2023-02-03_mvijayan_23_Schlegel Villages Agency Agreement 2023 TheKey.docx

NURSING AGENCY MASTER SERVICES AGREEMENT

This Master Supplier Agreement for Services (“MSA”) is by and between Schlegel Villages Inc. (“SVI”) and _______ (the “Supplier”) and is effective as of ____________ (the “Effective Date”).

Schedule A Terms & Conditions

Schedule B Additional Provisions

Schedule C

SOW

Agency Resource document

SCHEDULE A

PRELIMINARY

Definitions.  Capitalized terms will have the meanings set forth in Schedule A (Definitions).

Agreement Overview. This MSA sets out the terms and conditions on which SVI may procure Services from Supplier. The execution of this MSA does not, by itself, commit SVI to purchase, nor Supplier to provide, any specific or services nor any particular volumes of services.

SOWs. SVI and Supplier may enter into one or more SOWs for the purchase and supply of Services (each a “SOW”). The SOW sets out the business details and specific terms for a transaction, incorporates by reference the terms of this MSA and forms a separate and independent contract between SVI and the Supplier. Multiple SOWs may be entered into.

Conflict.  The parties may revise the terms of this MSA in the SOW, but the changes will only affect the transaction to which that SOW applies.  If there is any conflict between the SOW and this MSA, the SOW will prevail.

No Exclusivity.  Each party acknowledges that the SOW is non-exclusive and either party may contract with other parties for the procurement or sale of equipment, software, systems and services comparable to the Services without limitation or restriction.  Nothing herein is intended or shall be construed as creating any exclusive arrangement with the Supplier.   This Agreement shall not restrict SVI from acquiring similar, equal or like services from other entities or sources and there is no agreement or understanding that SVI will request any minimum amount of services.

The parties agree that the schedules attached hereto form part of this MSA and will also apply to all future transactions with SVI to the extent identified in future SOWs. If there is any conflict between any term of the SOW and any document incorporated by reference into the SOW, then the following order of precedence will apply:

The provisions set out in the SOW;

Any schedules incorporated herein;

The general terms set out in this MSA.

SERVICES

Acquisition of Services. SVI acquires from Supplier and Supplier provides to SVI the Services as stated and subject to the terms in the SOW.

Performance.

General. Except as and to the extent expressly set out in the SOW, Supplier will be responsible for providing, at its cost, all supplies, materials, personnel and other things necessary to perform the Services acquired by SVI under the SOW.

Time of Performance. Supplier will perform the Services in accordance with the agreed time frame set forth in the SOW. Supplier will promptly notify SVI upon becoming aware of any circumstances, including system interruptions and catastrophic events, which may reasonably be expected to jeopardize the timely and successful performance and completion of any Service.

Manner of Performance. Supplier’s performance under the SOW, will be in accordance with all applicable Documentation and requirements of the SOW, including any service levels or other specific standards of performance set forth therein. If at any time Supplier fails to meet any agreed upon service levels, then, without limiting SVI’s other rights and remedies, including SVI’s right to any service level credits, Supplier will promptly take steps to remedy that service level failure. In taking these steps Supplier will conform to any written plan agreed on by the parties. The parties will review any service level agreement for the Services at least once every 12 months. At either party’s request the other will negotiate changes to that service level agreement to (i) have it adapt to changes in the Services or SVI’s business or applicable Laws; (ii) remedy any difficulty the parties are having with its implementation, including the measurement of standards; or (iii) remedy any inadequacy in its effectiveness in measuring Supplier’s performance or SVI’s level of satisfaction with the Services.

Service Locations. The SOW will specify the SVI sites at which Supplier is required to perform any on-site Services (the “SVI Premises”). In addition, the SOW may specify the Supplier facilities (or facilities of a Supplier subcontractor) at which (or from which) certain Services are to be provided. SVI or Supplier (or Supplier subcontractor) Service locations may not be changed, or Services provided from other locations, without SVI’s prior written consent.

Performance Review. The parties will meet at SVI’s request at least once every 12 months, and otherwise on the frequency set out in the SOW, to discuss Supplier’s performance under the SOW (including any service level agreement for Services). If Supplier’s delivery of Services is determined by SVI to be deficient, then SVI may request, and Supplier will agree to, more frequent meetings to facilitate remediation of the deficiency.

Cooperation and Coordination.  If SVI, or any third party retained by SVI, acquires or performs for SVI any services that interface with Supplier’s Services, Supplier will cooperate and coordinate with SVI or that third party as reasonably requested by SVI.

Deliverables, Rights and Services. Supplier will provide to SVI electronically or otherwise, at no extra charge, at least one copy of the Documentation for any Services no later than the date of delivery of those Services. SVI may make a reasonable number of copies of Software, Documentation or other Services Deliverables for internal use.

Supplier Personnel.

Named Personnel. For the purposes of an SOW, Supplier will assign the individuals (if any) named in the SOW to perform any specified role or task and will not replace named individuals without SVI’s approval (unless such replacement is for reasons of illness, maternity/paternity leave, military leave or other leaves of absence prescribed by applicable Law or for reasons of resignation, termination for cause or other causes outside the reasonable control of Supplier). If replacement is required due to causes outside the reasonable control of Supplier, SVI has the ability to vet/approve the replacement.

Background Screening.  For the purposes of an SOW, for Services at SVI Premises, Services involving performance of ongoing activities for SVI or contact with SVI Confidential Information, and Services stated in the SOW as being subject to this requirement, Supplier and Supplier Personnel will be subject to the background screening requirements set out below:

Supplier may not, without SVI approval, use to perform Services (which SVI may withhold at its discretion) any person who has (i) a criminal record as shown by (A) a national criminal background check from the Canadian Police Information Centre; or (B) for individuals who have not resided within Canada within the whole of the past seven years, a seven-year country of residence criminal records search;  or (ii) an entry under any background check that becomes standard under any applicable Law or prevailing industry practices. Supplier will carry out the checks necessary to for it to be in compliance with this provision; keep proper evidence of having carried them out; and give a copy of this evidence to SVI on no less than seven days’ notice.

Complaints. Supplier will promptly handle any complaints SVI may have about Supplier Personnel and make reasonable efforts to promptly resolve them to the satisfaction of SVI. If Supplier is unable to resolve any complaints about any Supplier Personnel within a reasonable timeframe, Supplier will replace such Supplier Personnel with other individuals approved by SVI and having the requisite qualifications required hereunder, at no additional cost to SVI. This provision does not in any way require, endorse or approve (expressly or impliedly) the termination of employment by Supplier of any person replaced under the terms of this paragraph.

