Homes Division – such as special signage, brochures, advertising, and ongoing consultation with the New Homes Division – are available from the New Homes Division upon request.

Participation in the specialized marketing programs available through the New Homes Division

is voluntary. Sales Agents who wish to utilize the resources available from the New Homes Division must sign a participation agreement that outlines, among other things, any special financial arrangements with respect to the Sales Agent on New Homes Division transactions, and the amount of the commission payable to a Sales Agent on any closed transaction shall be determined in accordance with the executed participation agreement and applicable Company policies and procedures.

On all closed transactions involving New Homes Division properties, a New Homes Division

marketing fee in the amount of one-half of one percent (.5%) of the sales price is retained by the New Homes Division. This New Homes Division marketing fee is in addition to all other amounts owed to the Company, and is due as an adjustment regardless of market time for the property involved or the extent of actual participation in the specialized marketing program.

5. MEGA-AGENTS The Company has a Mega-Agent program which allows top producing Sales Agents who have reached Level 6 or above, and who employ at their own expense a full-time personal assistant, to further increase their productivity. Under the Mega-Agent program, qualifying Sales Agents are permitted to retain sub-agents with the prior written approval of the Company's General Manager or President. Any Sales Agent who is interested in the Company's Mega-Agent program should submit his/her inquiry to the Company's General Manager or President. Mega Agent Program Guidelines are published under separate cover.

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6. MARRIED COUPLE TEAMS There may be occasions when married couples or domestic partners work with the Company as conventional sales agents. These couples may choose to work as a team and have commissions paid to one individual. All transactions, recognition and awards will be determined based on the roles of the individuals. Both Sales Agents are required to complete a Married Couple or Domestic Partnership Agreement prior to working together as a team. Married Couple and Domestic Partner Team Guidelines are published under separate cover. 7. PARTNERSHIPS

With the prior written approval of the Company’s President or General Manager, Sales Agents may form a Partnership between each other for the purposes of working together as an entity in real estate and/or participate in joint marketing efforts. The partnership commission on any and all transactions involving either partner, regardless of which partner performed the services, shall be divided between the partners, and then each partner’s individual split would be used to calculate their portion of the commission. Commission levels will be determined individually for each partner. The resulting partnership will be treated as a team for all programs and recognition, including the Presidents, Chairman, and Chairperson Elite Program. All transactions will be credited as a team. Both Sales Agents are required to complete a Partnership Addendum to the Independent Contractor Agreement prior to working together as a partnership. Partnership Guidelines are published under separate cover.

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V. TECHNOLOGY POLICY 1. E-MAIL – GENERAL

By opening e-mail, sending or receiving information, and logging on the Intranet or by using

Company software, the Agent is agreeing to, and understands that, this technology has been provided by the Company at its expense, and therefore is Company private property. It is merely another tool for the Agent’s use in real estate transactions, including real estate business communications.

A. Improper Usage

The Agent understands that he/she is not to use E-Mail for his/her own personal, private, or non-business matters or to communicate personal, private, or non-business matters. The Agent agrees that he/she will not communicate anything that might be construed as harassment or offensive to others based on race, color, religion, sex, age, disability, familial status, national origin, or sexual orientation. The Agent will not use the Internet or E-mail to solicit non-work related business or for any personal cause, including religious or political issues. Excessive messages with little information for the entire office slow down productivity and clog the system. If the Agent has any questions about whether he/she may circulate certain information to others, the Agent will ask the IT Department located in Shelton, Connecticut before he/she does so. The Agent understands that E-mail is an extension of the Company, and e-mail messages can be traced to the sender even after they have been “Deleted”. Further, the Company may be required to produce E-mail messages if litigation develops. WEB SITES -- No personal web servers/sites are allowed on Company wide area network computers, including agent computers.

B. No Right of Privacy/Penalties

The Agent understands that he/she has no right of privacy with respect to the Company’s software, E-mail, or Internet access. Because the Agent has a password does not mean that he/she has any right of privacy in his/her E-mail, Internet access or software. The Agent may not use unauthorized or secret passwords, and all passwords must be shared with the IT Department. Violation of this provision will subject the Agent to discipline, including termination of association or discharge.

C. Passwords/Sharing of

Agent is not permitted to write down his/her password and leave it in a place where unauthorized persons might discover it. Regardless of the circumstances, passwords must never be shared or revealed to anyone other than the authorized user. To do so, exposes the Agent to responsibility for actions that the other party takes with the password. If users need to share computer resident data, they should use electronic mail, public directories on local area network servers, or other mechanisms. Passwords must be a minimum of six to nine characters containing numbers and a mixture of both UPPER and lower case letters. (e.g.: RaV3I5)

D. Dial Up Security

Agent must not leave modems connected to personal computers in auto-answer mode, such that they are able to receive in-coming dial-up calls.

