and the Elder Arm chair a Division of The Art and Science of Successful Planning of 3949 Evans Ave., Unit 300 Fort Myers, FL 33912 (hereinafter referred to as "Referrer").
WHEREAS, Client desires to compensate Referrer for certain services;
WHEREAS, Referrer has contacts/clients within the Senior Living placement industry and desires to act as an intermediary finder of potential residents for Client;
NOW, THEREFORE, in consideration of the premise and the mutual promises and covenants contained herein, and incorporating all of the above, the parties agree as follows:
I. LEGAL COMPLIANCE.
Referrer certifies that it is a registered and duly licensed business in the state of Florida providing geriatric care consulting and placement services and is a recognized business in the Senior Living placement industry.
II. TERM AND TERMINATION.
This Agreement shall continue until the first anniversary of the date hereof, and thereafter shall continue automatically unless and until terminated by either party upon not less than Thirty (30) days prior written notice to the other; provided, however, that all obligations under this Agreement shall survive with respect to any events which occurred, or any money which was accrued and owing, prior to the effective date of any such termination. This Agreement shall be automatically terminated if there is a breach or threatened breach of this Agreement, or if there is non-payment of a referral fee owed.
III. NON-EXCLUSIVITY.
For the term of this Agreement, Referrer shall have the non-exclusive right to introduce individuals to the Client who are not already known to the Client as well as the Client's competitors in the marketplace.
IV. FEES AND PAYMENT.
The following must take place in order for the Referrer to be paid. If these conditions are not met, the Referrer will receive no payment.
- Signed Lease
- Successful move-in
- 30 – day minimum stay
(AL) Assisted Living including Memory Care communities:
The Referrer's fee shall be calculated as 85% plus the initial care level of the first month's rent per the contracted rate with the referred party as a direct result of an introduction and successful outcome as per above.
(or)
(IL) Independent Living Communities:
The Referrer's fee shall be calculated as 85% of the first month's rent per the contracted rate with the referred party as a direct result of an introduction and successful outcome as per above.
Respite Stay - Any short-term stay referred with a minimum of 30 days duration. The Client agrees to pay the Referrer 25% of all billable respite fees as it pertains to rent only and not care. Should the Respite convert to a full-time resident, the Client agrees to pay any difference between the respite fee and 80% of the lesser of either of the first month's rent as per the signed contract.
Billing - Upon determination of referrer fees due, the Referrer shall issue an invoice to the Client and payment shall be due net thirty (30) days from the date of the invoice.
Acceptable forms of payment include the following:
Check, cashier's check, bank transfer, and any other means approved by Referrer in writing Checks shall be made payable to “The Art and Science of Successful Planning”.
V. NON-CIRCUMVENTION.
During the term of this Agreement, the Client will not attempt to do business with, or otherwise solicit any individuals, directly or indirectly, found or otherwise referred by Referrer to the Client for the purpose of circumventing this Agreement, the result of which shall be to prevent the Referrer from realizing or recognizing a commission or Referrer's fee. If such circumvention shall occur the Referrer shall be entitled to any commissions due pursuant to this Agreement or Referrer's fee relating to such transaction.
VI. AUTHORITY
Each of Referrer and Company represents and warrants that (i) it has the right to enter into this Agreement and the right to grant the rights and licenses granted herein; (ii) it is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance of this Agreement; (iii) during the Term, 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; and (iv) it is not a party to any pending claims or litigation which might affect its performance of this Agreement.
VII. INDEMNIFICATION
Each party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party"), its affiliates, and each of their directors, officers, employees, and agents from and against all claims, suits and proceedings and any and all related liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) (collectively, "Losses") incurred by the Indemnified Party, relating to or arising out of the breach by the Indemnifying Party of any of its duties, obligations, representations or warranties under this Agreement. (b) An Indemnified Party will (i) promptly notify the Indemnifying Party of any claim, suit, or proceeding for which indemnity is claimed (but the Indemnifying Party shall be relieved from liability only to the extent any delay in providing such notice prevents the Indemnifying Party from defending such claim, suit or proceeding); (ii) cooperate reasonably with the Indemnifying Party at the Indemnifying Party's expense; and allow the Indemnifying Party to control the defense or settlement thereof. The Indemnified Party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense.
VII. ARBITRATION
In the event a dispute shall arise between the parties to this [contract, lease, etc.], it is hereby agreed that the dispute shall be referred to United States Arbitration & Mediation for arbitration in accordance with The State of Florida Arbitration & Mediation Rules of Arbitration. The arbitrator's decision shall be final, and binding and judgment may be entered thereon. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award, or fails to comply with arbitrator's award, the other party is entitled to the cost of the suit including a reasonable attorney's fee for having to compel arbitration or defend or enforce the award.
VIII. FINAL AGREEMENT
This Agreement represents the entire agreement with respect to the subject matter hereof and terminates and supersedes all prior understandings or agreements with respect to such matters. This Agreement may be amended only in writing signed by both parties.
IX. LEGAL CONSTRUCTION
In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provisions. This Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.
X. GOVERNING LAW
This Agreement shall be governed by the laws of Florida, without giving effect to principles of conflicts of law
XI. ASSIGNMENT.
This Agreement shall be assignable by either party upon a change in control of a party, or otherwise by operation of law, and prior written notice to the other.
XII. CONFIDENTIALITY.
Each party will treat all information provided to it by the other as confidential with at least the same degree of care and confidentiality that it provides for its own confidential information.
