2025-07-24_tt_AMBASSADOR ELITE PROGRAM AGREEMENT Template 7-14-25 Canada (1).docx

THEKEY AMBASSADOR ELITE PROGRAM AGREEMENT

This TheKey Ambassador Elite Program Agreement (the “Agreement”) is entered into between 
HCA Home Care Assistance Canada Inc. (“THEKEY”) and [Insert Contractor/ Company Name] (the “Contractor”) as an independent contractor in accordance with the conditions set forth herein.

In consideration of the mutual promises made herein, the parties agree as follows:

Services.  Subject to the provisions herein, Contractor shall perform the services set forth in the schedule of services (the “Services”) attached hereto as Exhibit A.

Verification of Independent Contractor Status. The Services to be performed herein shall be performed by Contractor as an independent contractor. Contractor will not be treated as a THEKEY employee for tax or any other purposes nor will Contractor be eligible for any THEKEY benefits (e.g. workers compensation, disability, retirement benefits, etc.). Contractor is solely responsible for the manner and means of the performance of the Services to be provided hereunder, including using Contractor’s own tools/equipment.

Contractor Representations and Warranties. Contractor represents and warrants that it is experienced and skilled in performing the Services hereunder. THEKEY will not provide Contractor with any training or instructions concerning the means or methods of performance under this Agreement. It will not engage in any conduct that is unlawful and shall perform the Services in a professional manner consistent with industry standards.

Term and Termination. Contractor hereby agrees to provide services to THEKEY as an independent contractor for the term set forth in Exhibit A. Either party may terminate this Agreement by providing the other party five (5) business days’ written notice. THEKEY will pay Contractor for fees related to services actually performed before and during such notice period.

Payment. THEKEY will pay Contractor the fees specified in Exhibit A as Contractor’s sole compensation for the Services provided the Services meet the terms of Exhibit A and this Agreement and are of a quality consistent with industry standards. Contractor agrees that the fees were freely negotiated by THEKEY and Contractor. Contractor shall be responsible for all expenses incurred in performing services under this Agreement except as otherwise agreed to in Exhibit A.

Confidentiality. Contractor agrees that by performing the Services under this Agreement Contractor may become familiar with certain Confidential Information. As used in this Agreement, the term “Confidential Information” means trade secrets, “know-how,” and other proprietary data of THEKEY or of any of its affiliates, partners, consumers, clients, suppliers, advertisers or vendors that is not publicly known (other than public knowledge due to the Contractor’s disclosure in breach of this Agreement), that THEKEY designates as proprietary or confidential or otherwise seeks to keep confidential, or that THEKEY is bound to keep confidential. Examples of Confidential Information include, but are not limited to: (i) information that is central to THEKEY operations such as future plans (including ideas, files, designs, research, and drafts) and “know how” about THEKEY operations that are unique (including referral, client and financial information; (ii) information of a business nature such as non­public financial information and results, business plans, finances, operations, strategic plans, staffing plans, and other plans, ideas, research and other data regarding key personnel, sales, costs, marketing profits, prices, advertising, merchandising, suppliers, customers, clients or readers; and (iii) sensitive information or information of a private nature such as client and consumer files, and other information about former, current or prospective clients and consumers which may include personally-identifiable information.

Contractor agrees that during the term of this Agreement and thereafter, except as expressly, authorized in writing by THEKEY representative who signed this Agreement on behalf of THEKEY (“Authorized Representative”): (i) will not use or permit the use of Confidential Information in any manner or for any purpose not expressly set forth in this Agreement to any third party without first obtaining the express written consent of Authorized Representative on a case-by-case basis; (ii) disclose, lecture upon, or publish to any third party or permit others to disclose, lecture upon or publish to any third party, any such Confidential Information without first obtaining the express written consent of Authorized Representative on a case-by-case basis; and (iii) will not remove any tangible embodiment of any Confidential Information from THEKEY premises without the prior written consent of Authorized Representative. To be clear, this obligation applies during and after the term of this Agreement.

Upon termination of the Agreement or the Services described in Exhibit A, or upon THEKEY request at any other time, Contractor will deliver to THEKEY all of THEKEY property, equipment, and documents (together with all copies thereof), if any, that are in the possession of Contractor, and any other material containing or disclosing any Work Product related to the Services or Confidential Information.

During the term of this Agreement and for six (6) months thereafter and unless prohibited by applicable law, neither party will solicit or induce or instruct another to solicit or induce the employment or clients of the other party’s then current employees or clients without the other party’s prior written consent.