Responsibility for Personnel. Supplier is solely responsible for the acts and omissions of Supplier Personnel. All Supplier Personnel will be and will remain Supplier’s employees or agents, and under no circumstances will SVI be considered or construed to have an employment relationship with any Supplier Personnel, nor are such personnel to be considered employees of SVI. Supplier assumes full responsibility for the actions of all Supplier Personnel and will be solely responsible for their supervision, daily direction and control, payment of salary and benefits (including withholding and payment of all applicable income taxes and other taxes and unemployment insurance, worker's compensation, disability benefits and the like).

SVI Policies. In connection with the performance of the SOW, Supplier will comply with all rules, guidelines and policies communicated by SVI to Supplier that, among other things, are applicable to Supplier or Supplier Personnel attending at or performing Services at SVI’s Premises or having access to SVI’s systems (on premise or remotely), and which shall specifically include SVI’s Resource Guide, Contractors, agency and private duty aids (collectively “Policies”). Supplier acknowledges and agrees that SVI operates in the seniors industry, which is a vulnerable sector, and as such, Supplier and all Supplier Personnel shall at all times comply with all Policies. Should it or any Supplier Personnel see abuse in any manner, they must report same to the general manager of the SVI Premises immediately.  Under no circumstances shall Supplier or any Supplier Personnel take pictures or video in any SVI Premises and shall take all steps to preserve the privacy of SVI’s residents.

SVI Obligations. SVI will provide to Supplier any information available to SVI that Supplier reasonably needs from SVI to perform its obligations under the SOW. SVI will be responsible to perform any obligations specifically identified as SVI obligations in the SOW. Supplier will not be responsible for any error, omission, or damages caused by any inaccuracy in that information, subject to Supplier using reasonable due diligence in its use of that information. SVI will have its staff communicate with Supplier Personnel as necessary for the Services including as may be specified in the SOW.

Maintenance of Records. During the SOW Term and for a period of at least seven years after the date of the final payment under the SOW, Supplier will maintain complete and accurate records in connection with Services performed under the SOW as are necessary to demonstrate compliance with its obligations, including accounting records in accordance with generally accepted accounting principles applied on a consistent basis, to substantiate its charges thereunder Records relating to any matter in dispute will be retained by Supplier until the dispute is finally settled. Supplier will provide SVI access to such records for audit purposes during the SOW Term and for seven years after the date of the final payment under the SOW. Supplier will provide SVI access to such records.

Data Requests and Legal Holds. Supplier will cooperate with any document and record discovery requests (whether in connection with pending litigation or other investigations) made by SVI related to SVI Confidential Information, including SVI Data, on systems used to provide any Services including, by promptly carrying out, at SVI’s direction: the dissemination of preservation requests, making data available for search, imaging of systems, back up of electronic information, maintenance, retention and production of any such data, providing the chain of custody of data, and maintenance of detailed records of its efforts to preserve data, all as reasonably requested by SVI. SVI will reimburse Supplier for its reasonable costs incurred in providing such co-operation and assistance if such document and record discovery requests do not arise out a breach by a Supplier Entity or person for whom Supplier is responsible.

FEES AND PAYMENT

Fees Payable. As consideration for Supplier’s performance of the SOW, SVI will pay the fees specified in the SOW. Fees and rates for Services include the cost of their delivery and the delivery of the Documentation to SVI unless the SOW states otherwise. All fees are payable in Canadian Dollars.

Expenses.  For the purposes of any SOW, any expenses SVI is to reimburse Supplier must be either documented in the SOW or approved in advance by an authorized SVI representative in writing and must be reasonable and properly documented.

Invoices and Payment. Supplier will issue an invoice for all Services. Invoices will include the items required under the SOW and, to the extent applicable, in addition to the fees, each invoice will reference the SOW and include a listing of the following: (a) Service descriptions separately stated including the type, quantity, claim or policy number and line item charges; (b) applicable Sales Taxes and transportation and other costs; (c) discounts; (d) SVI contract number, and where provided by SVI, a purchase order and invoice number; and SVI will not be liable for, and Supplier is deemed to have waived, any fees or expenses invoiced by Supplier more than four months after Supplier was entitled to invoice them. Unless otherwise set out in the SOW, SVI will pay invoices within 30 days of receipt. Payment of fees may be subject to conditions, including acceptance testing, or as specified in the SOW. Invoices will be sent and paid electronically unless otherwise agreed with SVI.

Taxes. Supplier will invoice and SVI will pay all applicable Sales Taxes imposed on the Services. Supplier will be responsible for all Supplier Taxes. Where Sales Tax exemption applies SVI will provide Supplier satisfactory evidence of exemption in form reasonably acceptable to Supplier.  SVI may deduct from payments to non-residents any taxes or other amounts required to be withheld under applicable tax Laws and will remit the withheld amounts directly to the applicable taxing authority on or before their due date. Supplier will supply any required tax form as appropriate and all supporting documentation to reduce or eliminate withholding taxes. In any event, SVI will do all required information reporting as it deems appropriate based upon the nature of the transaction.  Supplier (or the applicable Supplier Entity) will reasonably cooperate with SVI in respect of any tax matters arising under this MSA or any SOW in connection with any tax audit, assessment, litigation or other proceeding involving tax matters under this MSA or any SOW, and will notify SVI and keep SVI reasonably apprised of any material tax matter arising from the Services provided under this MSA.

WARRANTIES

Mutual Warranties. SVI and Supplier each represents, warrants and covenants that: (a) it is duly organized and validly existing under applicable Law; (b) it has full capacity and authority and has all required rights, approvals, licenses, permits, registrations and consents necessary to execute, deliver and to perform its obligations and grant any licenses under the SOW; (c) the SOW is executed by its duly authorized representative; and (d) there are no actions, suits, proceedings or circumstances of which it is aware which might adversely affect its ability to perform its obligations.

Supplier Warranties. Supplier represents, warrants and covenants in respect of the SOW that:

Services will conform in all material respects at the time of their delivery with the Documentation and all other requirements specified in the SOW;

Supplier will provide the Services and otherwise discharge its obligations in a professional and workmanlike manner, using at least the same degree of care, skill, and supervision as would be exercised by a reasonable and prudent person experienced in performing similar services;

the Services will be performed by appropriately experienced, qualified, skilled and trained Supplier Personnel;

the Services and Documentation and any other Supplier intellectual property supplied or made available by Supplier, and their use as and to the extent permitted under the SOW, do not and will not infringe or misappropriate the intellectual property rights of any third party;

Supplier agrees to assign sufficient resources and qualified personnel as are reasonably required to perform the Services in accordance with the standards set forth herein.

