Real Estate Agent Agreement - Template, Sample Form Pro · NG-law

REAL ESTATE AGENCY AGREEMENT

THIS REAL ESTATE AGENCY AGREEMENT (this "Agreement") is made on ________ (the "Effective Date")

BETWEEN

________, an individual of the following address:

________

(hereinafter referred to as the "Client", which expression shall, where the context so admits, include his/her heirs, personal representatives, successors-in-title and assigns) of the one part;

AND

________, an individual of the following address:

________

(hereinafter referred to as the "Agent", which expression shall, where the context so admits, include his/her heirs, personal representatives, successors-in-title and assigns) of the other part.

The Client and the Agent are hereinafter together referred to as the "Parties" and individually as a "Party".

RECITALS

A. The Client is the lawful owner of, and is seized of an unencumbered estate in, the property particularly described in this Agreement (the "Property").

B. The Client wishes to engage the Agent to provide estate agency, marketing and related services for the purpose of effecting the sale of the Property, and the Agent has agreed to provide such services upon and subject to the terms and conditions set out in this Agreement.

C. This Agreement is made subject to the laws of the Federal Republic of Nigeria, including the Estate Surveyors and Valuers (Registration, etc.) Act, the Property and Conveyancing Law / Conveyancing Act (as applicable), the relevant State Lands and Stamp Duties laws, and the Nigeria Data Protection Act 2023.

NOW THEREFORE THE PARTIES HEREBY AGREE AS FOLLOWS:

1. APPOINTMENT AND THE PROPERTY

1.1. The Client hereby appoints the Agent to act as the Client's agent and grants the Agent the right to market and procure a purchaser for the property described as follows (the "Property"):

________

1.2. The nature of the appointment shall be ________ (i.e. exclusive or non-exclusive) for the duration of this Agreement.

1.3. Title documents relating to the Property are evidenced by ________.

1.4. The Agent undertakes to apply its marketing skill, professional expertise and reasonable endeavours to procure a purchaser for the Property. This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with its terms, shall end on ________.

2. DESCRIPTION OF SERVICES

2.1. The Agent agrees to provide the following services in relation to the Property (the "Services"):

2.1.1. to market, advertise and solicit offers on the Property and to use reasonable endeavours to procure a willing and able purchaser in accordance with the terms of this Agreement;

2.1.2. not to offer the Property for sale at a price less than ₦________ (________) unless otherwise agreed in writing by the Client;

2.1.3. to conduct negotiations on behalf of the Client and to report all offers received on the Property promptly to the Client;

2.1.4. to facilitate inspections of the Property by prospective purchasers and to assist the Client in entering into a binding agreement for the sale of the Property;

2.1.5. to comply at all times with the rules and code of conduct of the Estate Surveyors and Valuers Registration Board of Nigeria (where applicable) and with all applicable laws.

2.2. The Agent agrees to perform the Services diligently, with due skill and care, and to act in the best interests of the Client at all times. The Agent shall have no authority to conclude any contract for the sale of the Property or to accept any offer on behalf of the Client without the prior written authority of the Client.

3. OBLIGATIONS OF THE CLIENT

Under this Agreement, the Client shall:

(I) pay to the Agent the Fee, authorised out-of-pocket expenses and all other sums properly due under this Agreement;

(II) provide all title documents, surveys and other materials reasonably required to complete the sale of the Property;

(III) bear and pay all relevant taxes, levies, consent fees and statutory charges (including the Governor's consent fee under the Land Use Act, capital gains tax, stamp duties and registration fees) payable in respect of the sale of the Property under applicable law.

4. SALE PRICE

The asking price of the Property shall be ₦________ (________) (the "Sale Price"). The Client reserves the right to vary the Sale Price upon written notice to the Agent. Nothing in this Agreement confers on the Agent any right to accept an offer on behalf of the Client; the Client must in all cases provide acceptance in writing before any offer may be accepted.

5. FEES AND COMMISSION

5.1. As compensation for the Services rendered by the Agent under this Agreement, the Agent shall be entitled to ________ (i.e. a fixed fee or a commission expressed as a percentage of the Sale Price) in the sum/rate of ₦________ (________) (the "Fee").