Ownership of Work Product. As used in this Agreement, the term “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Proprietary Rights therein. The term “Proprietary Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country.  The term “Work Product” means any Invention that is solely or jointly conceived, made, reduced to practice, or learned by Contractor in the course of any services performed for THEKEY or with the use of materials of THEKEY during the term of this Agreement.

Contractor agrees to disclose promptly in writing to THEKEY, or any person designated by THEKEY, all Work Product.

Contractor also agrees that any and all Work Product are “works for hire” and shall be the sole and exclusive property of THEKEY. Contractor acknowledges that the foregoing description of “works for hire” is a term of art that concerns intellectual property rights in the Work Product, and is not a term meant to generally describe Contractor’s relationship with THEKEY pursuant to this Agreement.

If Contractor has any rights to the Work Product that are not owned by THEKEY upon creation or embodiment, Contractor irrevocably transfers and assigns to THEKEY all rights of every kind (including copyright and otherwise in the Work Product in all languages throughout the world in perpetuity for use in all media whether now or hereafter known or invented. Except as set forth below, Contractor retains no rights to use the Work Product and agrees not to challenge the validity of THEKEY ownership in the Work Product.

If Contractor has any rights to the Work Product that cannot be assigned to THEKEY, Contractor unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against THEKEY with respect to such rights, and agrees, at THEKEY’s request and expense, to consent to and join in any action to enforce such rights.  If Contractor has any right to the Work Product that cannot be assigned to THEKEY or waived by Contractor, Contractor unconditionally and irrevocably grants to THEKEY during the term of such rights an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sub-licensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights.

Liabilities and Indemnification. To the fullest extent permitted by law, Contractor shall indemnify and hold THEKEY, its owners, affiliates, officers, employees, agents and servants harmless from and against all claims, suits, damages, liabilities, losses, demands, costs and expenses, including reasonable attorneys’ fees and disbursements, and punitive damages of every kind and nature, by or on behalf of any person, firm, association or corporation, in connection with the performance of the Services under this Agreement. THEKEY shall not have any liability whatsoever for (i) any injury or death to Contractor or (ii) any damage to or loss of any property of Contractor arising in connection with this Agreement except for injuries, death or damage arising from the negligence of THEKEY or any of its employees or agents.

Waiver.  Failure to insist upon strict compliance with any of the terms, covenants or conditions under this Agreement at any time shall not be deemed as waiver of any terms, covenants, or conditions of the Agreement.

Severability.  If any provision of this Agreement is held to be invalid in any jurisdiction, either by statute or judicial decision, you and THEKEY agree that said provision shall be deemed modified to comply with the law.  If any provision is so stricken, the remainder of this Agreement shall remain in full force and effect.

Entire Agreement.  This instrument contains the entire Agreement between the parties. It may not be changed orally, but only by signed, written agreement of the parties. It supersedes and merges all prior discussions between the parties with respect to such subject matters. The terms of this Agreement will govern Exhibit A and the Services undertaken by Contractor.  In the event of any conflict between this Agreement and Exhibit A, the terms of Exhibit A shall govern, but only with respect to the Services set forth therein.

Notices.  Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party by e-mail or at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. If delivered by e-mail, any such notice shall be considered to have been given on the sent date. Each party may change its address for receipt by giving written notice of such change to the other party.

Arbitration.  Except as permitted by Section 14 related to Injunctive Relief, this Agreement and any dispute, controversy or proceeding arising out of or relating to this Agreement shall be governed by arbitration pursuant to the terms and conditions outlined in Exhibit B, which are incorporated into this Agreement.

Injunctive Relief. Contractor acknowledges that because its services are personal and unique and because Contractor will have access to Confidential Information of THEKEY, any breach of this Agreement by Contractor would cause irreparable injury to THEKEY for which monetary damages would not be an adequate remedy and, therefore, will entitle THEKEY to injunctive relief (including specific performance). In particular, a breach of the provisions of Paragraphs 3 and/or 6 would give rise to irreparable harm to THEKEY (or, in the case of disclosure of certain Confidential Information, to the owner of that information) which cannot be compensated adequately by an award of damages.  Accordingly, if Contractor breaches or threatens to breach this Agreement, THEKEY (as well as the owner of any Confidential Information at issue, if not THEKEY) may seek and obtain injunctive relief against such breach or threatened breach, in addition to any other legal remedies which may be available. Accordingly, Contractor consents to the entry of a restraining order, preliminary injunction or other court order to enforce this Agreement and expressly waives any security that might otherwise be required in connection with such relief.  The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party in law or in equity.

Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same agreement.