Remedies.  If Supplier’s provision of any Services fails to conform to subsection 4.2, subject to any acceptance procedures or other exclusive remedies stated in the SOW, Supplier will, at SVI’s request, immediately make all necessary corrections to re-perform the Services at no additional cost to SVI. If Supplier is unable to satisfactorily re-perform the Services within a reasonable time or any time stated in the SOW, Supplier will refund any fees paid by SVI applicable to the Services.  The warranties set out in this MSA supersede any Supplier warranties unless and to the extent expressly provided in the SOW.

Authority and Compliance with Laws. Supplier is aware of the Laws applicable to it and its business and the performance of the Services, and of the requirements under them. In conducting its business and performing the Services, Supplier will comply with all applicable Laws, including all applicable Privacy Laws, federal and provincial directives and emergency orders, and professional licensing requirements. Supplier has in place and will maintain regulatory and compliance policies, procedures and controls for the provision of Services that satisfy all requirements under applicable Laws.

CONFIDENTIALITY OBLIGATIONS

Confidentiality Definitions.

“Confidential Information” means,

for SVI, (i) software SVI provides to Supplier or to which SVI gives Supplier access; (ii) information, including SVI Personal Information, about SVI or any SVI Affiliate, that Supplier receives, creates, processes, discovers, or stores in providing Services or otherwise, including information about its business, processes, the technology that it uses, its third party suppliers, contractors, and customers; (iii) Services Deliverables belonging to SVI under the SOW; (iv) any SVI Data; (v) information identified in writing or orally as confidential or proprietary or other similar manner.

for Supplier, except for any Confidential Information of SVI, (i) Software and Pre-Existing Materials; (ii) financial information of Supplier disclosed to SVI; and (iii) information marked confidential or proprietary or other similar manner.

Confidential Information of a party does not include information (other than information about identifiable individuals) that is (i) lawfully in the public domain, (ii) previously known to or in the possession of the receiving party free from any obligation to keep it confidential, (iii) independently developed by the receiving party without any access to or use of Confidential Information of the disclosing party, (iv) rightfully obtained by the receiving party from a third party lawfully in possession of the information and who is not bound by confidentiality obligations to the disclosing party.

Use and Retention. Each party will use Confidential Information of the other party solely for the purpose for which it was provided and retain it for the time period required for that purpose or as agreed to between the parties.  In the event of any threatened or actual breach by a party of its obligations of confidentiality concerning the Confidential Information of the other party, each party acknowledges that the non-breaching party is likely to suffer irreparable harm for which monetary damages will not be sufficient. Supplier will at all times ensure that SVI will have the ability to access all SVI Data in the custody and control of Supplier and will not withhold access to SVI Data for any reason, including following expiration or termination or any Supplier insolvency or similar event.

Authorized Disclosure. Each party will hold in confidence Confidential Information of the other party and may only disclose Confidential Information of the other party: (a) with the prior written consent of that other party; (b) to the extent it is legally compelled to do so (subject to subsection 6.4); and (c) to its directors, officers, employees, independent contractors, professional advisers (including internal and external auditors) and governmental and regulatory authorities, in each case to the extent they have a need to know, are informed of the confidential nature of the information, and agree (for a third party through a written agreement) or are otherwise bound to act in accordance with the obligations set out in this section 6.

Compelled Disclosure. A party may disclose Confidential Information of the other party to comply with legal or regulatory requirements on the condition that, if not legally prohibited: (a) it first notifies the other of the requirements; (b) it gives the other a copy of the requirements and of the Confidential Information to be disclosed; (c) it discloses only the Confidential Information it is required to disclose; and (d) the other does not get a protective order, injunction, or other appropriate remedy preventing the disclosure.

Information and Physical Security.

Policies and Procedures.  Supplier will establish, maintain and assess compliance with written policies and procedures, and maintain systems, as necessary to: (i) ensure the confidentiality and security of SVI Confidential Information including by limiting, tracking and monitoring access to SVI Confidential Information by Supplier Personnel and preventing and detecting a Security Breach; (ii) protect SVI Confidential Information against loss, destruction, unintended alteration, or any anticipated threats to security or integrity; (iii) prevent and detect unauthorized access by third parties to its computer software, systems, programs and files, including through network penetration testing by an external vendor; and (iv) otherwise prevent and protect against unauthorized access to or use of SVI Confidential Information in its possession or transmitted to or from its computers or systems; and (v) otherwise comply with the obligations set out in this article 5, and any other obligations agreed on with SVI.

Protection and Encryption. Each party will: (i) protect the Confidential Information of the other with at least the same degree of care as it uses in protecting its own confidential information (but in any event, no less than a reasonable standard of care appropriate to the financial services industry); (ii) in protecting Confidential Information and physical assets, take reasonable precautions, including authentication, access control, up-to-date security patches, firewalls, malware protection, anti-virus protection and scanning; and (iii) use encryption methods suitable for the storage and transmission technology used for the Confidential Information.

Back-up and Disaster Recovery. In performing the Services and operating the Services delivery technology, Supplier will adopt and maintain back up and disaster recovery practices and take measures to prevent loss of or damage to data in accordance with standards prevailing generally among suppliers providing comparable services to the financial services industry. Supplier will comply with any additional specific back-up practices or measures for data security agreed on with SVI, including as required by the terms of any Schedule.

Location and Segregation of SVI Information. Supplier will keep all SVI Confidential Information at the locations stated in the SOW or otherwise agreed on with SVI.  Supplier will give SVI at least 30 days’ notice before it moves any of the SVI Confidential Information to any other address. Supplier may not move any SVI Confidential Information outside the country it is located in without SVI approval. Supplier will keep SVI Confidential Information segregated, physically or logically, from the information of any other third party. Supplier will follow any procedures agreed on with SVI for the segregation of data, or if none are specified by SVI, reasonable procedures.

Security Incident Breach Report. In the event of a Security Breach, Supplier will: (i) notify SVI immediately (and in any event within 24 hours) by telephone and in writing at the address provided for such purpose in the SOW or otherwise designated by SVI in writing, including a description of the incident (an “Incident Report”); (ii) assist SVI in the management of any consequences arising from it; (iii) take any reasonable steps necessary to mitigate any harm resulting from it; (iv) take appropriate steps to prevent its recurrence and notify SVI of those steps; and (v) notify SVI in advance of making, and provide SVI with a copy of, any media release regarding the Technology or Security Incident. Upon receipt of the Incident Report, SVI may request, and Supplier will provide within 24 hours, such additional information as is available to Supplier (and persons Supplier engages in relation to the investigation of the Technology or Security Incident) concerning the Technology or Security Incident, including as is reasonably required by SVI to satisfy its regulatory reporting requirements (“Incident Reporting Information”). If any Incident Reporting Information is not available when requested, Supplier will so indicate and will provide best known estimates and all other details available at the time. Supplier will provide regular updates to SVI until all Incident Reporting Information has been provided or the Technology or Security Incident is contained or resolved. Nothing in this subsection 7.5(e) limits any other obligation in the SOW, a service level agreement, or other agreement of the parties, for Supplier to notify SVI and take other action in connection with an incident impacting SVI Confidential Information or the provision of Services, including as specified in Schedule I (Security) if applicable to the SOW.