5.2. The Fee is exclusive of Value Added Tax (VAT) which, where chargeable, shall be added at the prevailing statutory rate and paid by the Client upon presentation of a valid invoice.

5.3. The Fee shall be paid by ________ (e.g. bank transfer / cash / cheque).

5.4. Payment shall become due and payable upon the completion of the sale and purchase of the Property.

5.5. The Agent shall be entitled to reimbursement of all incidental and out-of-pocket expenses reasonably incurred on behalf of the Client, provided that such expenses were authorised by the Client in writing prior to being incurred and are supported by appropriate receipts.

6. LATE PAYMENT

If the Client fails to pay any sum due under this Agreement by the due date, the Client shall pay to the Agent the sum of ₦________ (________) as a late payment charge, without prejudice to any other right or remedy available to the Agent.

7. REPRESENTATIONS AND WARRANTIES

7.1. The Client represents and warrants that he/she is the lawful owner of the Property and has the full right, power and authority to enter into this Agreement and to sell the Property.

7.2. The Client warrants that the Property is free from all encumbrances, liens, claims, charges or adverse interests, save as may have been disclosed in writing to the Agent.

7.3. The Agent represents and warrants that it possesses the requisite skill, expertise and, where applicable, the necessary registration, licences and authorisations (including registration with the Estate Surveyors and Valuers Registration Board of Nigeria where required) to provide the Services under this Agreement.

7.4. Each Party represents and warrants that the execution and performance of this Agreement does not and shall not violate any other agreement to which it is a party or any law applicable to it.

7.5. The Parties warrant that all information provided to each other in connection with this Agreement is true, accurate and not misleading in any material respect.

8. CONFIDENTIALITY AND DATA PROTECTION

8.1. The Parties acknowledge that, by virtue of this Agreement, each Party may have access to non-public confidential information concerning the other. Each Party agrees to maintain the confidential nature of such information. Depending on the circumstances, either Party may be the disclosing party or the receiving party.

8.2. "Confidential Information" means all information or materials of whatever nature disclosed by one Party to the other, whether in writing, orally or by any other means, including but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademarks, software, drawings and programmes, but shall not include information which:

(I) can be established by written records to be already known to the receiving Party or the public at the time of disclosure;

(II) enters the public domain through no fault of the receiving Party;

(III) is given by the disclosing Party to third parties without restriction;

(IV) is given to the receiving Party by a third party in lawful possession of such information and having the legal right to disclose it; or

(V) is required by law, regulation or order of a competent court or authority to be disclosed.

8.3. The Parties hereby agree:

(I) to take proper and reasonable measures to ensure the confidentiality of the Confidential Information;

(II) not to make public, publish or otherwise disclose, in whole or in part, any information relating to the affairs, business dealings or other matters arising under this Agreement without the prior express written consent of the other Party;

(III) not to use the Confidential Information for any purpose other than the purpose for which it was disclosed.

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8.5. The obligations in this Clause 8 shall survive the termination or expiry of this Agreement for so long as the information remains confidential.

9. DEFAULT

The occurrence of any of the following events shall constitute a fundamental breach and shall entitle the non-defaulting Party to terminate this Agreement (a "Fundamental Breach"):

(I) the failure of the Client to pay the Fee or make any other payment due under this Agreement;

(II) the seizure, acquisition or expropriation of the Property the subject of this Agreement;

(III) where the appointment is exclusive, the sale of the Property through another agent authorised by the Client within the exclusivity period;

(IV) the failure of the Agent to perform the Services described under this Agreement;

(V) any third-party claim, lien or encumbrance on the Property that renders it impossible to sell the Property.

10. TERM AND TERMINATION

10.1. The Agent shall commence the Services on the Effective Date. Either Party may terminate this Agreement where the other Party fails to perform a fundamental obligation under this Agreement and, having been given written notice of such failure, fails to remedy the same within thirty (30) days of the notice.

10.2. The Agent may terminate this Agreement where the Client fails to pay the Fee or other sums due under this Agreement following written demand.