Rule of Construction Waived.  The rule of construction that provides that agreements shall be construed against the drafter shall not be applied or considered in any action or proceeding to enforce any provision of this Agreement.

Voluntary Agreement.  The parties acknowledge that (a) they have each had the opportunity to consult with independent counsel of their own choice concerning this Agreement, (b) they have read and understand the Agreement and are fully aware of its legal effect, and (c) they have entered into this Agreement voluntarily and freely based on their own judgment and not on any promises or representations other than those contained in this Agreement.

Full and Complete Agreement. This Agreement constitutes the full and complete agreement between Contractor and THEKEY concerning the subject matter hereof, and fully supersedes any and all prior agreements, commitments or understandings between the parties.

Exhibit A

STATEMENT OF WORK

This Statement of Work is incorporated into the Independent Contractor Agreement by and between THEKEY and Contractor. This SOW describes services to be performed and provided by Contractor pursuant to the Agreement.

Name of Contractor Assigned to Perform Services. [Insert Contractor/Company Name    ]

Scope of Services. Generate leads for THEKEY by promoting THEKEY products and services, independently building relationships with customers, and utilizing expertise to drive clients to THEKEY.  Whether to accept a lead generated by Contractor or staff cases for leads generated by Contractor is within THEKEY’s sole discretion.

Marketing Fees and Timing of Payment. THEKEY shall pay Contractor a marketing fee for each individual who (a) Contractor introduced to THEKEY, and (b) who entered into a contract with THEKEY. The marketing fee shall consist of 10% of the gross revenue produced by each client starting at the two (2) month anniversary of the client’s contract and expiring at the eight (8) month anniversary of client’s contract. THEKEY shall pay the marketing fees to Contractor on a monthly basis. Upon the completion of the first full month following the Effective Date, THEKEY shall issue a statement to the Contractor with all marketing fees earned, and then shall pay the amounts owed to Contractor by the closing of the following month.

Additional Incentive Bonus. Contractor shall receive an additional $1,000 payment if Contractor introduces three (3) individuals to THEKEY that enter into a contract with THEKEY and are billed for $5,000 of services within the first ninety (90) days of the Agreement.  Payment will be issued by the closing of the following month in which the third individual reaches the $5,000 billing mark.

Expenses. All expenses, including, but not limited to, phone, laptop, computer, paper, travel, and other such services and equipment, shall be borne by the Contractor.

Timing.  Specific project(s) with deadline shall be requested by THEKEY in writing.

By signing below, Contractor acknowledges and affirms that Contractor is an independent contractor and not an employee of THEKEY. Contractor acknowledges and affirms that Contractor is responsible for determining the means and methods of preparing and providing the services.

Exhibit B

MUTUAL ARBITRATION AGREEMENT

This Mutual Arbitration Agreement is a contract and covers important issues relating to your rights.  It is your sole responsibility to read it and understand it.  You are free to seek assistance from independent advisors of your choice or to refrain from doing so if that is your choice.

This Mutual Arbitration Agreement (“Agreement”) is between Contractor (“CONTRACTOR”) and HCA Home Care Assistance Canada Inc. and its affiliated entities (collectively, “COMPANY”).  The Commercial Arbitration Act governs this Agreement, which evidences a transaction involving commerce.  EXCEPT AS THIS AGREEMENT OTHERWISE PROVIDES, ALL DISPUTES COVERED BY THIS AGREEMENT WILL BE DECIDED BY AN ARBITRATOR THROUGH FINAL AND BINDING ARBITRATION AND NOT BY WAY OF COURT OR JURY TRIAL.

COVERED CLAIMS/DISPUTES.  Except as otherwise provided in this Agreement, this Agreement applies to any and all disputes, past, present or future, that may arise between CONTRACTOR (sometimes “you” or “your”) and COMPANY, including without limitation any disputes arising out of or related to CONTRACTOR’s services for or relationship with COMPANY GROUP (as defined below).  This Agreement applies to a covered dispute that COMPANY may have against CONTRACTOR or that CONTRACTOR may have against COMPANY and/or each of their parent companies, subsidiaries, related companies and affiliates, franchisors, or their officers, directors, principals, shareholders, members, owners, employees, and managers or agents, each and all of which may enforce this Agreement as direct or third-party beneficiaries (collectively, “COMPANY GROUP”).    The claims subject to arbitration are those that absent this Agreement could be brought under applicable law.  Except as it otherwise provides, this Agreement applies, without limitation, to claims based upon or related to CONTRACTOR’s service agreement(s)/contract(s) with COMPANY GROUP (including any application for or negotiation of same), background checks, privacy, any claimed employment relationship, discrimination, harassment, retaliation, defamation (including claims of post-service defamation or retaliation), breach of a contract or covenant, fraud, negligence, emotional distress, breach of fiduciary duty, trade secrets, unfair competition, wages, minimum wage and overtime or other compensation claimed to be owed, breaks and rest periods, expense reimbursement, seating, termination, tort claims, equitable claims, and all statutory and common law claims unless specifically excluded below.  Except as it otherwise provides, the Agreement covers, without limitation, claims arising out of or relating to CONTRACTOR’s services for or relationship with COMPANY GROUP, including any claimed employment relationship or termination of claimed employment relationship.