SVI Personal Information. For any SVI Personal Information provided to Supplier or accessed, collected or stored by Supplier, Supplier shall (i) collect, use and maintain SVI Personal Information accurately and solely on behalf of SVI for the purposes of and in accordance with the terms of this Agreement; and (ii) maintain SVI Personal Information only for so long as it is required to fulfill the purposes for which it was collected, or as may be required by Law, whichever is longer; and (iii) otherwise comply with all applicable Laws, including Privacy Laws.

Return or Destruction of Confidential Information. On the ending of the SOW or otherwise at the other party’s written request, a party will return immediately or, as the other party may direct, destroy all copies of the other party’s Confidential Information it then has and certify that it has taken pending this step, except: (a) copies required by Law or internal policies implementing such Law; and (b) where the party is SVI, Software and Services Deliverables belonging to Supplier that SVI is entitled to retain under the SOW. In destroying Confidential Information, including in electronic devices or media (such as hard drives, USB mass storage, tape, optical storage CD, DVD, etc.), the parties will use a secure and reliable process so that following destruction, the Confidential Information is not recoverable and the electronic device or media cannot be read by any commercially available tool. If requested by the disclosing party, the receiving party will produce a written certification of destruction from a reputable external vendor certifying secure destruction of the Confidential Information. Any Confidential Information not returned or destroyed will remain subject to the confidentiality requirements and terms of this MSA.

Use of SVI Name/Marks. Supplier may not use the SVI name or any SVI Mark in any advertisement, press release, promotional material, customer list, on its web site or in any other public message without first getting SVI’s consent, which SVI may withhold at its discretion.

Communication with Regulators. Supplier may not communicate with any Authority about the subject matter of the SOW or any matter involving SVI without SVI approval unless and to the extent required by Law. If either SVI or Supplier is required under applicable Law or by an Authority to disclose or file a copy of the MSA (or the SOW) with an Authority, the parties will (to the extent not prevented by applicable Law or relevant Authority) reasonably cooperate to seek confidential treatment for matters deemed proprietary, competitively sensitive or otherwise confidential by either party. If an authority requires Supplier to keep a matter concerning SVI confidential, Supplier will comply with that requirement.

Audit. Supplier will regularly conduct formal audits of its compliance with this section 6 and with its internal policies and procedures to ensure appropriate handling and protection of SVI Confidential Information. SVI may, as part of any audit it conducts of Supplier, inspect reports from those audits.  Additionally, during or after the term of any SOW where the Supplier holds or maintains SVI Data, SVI may, in its sole discretion, use an “external threat intelligence tool” (“ETIT”)  to assess and monitor the security profile of Supplier as it relates to SVI Data.  Where security issues are identified by the ETIT, SVI will notify Supplier of same and the Supplier will promptly provide to SVI a remediation action plan(s) to address the issues in a reasonable manner and timeframe.  Upon Supplier’s request, SVI will grant Supplier access to the “ETIT”, to permit Supplier to view and monitor its security profile and other information supplied that is directly related to Supplier.

RISK MANAGEMENT

Audit Rights. SVI may, from time to time, on request, as is reasonable (or at any time in the case of a Security Breach), inspect any Services Deliverables while they are being developed by Supplier. For Services involving performance of ongoing activities for SVI or ongoing contact with or processing and storage of SVI Confidential Information, and any other Services designated in the SOW, SVI may on request as is reasonable have access to any Supplier location used for the Services to conduct an audit of the Services. As part of this audit SVI may inspect: (a) information used for the calculation of charges invoiced to SVI; (b) Supplier’s processes for the Services (including processes for hiring and training Supplier Personnel, information and physical security, protection and handling of SVI Confidential Information, business resumption planning, and performance monitoring); (c) work in progress under the Services; (d) SVI property, including SVI Confidential Information in Supplier’s custody; and (e) an audit trail or other evidence showing that all persons who access SVI Confidential Information have the proper authority to do so. SVI may decide on the format and frequency of audits as is reasonable. SVI will pay for any costs SVI incurs in conducting audits. In having access to Supplier’s premises, SVI will cause as little disruption as possible and will comply with its obligations for Confidential Information under the SOW. Supplier will give SVI any assistance SVI may reasonably need during any audit at no extra charge. SVI may exercise its auditing rights directly or through third party auditors or professional consultants. An Authority may exercise SVI’s auditing rights in addition to SVI.

7.2	Access to Supplier Financial Information. If Supplier is a private Company, Supplier will make available to SVI on request: (a) audited or unaudited financial information about the Supplier prepared by the Supplier's external auditors; and (b) any information reasonably necessary for SVI to be able to verify the continuing financial stability and business viability of Supplier and of any entity having an ownership interest in Supplier. Supplier will cause its external auditors to be available to SVI to answer questions SVI may have from time to time about the information referred to in this section 8. If Supplier is a public Company Supplier will make available to SVI on request: (a) publicly available financial information about the Supplier; and (b) any information reasonably necessary for SVI to be able to verify the continuing financial stability and business viability of Supplier and of any entity having an ownership interest in Supplier. Supplier will make available to SVI appropriate Supplier executives to answer questions SVI may have from time to time about the information referred to in this section 8.

LIABILITY

Indemnity. Supplier will, at its sole expense, defend the SVI Indemnitees against any claim, suit or proceeding by any third party to the extent arising out of: (a) any breach of the SOW by Supplier, Supplier Personnel or Supplier subcontractors; (b) bodily injury or death of any person or damage to real or tangible personal property incurred in the performance of the SOW; or (c) the fraud, negligence, wilful misconduct or unlawful act of Supplier, Supplier Personnel or Supplier subcontractors. Supplier will indemnify SVI against all costs, damages, losses and other liabilities (including reasonable legal fees) suffered or incurred or awarded against any of the SVI Indemnitees that result, arise from or are related to any such third-party claim.

Obligation and Procedures. will promptly notify in writing of any claim for which it seeks indemnification and give available information, reasonable assistance (at expense), and sole authority to defend the claim, but (a) failure or delay to give prompt notice will not affect indemnification obligations except to the extent that any failure or delay actually prejudices ; and (b) will not settle any claim without approval. If fails to undertake to defend the claim within 20 Business Days after receipt of notice of the claim, or at any time abandons or fails to pursue such defense in a reasonably diligent manner within a reasonable time, then (upon further written notice to ) will have the right to directly undertake the defense, compromise or settlement of such claim by counsel or other representatives of its own choosing and be fully indemnified by for all costs and expenses incurred by .