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2. INTERNET USAGE A. Appropriate Use

Gaining unauthorized access via the Company’s information systems is prohibited. The Agent is prohibited from gaining unauthorized access to any other information systems or in any way damaging, altering, or disrupting the operations of these systems. Likewise, the Agent is prohibited from capturing or otherwise obtaining passwords, encryption keys, or any other access control mechanism, which could permit unauthorized access. The Company prohibits the use of the Internet for gambling (casino or sports).

B. Access Privileges may be revoked at any Time

The Company reserves the right to revoke the privileges of any user at any time. Conduct that interferes with the normal and proper operation of the Company’s information systems, which adversely affects the ability of others to use the information systems, or which is harmful or offensive to others will not be permitted.

C. Inappropriate Electronic Posting to Public Forums may be removed

Electronic mail sent by the Company’s independent contractors/agents to Internet discussion groups, electronic bulletin boards, blogs, or other public forums may be reviewed and removed if determined to be inconsistent with the Company’s business interests or existing Company policy. Messages in this category include: A. political statements, B. religious statements, C. cursing or other foul language, and D. statements viewed as harassing others based on race, creed, color, age, sex, physical handicap, or sexual inclination. The decision to remove electronic mail must be made by the Information Security Manager or the Human Resources Director. When practical and feasible, individuals responsible for the message will be informed of the decision and given the opportunity to remove the message(s).

D. Backup

The Company recommends that any person who uses the Company’s computer, save their work on a thumb drive, memory stick, or similar storage device once they are done using the computer. The Company will not be held responsible for any personal work files put on the Company’s computers.

3. ELECTRONIC MAIL A. Appropriate Use

Agent may not misrepresent, obscure, suppress, or replace his/her identity on an electronic communications system. The user name, electronic mail address, organizational affiliation, and related information included with messages or postings must

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reflect the actual originator of the messages or postings. Before downloading any software or electronic files, Agent must implement appropriate virus protection measures that can be updated regularly. No software downloads on company computers unless authorized by the Raveis IT department.

B. SPAM

No Employee or Agent should spam from the Raveis e-mail system. Spam by e-mail is a type of spam that involves sending identical (or nearly identical) messages to thousands (or millions) of recipients. Perpetrators of such spam (“spammers”) often harvest addresses of prospective recipients from Usenet postings or from web pages, obtain them from databases, or simply guess them by using common names and domains. By definition, spam occurs without the permission of the recipients.

C. Using an Electronic Mail Account Assigned to Another Individual

Agent must not use an electronic mail account assigned to another individual to either send or receive messages. If an Agent needs to read another’s mail (while they are away on vacation for instance), message forwarding and other facilities must be used.

D. Electronic Mail Systems Must not be used as Database The Agent must regularly move

important information from electronic mail message files to word processing documents, databases, and other files. Electronic mail systems are not intended for the archival storage of important information. Stored electronic mail messages may be periodically expunged by systems administrators, mistakenly erased by users, and otherwise lost when system problems occur.

E. E-Mail Retention Policy

Any e-mail older than 90 days are automatically deleted from the William Raveis e-mail System. The categories affected are Sent By, In Box, and Deleted Mail.

F. Content

The Agent is prohibited from sending or forwarding any messages via the Company’s information systems that a reasonable person would consider to be defamatory, harassing, or explicitly sexual. The Agent is also prohibited from sending or forwarding messages or images via the Company’s systems that would be likely to offend on the basis of race, gender, national origin, sexual orientation, religion, political beliefs, or disability.

G. Profane, Obscene or Derogatory Remarks in Electronic Mail Messages

The Agent must not use profanity, obscenities, or derogatory remarks in electronic mail messages or blogs discussing other agents, employees, customers, or competitors. Such remarks – even when made in jest – may create legal problems such as trade libel and defamation of character. Special caution is warranted because backup and archival copies of electronic mail may actually be more permanent and more readily accessed than traditional paper communications. Comments that the Agent posts to an electronic mail

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system, blog, an electronic bulletin board system, or other electronic systems are not necessarily formal statements of or the official position of the Company.

4. ANTI-SPAM AND ANTI-VIRUS POLICY

A. Anti-Spam Policy

The Company has the authority and responsibility to manage, control, and delete junk mail to prevent the unnecessary or inappropriate use of bandwidth and to also ensure that illegal, unwanted and unsolicited advertisements are not received on the Company’s network. This policy establishes appropriate procedures to prevent spam from entering the e-mail system. Spam, or junk mail, is unsolicited commercial e-mail sent in bulk over the Internet. While costing the sender practically nothing, Spam puts both a cost and a burden on recipients by clogging up network bandwidth, consuming disk space, and wasting people's time with the nuisance of unwanted e-mail. In order to reduce this cost to the Company, the e-mail system shall use control measures, which may include but will not necessarily be limited to filters and subscription, SPAM identification systems. The Company shall take all reasonable steps to utilize methods which minimize the blocking of e-mail which is not Spam, but reserves the right to put into effect measures to avoid the financial and personnel costs of Spam e-mails. The Company’s e-mail users should use these techniques to avoid receiving unwanted e-mail:

