2024-10-10_wreid_Brand Ambassador Agreement Template (2).docx

BRAND AMBASSADOR AGREEMENT

This Brand Ambassador Agreement (“Agreement”) is made and entered into by [Insert Name] (“Ambassador”) and HCA of Southern Ohio, LLC (“HCA”).  In consideration of the mutual promises contained herein, the parties agree as follows.

Relationship of the Parties.  It is the express intention of the parties that for purposes of the services set forth herein, Ambassador shall be an independent contractor.  Nothing in this Agreement shall in any way be construed as creating an agency or employment relationship between HCA and Ambassador, and Ambassador shall not act or hold himself/herself out as an employee of HCA.  Ambassador acknowledges and agrees that Ambassador is obligated to report as income all compensation received by Ambassador pursuant to this Agreement.

Services and Compensation.  Ambassador is being retained to promote HCA services by providing accurate information to potential clients, providing contact information for local offices and for answering basic questions.  Ambassador shall be compensated for client referrals in accordance with the criteria and payment schedule set forth in the Brand Ambassador Overview document, which is attached as Exhibit A.

Termination.  Either party may terminate the Agreement at any time and for any reason by providing the other party with thirty (30) days’ written notice.

Confidential Information.

“Confidential Information” means any HCA proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, prices and fees, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by HCA whether in writing, orally or by drawings or inspection of parts or equipment.

Non-Use and Non-Disclosure.  Ambassador  will not, during or subsequent to the term of this Agreement use HCA’s Confidential Information for any purpose whatsoever other than the performance of the services on behalf of HCA or disclose HCA’s Confidential Information to any third party.  It is understood that said Confidential Information shall remain the sole property of the Company.  Ambassador further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.

Arbitration

Disputes.  HCA and Ambassador agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration with the American Arbitration Association (“AAA”) and be held in the closest AAA office to Cincinnati, Ohio and in accordance with the AAA consumer arbitration rules as then in effect (the “Rules”).  The arbitrator may grant injunctions or other relief in such dispute or controversy.  The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction.

Consent to Personal Jurisdiction.  The arbitrator(s) shall apply Ohio law to the merits of any dispute or claim, without reference to conflicts of law rules.  Ambassador  hereby consents to the personal jurisdiction of the state and federal courts located in Ohio for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants.

Costs.  HCA and Ambassador shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its counsel fees and expenses unless otherwise required by law.

Equitable Relief.  The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator.

Acknowledgment.  AMBASSADOR  HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION.  AMBASSADOR  UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, AMBASSADOR AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF, TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF AMBASSADOR’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES.

Indemnity.  Ambassador will defend, indemnify and hold HCA, its parent and any affiliated entity (and their respective employees, directors and representatives) harmless against any and all losses, liabilities, damages, claims, demands and suits and related costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly out of Ambassador’s performance under this Agreement.

Entire Agreement.  This Agreement is the entire agreement of the parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof.  No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.  The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect.

EXECUTED this ________ day of ________ 2021, at ___________, Ohio.

“AMBASSADOR”

[Insert Name]

EXECUTED this ________ day of ________ 2021, at ___________, Ohio.

“HCA”

By:  Will Reid

Title: Regional Director