2024-11-26_skoyanagi_Preferred Provider Agreement - Lumiere.docx

Preferred Provider Agreement

This Preferred Provider Agreement (“Agreement”) is entered into on [insert date], 2024
(“the Effective Date”) between TheKey of ___________ LLC (“Company” or “THEKEY”) and [insert partner name] (“Community”), together the “Parties,” according to the terms set forth herein.

Whereas, THEKEY provides home care services (“Services”) to seniors who need assistance with daily life activities; and

Whereas, Community desires that THEKEY become the preferred provider of Services for Community per the terms and conditions set forth in this Agreement;

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

Preferred Provider: THEKEY shall be a preferred provider for Services for Community and Community will market THEKEY to clients potentially needing Services. THEKEY is under no obligation to enter into a contract or provide Services to any individual referred by Community.

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 terminated in accordance with the terms of this Agreement.

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 Community’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. Community’s status shall be that of an independent contractor and THEKEY shall not be responsible for withholding income or other taxes from payments made to Community. Nothing herein shall be construed as to constitute a principal and agent, employer and employee, or joint ventures or partners. In no event will Community execute any agreement or incur any obligations in the name of THEKEY.

Non–Solicitation. Community understands that THEKEY 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 marketing fee, Community shall not directly or indirectly solicit, induce, encourage, or attempt to solicit, induce, or encourage any THEKEY client referred by Community to leave or terminate its relationship with THEKEY. In the event that Community violates this provision, Community shall be required to remit any marketing fee paid by THEKEY to Community for the applicable client, which amount shall be due within fifteen (15) days of the client's termination of services with THEKEY.

Compliance with Applicable Laws.  Community will comply with all applicable laws relating to and governing the marketing services being provided by Community under this Agreement.

Termination: Either party may terminate this Agreement for convenience by providing thirty (30) days written notice to the other party.  In the event of termination, any balance that remains on a marketing 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.

Miscellaneous:  Each of the Parties represents and warrants that it has the right to enter into this Agreement. 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 of the other party. This Agreement shall be governed by and construed in accordance with the laws of the state of Community’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:

THEKEY OF [INSERT] | COMMUNITY

Signed:__________________________

Print Name:_______________________

Title:____________________________

Date:____________________________

Address: 
_________________________________

_________________________________

_________________________________ | Signed:____________________________

Print Name:__________________________

Date:_______________________________

Address: 
___________________________________

___________________________________

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