Insurance. Supplier shall, at its own cost and expense, obtain and maintain in full force and effect, with insurers rated at least “A minus” VIII by AM Best, insurance to cover Supplier’s obligations as may be reasonably required by SVI. The requirement to maintain insurance is not to be construed in any way as a limitation on Supplier’s liability under the SOW. Upon request, Supplier shall provide SVI with a certificate of insurance evidencing such insurance, which shall include the following coverages and amounts:

Commercial General Liability. Including products, completed operations liability and personal injury, contractual liability and broad form property damage liability coverage for damages to any property with a minimum combined single limit of $5,000,000 per occurrence for bodily injury, death, property damage and personal injury.

Workers’ Compensation Coverage.  In full compliance with the laws of the jurisdiction in which the Services are to be offered.

Professional Liability.  Covering the liability for financial loss due to any negligent act, error, or omission related to any professional services performed in connection with this Agreement or any Work Order, in a minimum amount of $5,000,000.

All insurance policies shall be endorsed to provide SVI with 30 days’ notice in the event of material change or cancellation of the policies.  If Supplier cannot demonstrate that it has the required insurance policies in place, SVI will be entitled to put in place equivalent policies and Supplier will be liable for all external costs and expenses incurred by SVI in doing so

ENDING OF AGREEMENT

SVI’s Right to End Agreement. SVI may terminate the SOW on written notice to Supplier if:

Supplier materially breaches the SOW and for breaches capable of being remedied, does not remedy the breach within 30 days after it is notified of the breach;

Supplier (i) becomes subject to the insolvency or bankruptcy laws of any jurisdiction in which it carries on business; (ii) fails or declares its inability to pay amounts owed when they become due; (iii) winds up or passes a resolution to wind up or otherwise ceases to carry on its ordinary business, voluntarily or otherwise; (iv) causes the appointment of a receiver or custodian to take possession of its assets; (v) arranges with its creditors or applies to an administrator or court of competent jurisdiction for protection from its creditors; or (vi) becomes, or SVI has reasonable grounds for believing that Supplier may imminently become, for any reason, incapable of continuing to perform its obligations under the SOW;

Supplier repeatedly breaches non-material duties or obligations under this MSA or a SOW (including service levels or other agreed standards of performance), the cumulative effect of which is material to SVI’s use or enjoyment of the Services or its business operations,

Ending Agreement for Convenience.  may end the SOW (on whole or in part) for convenience by giving not less than 60 days’ prior written notice (or such other period of advance notice specified in the SOW).  If that happens, SVI will be obliged to pay Supplier at the agreed fees and rates for all Services performed up to the effective end date, subject to a refund of any unearned, prepaid fees, but will not be liable for any other fees, charges or penalties for ending the SOW.

Transition.  Prior to the expected expiration or termination of an SOW by either Party for any reason, including as a result of the default of a Party, Supplier agrees to provide SVI with the reasonable assistance requested by SVI including, at a minimum, converting data and providing parallel Services until SVI has transitioned to a new Supplier, providing on-site technical support, cooperating with SVI or its designated suppliers in developing required interfaces, and such other assistance as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the Services to SVI or its new provider of Services. The Parties agree that assistance Services may extend beyond the Term as reasonably required by SVI.

Supplier’s Right to End Agreement. Supplier may terminate the SOW on no less than 60 days’ prior written notice to SVI if SVI (i) breaches in a material respect its obligation to pay any undisputed fees under the SOW; or (ii) breaches in a material respect its obligations under section 6 (Confidentiality Obligations) provided, however that in either case any such termination will not be effective if SVI has cured such breach prior to the expiration of such 60-day notice period.  Supplier may also terminate the SOW in any specific circumstances that may be expressly specified in a SOW as a Supplier termination right, and subject to any terms and conditions specified.

GENERAL

Notices.  All formal notices and communications relating to the SOW will be in writing and will be effective when delivered: (a) personally, (b) by overnight delivery service, (c) by first class prepaid mail with return receipt requested, or (d) electronic mail to (i) in the case of Supplier, the address for the Supplier Lead Party as set forth on the first page of the SOW to the attention of the specified person and (ii) in the case of SVI, the address for the SVI as set forth on the first page of the SOW to the attention of the specified person.

Approvals, Consents and Agreements.  Unless otherwise stated, a party may not unreasonably delay or withhold any approval or consent to be given to the other. Approvals and consents by a party will be considered given only if given in advance and in writing by an authorized officer of the party. Matters to be agreed on by the parties must be agreed in writing.

No Waiver. At no time will any failure or delay on the part of any party in exercising any right or remedy provided in the SOW operate as a waiver thereof, nor will any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy provided herein or available at Law or in equity. All waivers will be in writing and signed by the waiving party.

Force Majeure. A “Force Majeure Event” means: (a) fire, flood or other events of natural disaster, (b) casualty, (c) riots or terrorism, (d) governmental acts or orders; (e) such other event of similar nature that is beyond the reasonable control of the obligated party and without its fault or negligence.

Neither party is responsible for failure to perform any obligation under this MSA or the SOW caused by a Force Majeure Event, on the condition that it did not contribute in any way to such event; could not have avoided such failure; had taken all reasonable steps to prevent and avoid the Force Majeure Event; and uses reasonable efforts to attempt to perform that obligation all the same. Any date for performance of that obligation will be extended by the time of the delay. If the failure continues for more than 30 days and the obligation that is not being performed is material, the party whose performance is not affected may end the SOW immediately on notice to the other.

Payment for Unperformed Services. If a Force Majeure Event results in suspension of all or any part of any Services for greater than one Business Day, SVI will not be liable to pay for that part of the suspended Services. If the SOW does not specify a separate charge for the relevant part of the Services, the parties will agree the reduced amount of the charges.

Independent Parties. The relationship between SVI and Supplier is that of independent contractors. Supplier is not in any sense a partner, joint venturer, agent or employee of SVI.  Except to the extent set out in the SOW, neither SVI nor Supplier will have the power to bind the other or incur obligations on the other’s behalf without the other’s approval.

Subcontracting. Supplier may not subcontract the Services or the performance of any of its obligations without SVI’s approval. If such approval is granted Supplier will: (a) provide to SVI and keep up-to-date as necessary any information about subcontractors SVI may reasonably require; (b) ensure subcontractors carry out their obligations in accordance with the SOW; (c) conduct reasonable due diligence on the subcontractor (including an assessment of its financial condition); (d) regularly monitor the performance of subcontractors and take prompt corrective action to remedy failures of performance; and (e) remain at all times liable under the SOW for the subcontracted Services and for any acts or omissions of its subcontractors.

