Independent Contractor Agreement (Agent–Broker) — Utah 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 Utah Edition: Every template was redrafted around the Utah Real Estate Licensing and Practices Act (Utah Code Title 61, Chapter 2f) and the Division of Real Estate's agency rules in Utah Admin. Code R162-2f, including the affirmative duties owed by every licensee, Utah's limited-agency regime (the Utah term for dual agency, which requires prior written informed consent of both parties), the Utah statute of frauds and its written-commission-agreement rule (Utah Code § 25-5-4), the Utah Uniform Electronic Transactions Act (Utah Code Title 46, Chapter 4), and the fact that Utah has no statutory seller disclosure form and no broker lien statute — so the seller disclosure is drafted as a comprehensive voluntary disclosure with the Utah Code § 57-1-37 stigmatized-property note, water rights/shares, HOA and geologic-hazard items, and commission enforcement is handled contractually. All citations are limited to those statutes; everything else is phrased generally for review by Utah counsel.