Additionally, except as provided in this Section 3 of this Agreement, CONTRACTOR and the COMPANY agree that the arbitrator shall have exclusive authority to resolve any dispute relating to the scope, validity, conscionability, interpretation, applicability, or enforceability of this Agreement.

EXCLUDED CLAIMS/DISPUTES.  This Agreement does not apply to litigation between you and COMPANY GROUP pending in a court/tribunal or arbitration as of the date of your receipt of this Agreement and in which you are a party or a member or putative member of an alleged class (“pending litigation”).  If that pending litigation is subject to an agreement to arbitrate between CONTRACTOR and COMPANY GROUP, that agreement will remain in full force and effect to that extent.

Nothing contained in this Agreement shall be construed to prevent or excuse you (individually or in concert with others) or the COMPANY from utilizing the COMPANY's existing internal procedures for resolution of complaints, and this Agreement is not intended to be a substitute for the utilization of such procedures.  In addition, either party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate.  The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law.  All determinations of final relief, however, will be decided in arbitration.

Nothing in this Agreement prevents you from making a report to or filing a claim or charge with a government agency. Nothing in this Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Agreement.  This Agreement also does not prevent administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Agreement.  Nothing in this Agreement prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration.  The COMPANY will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under an applicable law. This Agreement does not apply to any claim that an applicable law states cannot be arbitrated or subject to a pre-dispute arbitration agreement.

CLASS AND COLLECTIVE ACTION WAIVER.  This Agreement affects your ability to participate in class and collective actions.  Both you and COMPANY agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective or representative action basis on behalf of others.  There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective or representative action and the arbitrator will have no authority to hear or preside over any such claim ("Class Action Waiver").  Regardless of anything else in this Agreement and/or the International Centre for Dispute Resolution Canada (“ICDR") Rules (described below), any dispute relating to the scope, validity, conscionability, interpretation, applicability, or enforceability of the Class Action Waiver, or any dispute relating to whether this Arbitration Agreement precludes a class, collective or representative action proceeding, may only be determined by a court and not an arbitrator.  In any case in which (1) the dispute is filed as a class, collective or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You will not be retaliated against, disciplined or threatened with discipline by the filing of or participation in a class, collective or representative action in any forum.  However, COMPANY may lawfully seek enforcement of this Agreement and the Class Action Waiver under the Commercial Arbitration Act and seek dismissal of such class, collective or representative actions or claims.  The Class Action Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

ARBITRATOR SELECTION. If the claim is not resolved via informal resolution, the parties will proceed to arbitration before a single arbitrator and in accordance with the then current ICDR Canadian Dispute Resolution Rules (“ICDR Rules”) (the ICDR Rules may be found at https://www.icdr.org/icdrcanada or by searching for “ICDR Canadian Dispute Resolution Rules” using a service such as www.Google.com), provided, however, that if there is a conflict between the ICDR Rules and this Agreement, this Agreement will govern.  The parties agree that these rules shall apply despite the CONTRACTOR’s classification as an independent contractor.  Unless the parties mutually agree otherwise, the Arbitrator will be either an attorney experienced in employment law or a retired judge.  The ICDR will give each party a list of eleven (11) arbitrators drawn from its panel of arbitrators.  Ten days after ICDR’s transmission of the list of neutrals, ICDR will convene a telephone conference and the parties will strike names alternately from the list of common names, until only one remains.  The party who strikes first will be determined by a coin toss.  The person that remains will be designated as the Arbitrator.  If for any reason, the individual selected cannot serve as the Arbitrator, ICDR will issue another list of eleven (11) arbitrators and repeat the alternate striking selection process.  If for any reason the ICDR will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral Arbitrator.