10.3. The Client may terminate this Agreement where the Agent defaults or commits a Fundamental Breach. Upon termination or expiry of this Agreement, the Agent shall:

(I) immediately return to the Client all keys to the Property, Confidential Information, documents, books, materials and any other property belonging to the Client or relating to the Property in the possession or control of the Agent;

(II) delete all information relating to the Property held on any electronic device, hard disk or other medium in the possession of the Agent, save where retention is required by law;

(III) not disclose or use any of the Client's Confidential Information or trade secrets, and the Client shall be entitled to seek an injunction or any other legal remedy to prevent such disclosure or use.

10.4. Upon termination, the Client shall pay all Fees and other sums accrued and due up to the date of termination, together with any fees properly falling due for Services rendered by the Agent prior to termination.

11. FORCE MAJEURE

11.1. Neither Party shall be liable for any failure to perform any obligation under this Agreement where such performance has been delayed, hindered, interfered with or prevented by an event of force majeure, being any circumstance which:

(I) is beyond the reasonable control of the affected Party;

(II) such Party could not reasonably have avoided or overcome; and

(III) is not attributable to the other Party.

11.2. Without prejudice to the generality of the foregoing, force majeure shall include:

(I) war, hostilities or invasion;

(II) rebellion, terrorism, revolution, insurrection or usurped power;

(III) riot, civil commotion, epidemic, pandemic, act of God, flood or fire, or other event that may reasonably affect a Party's ability to perform its obligations under this Agreement.

11.3. The affected Party shall notify the other Party in writing as soon as reasonably practicable. If the event of force majeure continues for a continuous period exceeding ________ days, either Party may terminate this Agreement by written notice.

12. INDEMNIFICATION

The Agent agrees to indemnify and hold the Client harmless against any suit, action, claim, damages, liabilities, expenses, loss, judgment or settlement of any kind which the Client may suffer or incur as a result of the Agent's negligence, wilful default or breach of any term of this Agreement, including:

(I) any unauthorised use by the Agent of the Client's property or intellectual property;

(II) any violation of any applicable law, rule or regulation committed by the Agent or the Agent's representatives;

(III) any harm or injury suffered by any third party due to the fault of the Agent;

(IV) all reasonable costs incurred by the Client in enforcing its rights under this Agreement, including reasonable legal fees.

13. MODIFICATION AND VARIATION

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14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

14.2. The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement amicably through good-faith negotiation.

14.3. Where the dispute is not resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023. The seat of arbitration shall be ________, the number of arbitrators shall be ________, and the proceedings shall be conducted in the English language.

14.4. The courts of ________ shall have jurisdiction to grant interim relief and to enforce any arbitral award.

15. MISCELLANEOUS

15.1. Titles and Headings: The titles and headings in this Agreement are for convenience only and shall not modify, explain, interpret or restrict any of its provisions.

15.2. Notices: All notices under this Agreement shall be in writing and shall be delivered personally, sent by registered/certified mail, courier, or electronic mail to the address of the relevant Party set out in this Agreement or to such other address as that Party may notify in writing.

15.3. Counterparts: This Agreement may be executed in counterparts, all of which together shall constitute one and the same Agreement.

15.4. Entire Agreement: This Agreement, together with any addendum expressed to form part of it, constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements between them.

15.5. Assignment: No Party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.

15.6. Enurement: This Agreement shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

15.7. Cumulative Rights: The rights of the Parties under this Agreement are cumulative and not exclusive, save as otherwise provided by law.

15.8. Waiver: Any term or provision of this Agreement may be waived only in writing by the Party entitled to the benefit thereof. No delay or omission to exercise any right shall be construed as a waiver.

15.9. Severability: If any part of this Agreement is held to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

15.10. Further Assurance: The Parties shall execute and deliver all such documents and take all such further actions as may be necessary or incidental to give full effect to the provisions of this Agreement.

15.11. Stamping: This Agreement shall be stamped in accordance with the Stamp Duties Act, and the Parties acknowledge that an unstamped instrument may not be admissible in evidence until duly stamped.

IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first above written.

SIGNED, SEALED AND DELIVERED by the within-named Client

________

________________________

(Signature of Client)

in the presence of:

Name: ________

Address: ________

Occupation: ________

Signature: ________

SIGNED, SEALED AND DELIVERED by the within-named Agent

________

________________________

(Signature of Agent)

in the presence of:

Name: ________

Address: ________

Occupation: ________

Signature: ________