Entire Agreement and Amendment.

When executed by SVI and Supplier, the SOW will constitute the entire agreement between the Parties, superseding: (i) all previous agreements, promises, proposals, representations, understandings and negotiations, whether written or oral; and (ii) all terms of service or use, click-wrap or click-through agreement terms, or any other additional or different terms and conditions included in any Services.

No modification or amendment of, or supplement to, the SOW, or any provisions thereof, will be binding upon the parties unless made in writing and signed by duly authorized representatives of both parties.

Enurement and Assignment.

The SOW is binding on and accrues to the benefit of the parties, their successors, and their permitted assigns. Neither Party may assign the SOW (whether by operation of Law or otherwise) without the other party’s prior written consent. Any purported assignment in breach of this subsection 10.8 will be void.

Notwithstanding the foregoing, SVI may assign the SOW, and all rights and obligations of SVI thereunder may be novated, assigned, transferred (in whole or in part) by SVI upon written notice to Supplier to: (i) any SVI Affiliate; (ii) in the case of any merger or sale of its stock or assets, to the successor in a merger of SVI or to any entity that acquires all or a substantial portion of its stock or assets; or (iii) to any SVI Contractor contracted by SVI to perform data processing, facilities management or other outsourced services on SVI’s behalf.

Governing Law.  Unless stated otherwise in the SOW, this Agreement will be exclusively governed by the laws of the Province of Ontario and any claim or action brought by one of the parties in connection with this Agreement will be brought in the appropriate court in the Province of Ontario, and the parties irrevocably consent to the jurisdiction of such courts.

Survival.  Any terms and conditions of the MSA and the SOW which are expressly stated to survive or which by their nature extend beyond the end of the SOW or which are required to survive in order to give effect to any surviving terms and conditions, will survive and remain in effect after the end of the SOW and which include the parties' rights and obligations under sections 4 (Warranties), 5 (Ownership Rights), 6 (Confidentiality Obligations), 7 (Risk Management), 8 (Liability) and 10 (General) and subsection 2.6 (Maintenance of Records), and paragraphs 2.3 (a) (Legal Right to Work) and (c) (Responsibility for Personnel) of this MSA.

Non-Solicitation.  During the Term of this Agreement, and for a period of twelve (12) months after the expiry or termination thereof, agrees not to solicit for hire or employment, directly or indirectly, any person that is an officer or employee of without its prior written consent.

Counterparts, Execution and Delivery. SOWs, this MSA and other documents issued in connection therewith between SVI and Supplier, may be signed electronically and in any number of counterparts, all of which taken together will constitute one single document. The electronic exchange of signed copies (including PDF copies or other legible image files) of agreements will be (among other methods of delivery) sufficient to bind the parties.

DISPUTE RESOLUTION

Arbitration. In the event of a dispute arising under this Agreement or an SOW (hereinafter “Claim”) SVI may, upon Notice to the Supplier, submit the Claim to binding arbitration in accordance with the Arbitration Act, 1991 (Ontario).  Any such arbitration shall be conducted by a single arbitrator in the City of Kitchener, Ontario, in accordance with the provisions noted below, and the language of the arbitration will be English.  Unless otherwise agreed to by the Parties, the arbitration shall be administered by the ADR Institute of Canada in accordance with its “Arbitration Rules” (hereinafter, the “Rules”), except as such Rules are modified by this Article 12. If there is a conflict between the Rules (as modified by this Article 124) and the provisions of the Arbitration Act, 1991 (Ontario), the Rules shall prevail, except to the extent that they conflict with any provision in such Act that cannot be varied or excluded by agreement.   If the matter is submitted by SVI to arbitration in accordance with this section, any such arbitration  shall be the exclusive forum for resolution of the Claim in question. The arbitration award shall be final and binding on the Parties and shall not be subject to appeal.

Equitable Relief. SVI and Supplier are free at any time, for any dispute, regardless whether the parties are following at that time dispute resolution procedures, to seek injunctive relief, specific performance, or any other equitable relief.

No Suspension of Obligations. Neither party may suspend the performance of its obligations under the SOW for any reason (unless otherwise agreed in writing), including in the event of a dispute or while remedying any breach capable of being remedied that may give rise to a right of termination. Notwithstanding the previous sentence, SVI may, acting reasonably, withhold payment of any disputed amount on any invoice until the dispute over that amount has been settled. SVI may withhold payment only of the disputed amount, and not of any other amount, and only for so long as the dispute exists. SVI will also have the right, but not the obligation, to set off and deduct from any amount payable to Supplier any amounts owing by Supplier to SVI pursuant to the SOW. The failure by SVI to set-off or deduct any amount from an invoiced payment will not constitute a waiver of SVI’s right to set-off, deduct or collect such amounts.

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IN WITNESS WHEREOF, SVI and Supplier have each caused this MSA to be signed and delivered by their duly authorised representatives as of the Effective Date.

SCHEDULE B

ADDITIONAL PROVISIONS

Definitions

“Affiliate” means with respect to any entity, any other entity Controlled by, Controlling, or under common Control with, such entity.

“Authority” means any court, stock exchange authority, taxing authority, regulatory, arbitral, governmental (including national, state, provincial and local governmental authorities), law enforcement, supranational or administrative agency, institution or body.

“Business Day” means Monday through Friday, except when any such day occurs on a day on which banks are closed for business.

“Control” (and its variations) means: (a) the legal, financial or equitable ownership or control, directly or indirectly, of 50% or more of the capital stock (or other ownership interest, if not a corporation) of such entity ordinarily having voting rights (for greater certainty, de jure control); or (b) effective control, including ownership or control of voting rights ordinarily exercisable and sufficient to elect, in the case of a corporation, a majority of the directors of the corporation or to appoint a manager with authority to manage the business and affairs of such entity (for greater certainty, de facto control); or (c) in the case of a limited partnership, if (a) or (b) applies in respect of the general partner thereof.

“Documentation” means any user documentation, published specifications, or agreed on custom specifications for the Services.

“Equipment” means any equipment SVI acquires under the SOW, and includes any replacement parts or components supplied by Supplier as part of its warranty or support obligations or otherwise purchased by SVI.

“Independent Contractor” means any individual who is not an employee of Supplier, who provides services to Supplier under a contract for services and who provides those services in a manner similar in all material respects to the employees of Supplier.

“Laws” means any laws, rules, regulations, guidelines and other legally binding measures issued, administered or enforced by any Authority, as they may be amended from time to time.