• Do NOT register with e-mail directory services. • Never reply to any Spam you receive - DELETE IT! • Use an alternative e-mail address (such as free account from sites such as Excite,

Hotmail, Yahoo!, to post to bulletin boards or forums. B. Anti-Virus Policy

The purpose of the Anti-Virus policy is to prevent infection of Company’s computers and computer systems by computer viruses and other malicious code. This policy is intended to prevent major and widespread damage to user applications, files, and hardware and to prevent the financial losses resulting from such damage. The Company’s e-mail server has virus protection software to:

• Inspect every incoming and outgoing message; • Automatically delete all e-mail attachments that include, but are not limited to the

following extensions: exe, pif, and bat; • Clean, if possible, any virus recognized; and • Delete the infected message if it cannot clean the virus.

C. Additional Precautions E-mail Users Should Take

All microcomputers (clients and servers) connected to the Company’s computer network (herein referred to as "the network") or networked resources shall have the Company supported anti-virus software (preferably the most current version) correctly installed, configured, activated, and updated with the latest version of virus definitions before or immediately upon connecting to the network.

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This anti-virus software must be updated regularly. If deemed necessary to prevent viral propagation to other networked devices or detrimental effects to the network, computers infected with viruses or other forms of malicious code (herein collectively referred to as "virus" or "viruses") shall be disconnected from the network until the infection has been removed.

5. ELECTRONIC MONITORING

From time to time, for a number of reasons including, but not limited to, maintaining

security and preserving a hostile-free environment, the Company does monitor certain agent communications and activities.

The Company does periodically perform the following types of electronic monitoring:

• Review telephone usage • Access computer files • Review computer usage • Review internet usage • Review e-mails • Record and/or review usage of business equipment including, but not limited to,

telephones, computers, photocopiers, fax machines and printers) The Company may conduct other types of electronic monitoring not identified above and

without advance notice where the Company reasonably believes there is a violation of the law. The Agent has read this policy and understands that when he/she uses, opens or accesses

the Company’s software, E-mail or Internet/Intranet, he/she has no right of privacy in their use. The Agent understands that violation of this policy will result in discipline, up to and including termination of association or discharge.

6. WIRELESS ACCESS POINT POLICY

As a general goal, William Raveis Real Estate Information Technology desires to provide

technical systems that are reliable, secure, and responsive. Security within our offices is always a major concern and requires new methods and policies when wireless networking is added to the mix. The growing availability of inexpensive, consumer-oriented technology makes this situation particularly challenging, as anyone can now go to a local electronics or discount store and buy wireless network equipment, plug it in, and be using wireless networking very quickly. The problem is that most people are not aware or knowledgeable in the strategies and techniques to provide wireless network security.

Because of these issues, it is critical for William Raveis Real Estate to have a policy that addresses the use of wireless networking, including aspects of security and compatibility. The policy defined below will serve as an initial statement covering specific current issues.

• Wireless Access Point Policy – effective January 01, 2004

√ No wireless access points are allowed in any William Raveis Real Estate offices.

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√ Any unapproved access point discovered in operation, whether connected to the Raveis network or not, will be disabled and removed immediately and indefinitely.

7. STREAMING AUDIO & VIDEO POLICY

A. Streaming Audio or Video is an audio file or video that is transmitted over the Internet and played while it is being received.

B. WRRE Information Technology Division strives to enable Internet activity that provides the

best possible service and bandwidth speeds for all agents and employees. WRRE can consume inordinate amounts of bandwidth and is very susceptible to delays caused by network contention and congestion from streaming audio or video. Streaming audio or video cause’s network delays and slow internet access. To provide for the best service and internet speeds WRRE policy is to not have any streaming audio or video connections to your computers.

8. PEER TO PEER SOFTWARE POLICY A sharing and delivery of user specified files among groups of people who are logged on to a file sharing network. Napster was the first mainstream P2P software that enabled large scale file sharing. Our policy is simple: this activity is strictly prohibited. Here's why:

• It is illegal. Both the U.S. Copyright Act, and the more recent Digital Millennium Copyright Act of 1998, prohibits the distribution or sharing of copyrighted works without the copyright owner's permission.

• It is dangerous. The "peer-to-peer" software that is used for file sharing may bypass your computer's operating system security and open your entire computer, along with your personal information, to anyone on the Internet. Programs such as Kazaa, BearShare, Morpheus, and others may affect your computer's performance and can cause system crashes or loss of your data.

