STAUNTON-AUGUSTA ASSOCIATION OF REALTORS, INC

STAUNTON-AUGUSTA ASSOCIATION OF REALTORS, INC.

KEY AGREEMENT

THIS AGREEMENT is made between the STAUNTON-AUGUSTA ASSOCIATION OF REALTORS, INC., 1023 N. Augusta Street, Staunton, Virginia 24401, (SAAR), and

_________________________________________________________________________

(Last name) (First name) (Social Security) LICENSEE

_________________________________________________________________________

(Home Address and Telephone Number)

__________________________________________________________________BROKER

(Firm's Name)

for the use of a RISCO Programmer Key and Access Number ______

WITNESSETH:

RECITALS:

A. SAAR owns and leases to Broker, RISCO Keysafes for the purpose of accessing and showing listed properties to prospective buyers while owners are absent, and Broker has entered into a Keysafe Agreement with SAAR for that purpose.

B. Licensee desires to access listed properties by means of the Key and Access Number identified above.

NOW, THEREFORE, SAAR delivers the Key described above to Licensee and authorizes Licensee to use the Access Number on the following terms and conditions.

1. DEFINITIONS.

(a) KEYSAFE - The device placed on a listed property for the purpose of accessing the property in the owner's absence.

(b) KEY - The key-sized device issued to Licensee for the purpose of accessing Keysafes, which is called a Programmer by RISCO.

(c) ACCESS NUMBER - A five digit personal number issued to Licensee which must be used in conjunction with a Key to access a Keysafe.

2. OWNERSHIP OF KEY.

(a) OWNERSHIP. The Key, Access Number and all Keysafes shall remain the property of SAAR alone.

(b) RIGHT TO RECALL. SAAR reserves and BROKER shall have, jointly and severally, the right to recall or repossess the Key from Licensee at any time for any reason and to terminate Licensee's right to use the Access Number, upon notice to Licensee.

3. SECURITY DEPOSIT.
SAAR acknowledges receipt of $50.00 as a security deposit paid by Licensee which is to be held by SAAR as security for return for the Key. The deposit shall be refunded promptly to Broker upon the return of the Key to SAAR, provided Licensee has complied with all terms of this Agreement. SAAR will keep all deposits which have not been forfeited upon default in a separate account. No interest earned on any deposit shall accrue to the benefit of anyone other than SAAR.

4. DUTIES AND RESPONSIBILITIES OF LICENSEE.

(a) CARE AND KEEPING. Licensee agrees to keep the Key and Access Number in his possession or in places of safety at all times. Additionally, Licensee agrees to keep the Key and Access Number in separate locations at all times for maximum security purposes.

(b) KEY DUPLICATION AND UNAUTHORIZED USE. Licensee will not permit or cooperate with anyone in the alteration or duplication of any Key. Licensee shall not permit the Key or Access Number to be used by any person other than Licensee, and shall not disclose the Access Number to anyone except authorized representatives of SAAR.

(c) Licensee will not knowingly permit a Keysafe to be placed on any property, or use a Key or Access Number to gain entry to any property unless the owner has previously consented to the use of a Keysafe on the property by signing such written agreement for that purpose as may be required by SAAR under its rules and regulations.

(d) RESPONSIBILITY TO REPORT MISUSE. In order to maintain the integrity of the Keysafe system, Licensee agrees to report to SAAR immediately any action which would violate the terms of this or any other Key Agreement or any Keysafe Agreement, including, but not limited to, loss, loan, alteration or duplication of any Key.

(e) CHANGE OF ADDRESS OR AFFILIATION. If Licensee at any time during the term of this Agreement changes the address set out above or terminates the association with Broker, Licensee will provide SAAR with written notice of Licensee's new address and/or association within three (3) days of the effective date of the change.

(f) TERMINATION. If Licensee ceases to be a member of SAAR, or an SAAR MLS Participant, Licensee shall immediately return the Key, Access Number and all other components of or information concerning the Keysafe System in the Licensee's possession to SAAR.

(g) SHOWING INSTRUCTIONS. It shall be the responsibility of a showing agent to notify the listing firm prior to all showings.

5. LOST KEY.

(a) LOSS REPORT. Licensee shall immediately report any loss of the Key from any cause, including theft, to the police in writing. Licensee shall also submit to and file with the Executive Officer of SAAR an affidavit, complete with a copy of the police report, detailing the circumstances surrounding the loss of the Key within forty-eight (48) hours after discovery of such loss in any case. The affidavit shall contain Licensee's Access Number and must be countersigned for acknowledgment by Broker. A similar affidavit, but no police report, shall be filed with the Executive Officer of SAAR if any Access Number is lost or disclosed to a third party.

(b) ACTION BY EXECUTIVE OFFICER. Upon receipt of a "Lost Key Affidavit," the Executive Officer of SAAR shall refer the matter to the Keysafe Committee for their review. Following the review and approval of the Keysafe Committee, the Executive Officer will issue an additional Key to Licensee.

