2024-06-14_skoyanagi_Canada Placement Agent Agreement.docx

Placement Agent Agreement

This Placement Agent Agreement (“Agreement”) is entered into on _____, 2023 (“the Effective Date”) between HCA Home Care Assistance Canada Inc. (“Company” or “HCA”) and _______________________ (“Agent”), together the “Parties,” according to the terms set forth herein.

Whereas, HCA provides in-home caregiving services to seniors who need assistance with daily life activities but wish to remain in their homes; and

Whereas, Agent is an independent contractor who locates and refers potential clients desiring the services provided by HCA; and

Whereas, Agent wishes to locate and refer potential clients to HCA and HCA wishes that Agent provide such referrals.

Now therefore, in consideration of the foregoing and mutual promises, obligations and agreements herein, the Parties inter into this Agreement as set forth below:

Term and Termination: This Agreement shall begin on the Effective Date and shall continue for twelve (12) consecutive months unless terminated in accordance with the terms of this Agreement (the “Initial Term”).  At the conclusion of the Initial Term, this Agreement shall automatically renew for an additional twelve (12) consecutive months, unless termination in accordance with Section 7 of this Agreement.

Referral Fee.  HCA shall pay Agent a placement fee for services rendered for each individual who (a) was introduced to HCA by Agent, (b) entered into a client consent agreement with HCA, and (c) generated revenue for services.
The Referral Fee shall be 5% of total revenue generated by the client to HCA, payable on a monthly basis.  The Referral Fee will be paid within thirty (30) days after the applicable month.  The 5% Referral Fee shall be revaluated by the Parties prior to the end of the Initial Term.

Preferred Provider.  For the duration of this Agreement, HCA shall be the preferred provider for Agent’s referrals, clients and potential leads (“Sources”) at the exclusion of all other in-home senior care providers, and Agent shall not refer or recommend any other in-home senior care provider to its Sources unless HCA has had the right of first refusal.

Confidentiality.  Each party shall keep confidential all Proprietary Information of the other party and shall not use or disclose such information either during or at any time after the term of this Agreement without the other party’s express written consent.  “Proprietary Information” shall mean any information disclosed from one party to the other party, either directly or indirectly in writing, orally or by drawings or observation, as a consequence of or through the operation of this Agreement, that is not generally known to the public or in the relevant trade or industry about the Company or Agent’s business, products, processes, and services.  The Parties further agree to hold the terms of this Agreement confidential and not disclose them to any person unless required by law or with the written consent of the other party.

Independent Contractor.  Agent’s status shall be that of an independent contractor and HCA shall not be responsible for withholding income or other taxes from payments made to Agent. Agent shall be solely responsible for filing all returns and paying any income, social security or other tax levied upon or determined with respect to the payments made to Agent pursuant to this Agreement.  Nothing herein shall be construed as to constitute a principal and agent, employer and employee, or joint ventures or partners. In no event will Agent execute any agreement or incur any obligations in the name of HCA.

Non – Solicitation.  Agent understands that HCA spends a significant amount of time, money and resources in the process of assessing, retaining and developing goodwill with its clients and therefore each client is a valuable asset.  Accordingly, for two years after payment of a Referral Fee, Agent shall not directly or indirectly solicit, induce, encourage, or attempt to solicit, induce, or encourage a HCA client referred by Agent to leave or terminate its relationship with HCA.  In the event that Agent violates this provision, Agent shall be required to remit the Referral Fee for the applicable client to HCA, up to a maximum fee of the total monetary amount Agent received from HCA for the applicable client, which amount shall be due within fifteen (15) days of the client's termination of services with HCA.

Liability.  HCA shall not hold Agent liable for any actions of, by, or to the client during HCA’s provision of care services.

Termination: Early termination of this Agreement shall be possible at any time with the mutual written consent of both parties, or for convenience with written notice of at least thirty (30) days.  In the event of early termination, any balance that remains on a referral fee pursuant to this Agreement shall remain intact until paid in full.  Either Party may terminate this Agreement at any time in the event of a material breach by the other Party which remains uncured after fifteen (15) days written notice thereof.

Compliance with Applicable Laws.  Agent will comply with all applicable laws relating to and governing the services being provided by Agent under this Agreement.  Placement Agent represents and warrants it will not refer to the HCA in circumstances when prohibited by applicable law.

Miscellaneous:  Each Party represents and warrants that it will comply with all applicable laws in its performance under this Agreement.  Each of the Parties represents and warrants that it has the right to enter into this Agreement during the term of this Agreement, it will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder. This Agreement represents the entire understanding of the Parties with respect to its subject matter and supersedes and cancels all prior written or oral contracts, agreements and understandings of the parties with respect to it.  Any amendment to this agreement must be in writing and signed by both parties. The Parties agree that there are no third parties who are intended to benefit from or who are entitled to rely on any of the provisions of this Agreement.  If a provision of this Agreement is deemed or becomes illegal, unenforceable, or invalid, it shall not affect the enforceability or validity of any other provision of this Agreement. This Agreement may not be assigned and no subcontractors may be utilized to fulfill services pursuant to this Agreement without the written consent. This Agreement shall be governed by and construed in accordance with the laws of the province of Agent’s location identified below.  In any action to enforce this Agreement, the substantially prevailing party shall be entitled to attorneys’ fees.

Counterparts.  This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed the same instrument.

The Parties hereby accept and execute this Agreement on the date and year stated below:

HCA HOME CARE ASSISTANCE CANADA   
INC. | AGENT

Signed:____________________________

Print Name:_________________________

Title:______________________________

Date:______________________________

Address: 
__________________________________

__________________________________

__________________________________ | Signed:_____________________________

Print Name:__________________________

Date:_______________________________

Address: 
___________________________________

___________________________________

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