TC Client Agreement: What to Include
Here’s a scenario that happens to every TC who skips the written agreement: you manage a file for three weeks, the deal falls through, and the agent says they shouldn’t have to pay because the deal didn’t close. Now what?
Table of Contents
▼Without a written agreement, you eat the cost. With one, the answer is already decided. That’s why this document matters — it’s not about trust, it’s about clarity.
Why You Need One (Even With Friends)
Especially with friends. Business relationships without clear terms breed resentment. A written agreement protects the relationship by making sure everyone understands the deal upfront.
What a client agreement does:
- Defines exactly what you do and don’t do
- Establishes when and how you get paid
- Protects you when deals fall through
- Sets expectations for both sides
- Gives you grounds to enforce payment
- Limits your liability for things outside your control
Some agents will push back: “Do we really need all this? Can’t we just work together?” Yes, you really need it. The agents who resist written agreements are usually the ones you’ll have problems with later.
Section 1: Parties and Relationship
Start with the basics. Who’s involved and what’s the nature of the relationship.
Include:
- Your business name and the agent’s name/brokerage
- That you’re an independent contractor, not an employee
- That the agreement is between your business and the agent (or their brokerage)
- The effective date and term
The independent contractor piece matters. If you’re not clear about this, agents may treat you like an employee — expecting set hours, office presence, and control over how you do your work. Define the relationship clearly from the start.
Section 2: Scope of Services
This is the most important section. Be specific about what you do — and equally specific about what you don’t.
Services included (example):
- Contract-to-close transaction coordination
- Deadline tracking and management
- Document review for completeness (signatures, initials, dates, blanks)
- Document preparation at the agent’s written direction
- Communication coordination between parties
- Status updates to the agent at agreed-upon intervals
- File organization per brokerage compliance requirements
Services NOT included (critical):
- Legal advice or document interpretation
- Client advising or negotiation
- Marketing or lead generation
- Activities requiring a real estate license
- Work outside normal business hours (or define your hours)
The exclusions protect you. If an agent later claims you should have caught a legal issue in a contract, your agreement clearly states that legal review is not part of your service. You check for completeness — not legal accuracy.
Section 3: Fees and Payment Terms
Be crystal clear here. Ambiguity about money creates conflict.
What to define:
- Per-file fee for contract-to-close coordination
- Per-listing fee for listing coordination (if offered)
- Fees for any add-on services
- When payment is due (at closing, upon invoice, upfront — your choice)
- Accepted payment methods
- Late payment terms (interest, suspension of services)
Payment timing options:
At closing: Most common. You get paid from the commission disbursement at closing. Easy for the agent, but risky for you if deals fall through frequently.
Upon invoice: You invoice when the file is assigned (or at a milestone). More predictable cash flow, but some agents resist paying before closing.
Hybrid: Reduced fee upfront, remainder at closing. Balances cash flow with agent convenience.
At Freedom RES, our TC fee is $375/file and listing coordination is $125/listing. Whatever you charge, make sure your pricing works for your business model.
Section 4: Fallen Deal Policy
This is the clause that saves you the most headaches. Define it clearly and discuss it with every new agent before they sign.
Options:
Full fee regardless: You did the work, you get paid. This is the strongest position but the hardest sell to agents.
Reduced fee for fallen deals: Most common approach. Something like 50% of the full fee, or a minimum fee of $150-200 that covers the work completed. Agents understand this is fair.
No fee if deal falls within X days: Some TCs waive the fee if the deal falls through within the first few days (before significant work is done). After that, the reduced fee applies.
Whatever you choose, put it in writing. The conversation about fallen deal fees is 100x easier before you start the file than after a deal just collapsed.
Section 5: Confidentiality
You’ll have access to personal financial information, contract terms, and private client details. Your agreement needs a confidentiality clause.
Cover:
- You won’t share transaction details with anyone not involved in the deal
- You’ll handle personal information (social security numbers, financial data) according to applicable privacy requirements
- Confidentiality survives the termination of the agreement
This is standard business practice, but having it in writing protects both you and the agent’s clients.
Section 6: Liability Limitations
Protect yourself. You’re managing complex transactions with significant financial stakes. Without liability limitations, a single error could expose you to claims far beyond what you earned on the file.
Key provisions:
- Your liability is limited to the fee you charged for that specific file
- You’re not liable for errors made by other parties (lenders, title, agents, attorneys)
- You’re not responsible for deal outcomes — you handle administration, not deal terms
- You’re not providing legal, tax, or financial advice
Also:
- Require that the agent maintains their own E&O insurance
- State that your services are administrative in nature
- Note that document preparation is done at the agent’s written direction only
Have an attorney review your liability language. This is where a few hundred dollars in legal fees pays for itself many times over.
Section 7: Term and Termination
How long does the agreement last?
- Most TC agreements are ongoing until terminated by either party
- Either party can terminate with written notice (15-30 days is typical)
- Active files are completed through closing or reassigned upon termination
What happens when you part ways:
- Define how active files are handled
- Specify final payment terms
- Address return of documents and data
- Confidentiality survives termination
Keep this section clean and fair. You don’t want to trap agents in agreements they can’t exit, and you don’t want to be stuck with a difficult client you can’t fire.
Section 8: Dispute Resolution
Hopefully you’ll never need this, but plan for it anyway.
Options:
- Mediation first: Both parties agree to mediate disputes before escalating
- Governing law: Which state’s laws apply
- Venue: Where disputes would be resolved
- Attorney’s fees: Prevailing party recovers reasonable attorney’s fees (this discourages frivolous claims)
Bonus: Broker Acknowledgement
Here’s something most TCs don’t think about: consider having the agent’s broker sign a separate acknowledgement form. This is a one-page document where the broker acknowledges that their agent is using your TC services and understands that:
- You’re working as an unlicensed assistant (administrative capacity only)
- You’re not exclusive to their brokerage — you work with agents at multiple brokerages
- You won’t share information between brokerages except on transactions where both are involved
This protects you, protects the broker, and prevents awkward surprises. Some brokers don’t know their agents are using an outside TC. Finding out mid-transaction is not the time. Getting the acknowledgement upfront keeps everyone informed and sets the relationship on the right footing.
Not every TC does this. We think it’s smart practice.
Putting It Together
Your agreement doesn’t need to be 20 pages. A clean, well-drafted agreement is typically 3-5 pages. The goal is clarity, not length.
Before you use it:
- Draft it based on the sections above
- Have a local attorney review it ($200-500 for a contract review)
- Test it with your first few clients — note any questions or confusion
- Revise based on feedback
- Review annually as your services and pricing evolve
How to present it to agents: Send it before the first file with a simple note: “Here’s my service agreement — it covers what I do, what I charge, and how we work together. Take a look and let me know if you have questions. Once it’s signed, we’re ready to go.”
Don’t apologize for having an agreement. Professional service providers have written terms. Agents sign contracts for a living — they understand this.
Download our TC Startup Kit for a starting framework you can customize.