(c) ADDITIONAL DEPOSIT. An additional Key in lieu of a lost Key may be issued only upon receipt of an additional One Hundred Dollars ($l00.00) security deposit and the execution of a new Key Agreement. Deposit for a second or additional replacement keys shall be One Hundred Fifty Dollars ($l50.00).

(d) NEGLIGENCE OR FAULT. If the Keysafe Committee determines that the circumstances surrounding the loss of the Key compromise the security of the Keysafe System, requiring reestablishment of the Keysafe System for security purposes, the matter shall be referred to the Board of Directors for a hearing.

(e) BOARD HEARING. Upon recommendation of the Keysafe Committee, a hearing shall be held before a committee of no less than three (3) members of the Board of Directors called by the President for that purpose. The procedures for such a hearing shall follow procedures for matters before a professional standards hearing panel as prescribed in the By-Laws of SAAR.

(f) LIQUIDATED DAMAGES. If the Board of Directors after a hearing determines that the loss was due to negligence or fault of the Licensee and that the circumstances surrounding the loss of the Key compromise the security of the Keysafe System, requiring reestablishment of the Keysafe System for security purposes, the Board shall assess the Licensee and or Licensee's Broker with $8.00 per Keysafe issued by SAAR at that time as liquidated damages. Any decision by the Board of Directors shall be final and conclusive upon Licensee and Broker.

6. LIABILITY.

Licensee acknowledges and accepts joint and several liability with Broker for compliance with all provisions of this Agreement and the Keysafe Agreement between SAAR and Broker which is incorporated in and made a part of this Agreement by this reference.

7. WAIVER.

Licensee waives any and all rights, claims and causes of action against SAAR and its directors, officers and employees for any claim, damage, loss, cost or expense resulting from any use of the Keysafe System, including Keysafes, Keys and Access Numbers.

8. DEFAULT.

Default occurs upon:

(a) Failure of Licensee to perform any obligations under any of the terms of this Agreement.

(b) Failure to report loss of the Key or loss or disclosure of the Access Number by Licensee.

(d) Default by Broker under the terms of the Keysafe Agreement.

9. RIGHTS AND REMEDIES UPON LICENSEE’S DEFAULT.

(a) Any default will result in the automatic forfeiture of the security deposit which shall become the property of SAAR; provided however, that recovery of the Key within thirty (30) days of a reported loss shall entitle Broker to a return of the forfeited security deposit.

(b) Licensee agrees to return the Key, Access Number and all other components of or information concerning the Keysafe System which may be in Licensee's possession to SAAR immediately upon default.

(c) If Licensee fails to return any component of or information about the Keysafe System to SAAR as provided herein, SAAR shall be entitled to an injunction restraining Licensee from utilizing any component of or information concerning the Keysafe System for any purpose whatsoever, and requiring the immediate return of all such components and information to SAAR. SAAR's right to an injunction shall be in addition to any other remedies available to SAAR under the terms of this Agreement, at law, or in equity.

(d) Licensee shall be responsible for all losses, damages, expenses and costs incurred by SAAR as a result of default and in enforcing any of the provisions of this Agreement, including attorney's fees, except that Licensee's liability for the costs associated with reestablishing the security of the system if it is determined that the security has been compromised through the negligence or fault of Licensee shall be limited as provided in paragraph 5(f).

10. INDEMNIFICATION.

Licensee agrees to indemnify, hold harmless, and defend SAAR, its officers, employees and agents, from and against any and all liability, obligations, damages, claims or actions arising out of or as a result of Licensee's use of any component of or information concerning the Keysafe System, or Licensee's default under this Agreement, and all expenses and costs, including attorney's fees, resulting therefrom or incident thereto, except that Licensee's liability for the costs associated with reestablishing the security of the system if it is determined that the security has been compromised through the negligence or fault of Licensee shall be limited as provided in paragraph 5(f).

11. RULES AND REGULATIONS.

Operation of the Keysafe System shall at all times be subject to the Rules and Regulations adopted by SAAR as amended from time to time.

12. TERMINATION.

SAAR reserves the right to modify or cancel this Agreement at any time in whole or in part. Licensee shall not be considered to have any vested right in the continued operation of the Keysafe System by virtue of this Agreement.

13. MISCELLANEOUS.
(a) INVALID OR UNENFORCEABLE PROVISION. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

(b) ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between the parties with respect to the use of any part of the Keysafe System and there are no promises, conditions, agreements, understandings, or representations, oral or written, expressed or implied, between the parties with respect to the use of any part of the Keysafe System, other than as set forth herein.

(c) CONSTRUCTION. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia.

(d) NOTICE. Any notice under the terms of this Agreement shall be in writing, and shall be deemed given when mailed, certified mail, return receipt requested, to a party at the address set out in the caption, or when delivered in person.

14. BROKER RESPONSIBILITY.

Broker, by signing this Agreement, acknowledges Broker's joint and several responsibility with Licensee for compliance with all of its terms and conditions.

STAUNTON-AUGUSTA ASSOCIATION OF REALTORS, INC.

BY _________________________ __________________

ASSOCIATION EXECUTIVE DATE

_____________________ _________________________ __________________

BROKER LICENSEE DATE

NAR APP.: February, 2002