• It degrades our network performance. Because it is the nature of these programs to share your files with as many computers as possible, the resulting volume of network traffic can slow down or disable our entire network.

• Beginning January 1, 2006, if your computer contains illegal files or file-sharing software, the Help Desk or HR Department will no longer provide you with support services of any kind. If your computer is detected engaging in illegal file sharing, your connection to the WRRE network will be immediately terminated. Before your connection can be restored, you will be required to read and sign an agreement stating that you have removed the offending files and software from your computer, and that you will no longer engage in the illegal downloading and sharing of copyrighted material.

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9. SOCIAL MEDIA

The Company recognizes the importance of social media for its Sales Agents. However, use of social media by its Sales Agents may become a problem if: it interferes with the Sales Agents work; is used to harass other Sales Agents, employees or customers; creates a hostile work environment; or harms the goodwill and reputation of the Company among its customers or the community at large. The company encourages Sales Agents to use social media within the parameters of the Social Media Guidelines and in a way that does not produce adverse consequences mentioned above. Where no policy or guideline exists, Sales Agent is expected to use their professional judgment and take the most prudent action possible. If Sales Agent is uncertain about the appropriateness of a social media posting, he/she should check with his/her Sales Manager or authorized Company representative.

Social Media Guidelines are published under separate cover.

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VI. SOLICITATIONS Agents must abide by the following guidelines when soliciting consumers either by telephone,

facsimile, or e-mail: 1. TELEPHONE SOLICITATIONS

A. Agents must read all memoranda and/or alerts from the Company’s legal department

relating to telephone solicitations.

B. Before placing any type of solicitation, the Agents must check the Company and Federal “Do Not Call” lists to confirm that the person the Agent seeks to contact is not on the list.

C. Agents may not place an unsolicited call to anyone whose name appears on the “Do Not

Call” list (The “Do Not Call” lists can be found on the Company Intranet).

D. Agents may not send an unsolicited recorded message to anyone whose name appears on the “Do Not Call” list.

E. Regardless of whether or not a person is on the “Do Not Call” lists, Agents may not call

anyone between 9:00 pm and 9:00 am F. Agents may not use or install a blocking device to circumvent a phone call recipient’s caller

identification systems.

G. If Agents immediately contacts a person who is not on a “Do Not Call” list and that person requests that the Agent not solicit them or indicate that they do not welcome telephone solicitations, the Agent should:

• Apologize to the person for any inconvenience the call may have caused and • Advise them that their name will be placed on the Company “Do Not Call” list within the

week and; • Immediately add that person’s name and number to the Company’s “Do Not Call” list

via the Company Intranet. H. An Agent who violates laws pertaining to telephone solicitations shall indemnify and hold

the Company harmless for any fines or penalties assessed against the Company. 2. EMAIL SOLICITATION

A. Agents must read all memoranda and/or alerts from the Company’s legal department relating to e-mail solicitations.

B. Any Agent sending an e-mail solicitation must:

• Provide a legitimate return e-mail and physical postal address • A clear and conspicuous notice of the recipient’s opportunity to decline or “opt out

of” to receive further messages;

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• Employ a mechanism or provide a valid e-mail address to which a recipient may send a message requesting not to receive further e-mail messages from sender; and

• Provide a clear and conspicuous notice that the message is an advertisement or solicitation.

C. An Agent who violates laws pertaining to e-mails shall indemnify and hold the Company

harmless for any fines or penalties assessed against the Company.

3. FACSIMILE SOLICITATIONS

A. Agents must read all memorandum and/or alert (s) from the Company’s legal department

relating to facsimile solicitation. B. An Agent sending a facsimile solicitation may only do so if the sender has the recipient’s

express written permission to send faxed advertising. C. An Agent who violates laws pertaining to facsimiles shall indemnify and hold the Company

harmless for any fines or penalties assessed against the Company.

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ACKNOWLEDGMENT

I have received a copy of the Policies & Procedures Manual of William Raveis Real Estate,

Incorporated (the "Company"). I have been given an opportunity to ask any questions I have

concerning any of the policies and procedures set forth in the Policies & Procedures Manual.

I agree to adhere to, and I acknowledge that I will be bound by, the policies and procedures

set forth in the Company's Policies & Procedures Manual.

I understand that the Company reserves the right, at any time, to modify the Policies &

Procedures Manual, or to modify or terminate any of the Company's policies and procedures whether

or not they are included in the Policies & Procedures Manual. I understand that I will be notified of

any modifications to the Company's Policies & Procedures Manual, and that such modifications will be

binding ten (10) days after notice.

I also understand that the current version of the Policies & Procedures Manual is available for

my inspection at the offices of the Company and on the Company's Intranet site.

_______________________ _________________________ ______________ (Print Name of Sales Agent) Sales Agent's Signature Date _______________________ _________________________ ______________ (Print Name of Company Signature of Company Date Representative) Representative

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