“Privacy Laws” means all Laws governing personal information, and including the Personal Information Protection and Electronic Documents Act (Canada);.

“SVI Contractor” means any third party engaged by SVI to provide services to SVI.

“SVI Data” means the data (irrespective of form and including text, sound and images) provided by, or collected by Supplier for, SVI or any SVI Affiliate, as part of or in connection with the performance of the SOW and the provision of any Services, and the results of processing that data through the Services.  SVI Data may include SVI Personal Information.

“SVI Indemnitees” means all SVI and their respective officers, directors, employees, contractors, agents, representatives, successors and assigns.

“SVI Marks” means all trademarks, trade names, logos, slogans, service marks, symbols, and names of SVI and SVI Affiliates, whether registered or not.

“SVI Personal Information” means any information, including financial information, relating to an identified or identifiable living natural person, including any such information concerning (or that could be used to identify, contact or locate) an SVI Entity employee, independent contractor or customer.

“Sales Taxes” means any and all present or future, sales, use, excise, value-added, goods and services, and other similar taxes that are imposed on SVI under applicable Law and assessed against SVI or Supplier on the provision of the Services as a whole, or on the fees, excluding all Supplier Taxes.

“Security Breach” means any actual or suspected violation of the security or confidentiality of SVI Confidential Information, including any unauthorized use, access, disclosure, or loss of or any inability to account for such information.

“Services” means the services SVI acquires from Supplier under the SOW and will include all services, functions and responsibilities not expressly specified in the SOW but that are incidental to, or reasonably and necessarily required for, or related to, the proper performance and provision of the applicable Services.

“Services Deliverables” means any work product or deliverable created, conceived or reduced to practice in any connection with the Services performed under the SOW, including any software, report, technology, inventions, data, specifications, documents, diagrams, and any other item or materials.

“Software” means any software product Supplier licenses to SVI or for which Supplier provides access to SVI, or through which Supplier provides SVI a service, under the SOW.

“Supplier Personnel” means any personnel assigned by Supplier or by any subcontractor of Supplier to perform any part of the Services, including employees and Independent Contractors of Supplier.

“Supplier Taxes” means all taxes based on Supplier’s income, capital, gross receipts, Supplier personnel, subcontractors (if any) and Supplier’s corporate franchise taxes, branch profits tax, and the like, and all applicable transfer, sales, use, excise, service, value added, goods and services or registration taxes or other similar taxes, fees, duties or imposts, based upon or measured by Supplier’s cost in importing, acquiring or providing equipment, materials, supplies or services furnished or used by Supplier, including all such taxes of any third party charged to Supplier, Supplier Personnel and subcontractors.

1	COVENANTS AND GENERAL PROVISIONS

For the purpose hereof, “Caregivers” shall be those Supplier Personnel providing the Services, including Personal Support Workers, Personal Care Assistants, Personal Care Aides w/medical certifications, Registered Practical Nurses, Registered Nurses, and “Services” includes those nursing and other duties as SVI shall require and shall include the services being provided by Supplier as set out in section 1.2

Supplier hereby covenants and agrees to recruit, screen, interview and assign Caregivers to SVI to perform the Services at SVI Premises all on terms and conditions set out in an applicable SOW and this MSA.  Supplier is solely responsible for the acts and omissions of Supplier Personnel. All Supplier Personnel will be and will remain Supplier’s employees or agents, and under no circumstances will SVI be considered or construed to have an employment relationship with any Supplier Personnel, nor are such personnel to be considered employees of SVI. Supplier assumes full responsibility for the actions of all Supplier Personnel and will be solely responsible for their supervision, daily direction and control, discipline, scheduling, payment of salary and benefits (including withholding and payment of all applicable income taxes and other taxes and unemployment insurance, worker's compensation, disability benefits and the like).

Supplier agrees their employees are not employees of SVI, and are not entitled to any of the rights or privileges which may accrue to SVI’s employees, including without limitation in respect of wages, salary, vacation, vacation pay, severance or termination pay, notice or pay in lieu of notice, disability benefits, insurance, pensions, retirement plans, or any other benefits offered or provided by SVI to its employees.  Supplier shall also ensure all Caregivers are aware of and bound by all Policies of SVI and are bound by obligations of confidentiality that are no less onerous than those contained herein.

Supplier hereby represents, warrants and covenants that all Caregivers. Applicable certification and other required documents must be sent to village generic document email address optimally before first shift commences:

are certified Personal Support Caregivers or equivalent, Registered Practical Nurses or Registered Nurse in good standing with the College of Nurses of Ontario (“CNO”), and have current and valid professional licenses certificates and/or diplomas, in good standing as applicable;

have current CPR certificate (RPN & RN) and every 3 years

are insured and covered by Professional Liability Insurance and are covered by Workers’ Safety and Insurance Board Insurance;

are able to fulfill the demands of the job description for a particular booking;

shall arrive on time for the commencement of an assigned Shift, report directly to the SVI assigned unit for reporting and sign-in according to SVI policy;

shall adhere to proper dress code policy (no jeans or street clothes) and shall wear Supplier’s photo Identification where it is visible at all times while on Shift duty with SVI;

will leave all personal items in their personal vehicle or utilizing a locker provided by SVI;

shall be responsible for providing a full detailed report and completion of any subsequent paperwork prior to the end of the shift, of any significant incident experienced/witnessed;

shall take their respective lunch/breaks as indicated by schedule or team lead;

shall understand basic infection controls and proper lifting techniques;

shall have experience working with clients who have various degenerative conditions such as dementia, Parkinson’s disease, etc.;

shall have verifiable Long-Term Care (“LTC”) and Retirement Home (“RH”) training and will understand the reporting obligations around abuse and confidentiality as it relates to MOH or RHA regulations;

will have a valid Police Record Check with Vulnerable Sector screen;

will have up to date standard first aid and CPR training;

are trained in best-practice usage of personal protective equipment and infection prevention control procedures;

will have up to date immunization records as per the Ontario Ministry of Health requirements including two step tuberculosis(“TB”) testing and have up-to-date flu shots; and

will read orientation brochure supplied by SVI and sign same giving a copy to both Supplier and SVI.

MOH Mandatories.  Supplier shall ensure that all MOH Mandatories as determined by SVI shall be completed by Supplier before the Caregiver attends SVI Premises. Supplier shall provide a list of all Caregivers that have completed same to the villages they are serving.  This shall be completed at the expense of the Supplier.

Proof of Mandatory Training completion *annually (we ask that you create a document if you do not already have one that shows TM completion). Please see attached an example of one that we received from an agency.