INITIATING ARBITRATION.  A party who wishes to arbitrate a claim covered by this Agreement must make a written Request for Arbitration and deliver it to the other party by hand or mail no later than the expiration of the statute of limitations (deadline for filing) that applicable law prescribes for the claim.  The Request for Arbitration shall identify the claims asserted, the factual basis for the claim(s), and the relief and/or remedy sought.  The Arbitrator will resolve all disputes regarding the timeliness or propriety of the Request for Arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.

RULES/STANDARDS GOVERNING PROCEEDING.  The Arbitrator may award any remedy to which a party is entitled under applicable law, but remedies are limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the Arbitrator, and no remedies that otherwise would be available to an individual under applicable law will be forfeited by this Agreement.  Each party can take the deposition of one individual witness and any expert witness designated by another party.  Each party also has the right to make requests for production of documents to any party.  The parties can jointly agree to more discovery, and either party can ask the Arbitrator to order more discovery.  Each party will also have the right to subpoena witnesses and documents for the arbitration, including documents relevant to the case from third parties.  At least thirty (30) days before the final hearing, the parties must exchange a list of witnesses, excerpts of depositions to be introduced, and copies of all exhibits to be used.

Unless the parties jointly agree in writing otherwise, the arbitration will take place in or near the city and in the same state in which CONTRACTOR is or was last performing services for COMPANY GROUP.  The Arbitrator has the authority to hear and rule on pre-hearing disputes.  The Arbitrator will have the authority to hear and decide a motion to dismiss and/or a motion for summary judgment by any party, consistent with applicable federal/provincial law, and must set a briefing schedule for such motions upon the request of either party. The Arbitrator will issue a written decision or award, stating the essential findings of fact and conclusions of law.  A court of competent jurisdiction will have the authority to enter judgment upon the Arbitrator’s decision/award.

PAYMENT OF FEES.  The COMPANY will pay the Arbitrator’s and arbitration fees and costs, except for the filing fee as required by the ICDR.  If you are financially unable to pay a filing fee, the COMPANY will pay the filing fee, and you will be relieved of the obligation to pay the filing fee.  Disputes regarding the apportionment of fees will be decided by the Arbitrator.  Each party will pay for its own costs and attorneys' fees, if any, but if any party prevails on a claim which affords the prevailing party costs or attorneys' fees, the Arbitrator may award costs and fees to the prevailing party as provided by law.

ENTIRE AGREEMENT/SEVERABILITY.  Except as provided in Section 2, above, regarding pending litigation, this Agreement replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the resolution of disputes covered by this Agreement.  If any portion of this Agreement is deemed invalid, void, voidable or otherwise unenforceable, the unenforceable provision will be severed from the Agreement and the remainder of the Agreement will be enforceable.  This Agreement will survive the termination of CONTRACTOR’s service agreement(s) with COMPANY GROUP and the expiration of any benefit.  This Agreement will also continue to apply notwithstanding any change in CONTRACTOR’s relationship, duties, responsibilities, position, or title, or if CONTRACTOR engages with any other affiliate of the COMPANY GROUP.  Notwithstanding any contrary language in any COMPANY policy or employee handbook (to the extent applicable to CONTRACTOR), this Agreement may not be modified or terminated absent consent by both parties.

CONSIDERATION.  The COMPANY and CONTRACTOR agree that the mutual obligations by the COMPANY and CONTRACTOR to arbitrate disputes provide adequate consideration for this Agreement.

EFFECTIVE DATE.  By signing this Agreement, it becomes effective immediately.  However, should CONTRACTOR not sign this Agreement, continuing your service relationship with the COMPANY for a period of 30 days after your receipt of this Agreement constitutes mutual acceptance of the terms of this Agreement commencing upon completion of that 30-day period, and the Agreement will be binding on you and the Company.  You have the right to consult with counsel of your choice concerning this Agreement.

AGREED:

HCA HOME CARE ASSISTANCE, CANADA, INC.

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Authorized Representative Signature			Date

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Printed Name

________________________________________

Title

RECEIVED AND AGREED:

________________________________________	___________________________

Contractor Signature			Date

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Printed Name

THEKEY

By:					

[Printed Name                                           ]
[Insert THEKEY Signer Title                   ]

777 Yamato Rd, Suite 520

Boca Raton, FL 33487

Date: | CONTRACTOR

By:					
	[Printed Name                                  ]
            [Contractor Title                              ]

[Mailing Street Address                  ]
[Mailing Address City, State, Zip   ]
[Email                                              ]
	[Phone                                             ]	

Date:

THEKEY 

By:					

[Printed Name                                    ] 

Date: | CONTRACTOR

By:					
	
[Printed Name                                   ]
	
Date: