Independent Contractor Agreement (Agent–Broker) — Ohio Edition Template

The agent–broker relationship in U.S. real estate runs on independent contractor status — and that status is legally fragile if the paperwork is wrong. Federal tax law provides a statutory safe harbor: under 26 U.S.C. § 3508, a licensed real estate agent is treated as a non-employee for federal tax purposes if substantially all compensation is tied to sales output rather than hours worked AND there is a written contract providing the agent will not be treated as an employee for federal tax purposes. No written agreement, no safe harbor. State-level classification (wage law, unemployment, workers' comp) adds another layer — many states have real-estate-specific carve-outs from tests like California's ABC test (see Cal. Bus. & Prof. Code § 10032), but those carve-outs typically also require a written independent contractor agreement.

This 7-page agreement is built to hold that status together. It covers: engagement and license status; the § 3508 written-contract language stating the agent will not be treated as an employee for federal tax purposes; commission-based compensation with a defined split schedule and changes-on-notice mechanics; broker supervision duties that coexist with contractor status (license law requires broker supervision — the agreement distinguishes regulatory supervision from employment-style control); expenses, fees, and chargebacks; E&O insurance; lead and listing ownership; conduct, compliance, and fair housing obligations; termination and post-termination commission treatment for pending deals; and dispute resolution.

The 50-state variation notes cover state contractor statutes, workers' comp election rules, and states requiring specific contract language. This is the single most important document in a brokerage's file cabinet — use this template as a strong starting point and have brokerage counsel adapt it to your state.

About this Ohio Edition: the template and its drafting notes are adapted for Ohio practice under Ohio Revised Code Chapter 4735, Ohio's real estate license law, which requires brokerages to deliver a Consumer Guide to Agency Relationships and the Ohio Real Estate Commission's prescribed Agency Disclosure Statement before an offer is presented (ORC 4735.56–4735.58). Ohio permits dual agency with informed written consent and also recognizes "split agency," in which two licensees of one brokerage each represent one party while the brokerage and its management-level licensees act as dual agents (ORC 4735.70–4735.74) — so this edition's agency document remains a Dual Agency Disclosure & Informed Consent drafted as a supplement to the statutory statement, with Ohio's split-agency alternative built in. Seller disclosure follows the mandatory Ohio Residential Property Disclosure Form under ORC 5302.30, including the purchaser's three-business-day rescission right for late delivery; electronic execution relies on the Ohio Uniform Electronic Transactions Act, ORC Chapter 1306; and compensation provisions reflect ORC 4735.21 (payment only through the brokerage) and Ohio's commercial-only broker lien law. The regulator is the Ohio Division of Real Estate and Professional Licensing. Ohio-specific drafting notes accompany the template for review before use.