Recognition of abuse (incl. types of abuse)

Mandatory reporting

Whistle blowing protections

Handling complaints as indicated by village

WHMIS/ Health & Safety

Fire prevention and safety generalize training

IPAC – chain of infection, hand hygiene, PPE, cleaning

Safe transferring and positioning

Minimization of restraints/ PASD (incl. application & risk)

Mental health issues including caring for persons with dementia

Behaviour management

Palliative care

Falls prevention and management

Skin and wound care

Continence care and bowel management

Pain management – recognition of pain and non-specific signs of pain

Medication management (RN/RPN)

Please note required orientation as per legislation

Bill of Rights  - found in Resource Guide

LTC mission statement – found in Resource Guide

Policy to promote zero tolerance of abuse and neglect of residents – found in Resource Guide

Mandatory Reporting – to be provided by agency

Whistle blowing protection – Resource Guide

LTC home’s policy to minimize restraining of residents – found in Resource Guide

Fire prevention & safety  found in Resource Guide

Emergency and evacuation procedures –  found in Resource Guide

IPAC – found in Resource manual

Licensee’s written procedure for handling complaints – as provided by village

Safe & correct use of equipment – village will provide as applicable

IPAC to include

Hand hygiene

Modes of transmission

Signs and symptoms

Respiratory etiquette

What to do if experiencing symptoms

Cleaning & disinfection practices

Use of PPE

Handling & disposing of biological and clinical waste

Additional training – direct care staff

Abuse recognition & prevention (agency training & identified in resource manual)

Mental health issues, including caring for persons with dementia - Agency training

Behaviour management  - agency training

How to minimize restraining (agency training

Palliative care (agency training

Falls prevention & management agency training

Skin & wound (agency training

Continence care & bowel management (agency training)

Pain management (agency training)

Applying physical devices – restraints & pasds (for those who do) and potential dangers (agency training & resource manual)

Orientation Supplement Guide Resource (Village Specific sections).  Supplier shall provide to each Caregiver the Schlegel Supplier Contractors Resource Guide and shall review same with all Caregivers prior to start of first shift.  SVI team member will train specific requirements applicable to a village with a Caregiver as outlined in the Internal Orientation document. Optimally this will happen prior to or during first shift. Max 4 hours.  The costs for Orientation time for SV General Orientation Booklet review to be covered by Supplier and the Costs for Orientation to Village Specific Parameters to be covered by Supplier (up to 4 hours max).

Supplier shall ensure that wherever possible, Supplier will provide the same orientated/trained Caregivers that are familiar with SVI facilities.	Supplier personnel shall not take the position of primary charge nurse unless specified at time of Booking, in which case Supplier shall ensure the Caregiver will be properly oriented to carry out duties of charge nurse.

The Supplier shall ensure that all Caregiver personnel files shall contain the following, namely (i) Professional credentials and certifications; (ii) Police Record Check with Vulnerable Sector Screen; (iii) Medical Clearance i.e. TB tests, Flu shots; (iv) Minimum of two references; and (v) Current CPR Certificate.  Supplier shall forward to SVI the CNO, and/or PSW Certificate and Vulnerable Sector Screening of the individual Caregiver members prior to an orientation shift.

The Parties agree to the following provisions:

All changes in SVI assignments, all additional booking and/or cancellations must be advised directly to Supplier. Caregiver provided by Supplier to SVI must not be used as intermediaries. Supplier will provide a written confirmation to SVI of Caregivers that will be providing services to SVI in advance of the start of a shift;

SVI will be available for meetings when deemed necessary with Supplier for a review of Health Care services provided.

In the event that Supplier receives a four (4) hour notice and accepts a shift from SVI and the confirmed Caregiver cancels, the Supplier shall make alternative arrangements to replace such Caregiver for such Shift forthwith, to the extent possible  or if  unable to find a replacement, then Supplier will absorb any overtime cost incurred by SVI for that shift only.

In the event any Caregiver does not report for duty at scheduled time, SVI shall notify Supplier immediately & Supplier shall make alternative arrangements to replace staff and the provisions of section 1.9(c) shall apply.

SVI may cancel a request for services with a minimum of four (4) hours’ prior to a scheduled shift for preschedules. Should SVI cancel a shift and give less than four (4) hours’ notice and the Caregiver reports for duty, the Caregiver will be sent home and SVI will be invoiced for a maximum of four (4) hours at the prevailing rate. Exception is for situations out of SVI control such as in the event of hospitalization or medical emergency of the resident unless staff is not enroute then no charge.

SVI has the right to reject and/or refuse the services of any specific Caregiver member referred or sent to SVI by Supplier. SVI may exercise this right at any time, whether before, during or after the Supplier staff’s first day of work in an SVI Premises.  SVI has the right to identify to Supplier any particular Caregiver who will not be permitted to work at any facility.  Supplier will not refer or send to SVI (or to certain SVI Premises, as the case may be) any Caregiver members so identified by SVI except with the prior express written consent of SVI.  Wherever possible, Supplier will provide familiar Caregiver members who are orientated to and received SVI training

Caregiver members are not restricted from operating any machinery which is necessary to their scope of practice within their shift.  All types of machinery operation are included in the preliminary orientation and the scope of practice prior to a scheduled shift;

Supplier understands that an untrained/unlicensed (caregiver/PSW) based on their scope of care cannot administer any medication.

Each Caregiver is restricted from taking residents away from the SVI Premises unless approved by Director of Nursing Care (or designate) or unless it is part of the scope of the role (ie escort).

SVI shall pay for a full shift of a late booking if the Caregiver arrives within an hour after the booking start time

Supplier agrees to use/participate in  on-line shift fulfilment platform of SV’s choice for all agency shift requests should this system be implemented by SV

SVI agrees to the following provisions:

Provide orientation as set out above;

SVI will provide reasonable supervision of the Caregivers while at its premises at the Villages.

SVI will provide the Caregivers with a safe work site and provide reasonable information,  proper use of safety equipment with respect to any hazardous substances or conditions to which they may be exposed at the premises of SVI.  SVI will advise the Service Provider immediately of any known outbreaks at any facility in which the Supplier is providing Services.  SVI will not change the Caregiver’s duties without express prior written approval from Supplier

Supplier shall provide SVI with certificate of coverage with the Workers’ Safety Insurance Board annually.

SCHEDULE C

(Any changed notes in this schedule will supersede wording in other schedules & SOW)

SCHLEGEL VILLAGES INC. | SCHLEGEL VILLAGES INC.

Per: | Per: | Per:

Name: | Name: | Name:

Title: | Title: | Title:

I have authority to bind SVI | I have authority to bind SVI | I have authority to bind SVI | I have authority to bind Supplier | I have authority to bind Supplier | I have authority to bind Supplier | I have authority to bind Supplier