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3645 To enter into Authorized Representative Agreements with Funeral Homes - KebbelAUTHORIZED REPRESENTATIVE AGREEMENT THIS AGREEMENT made as of the «kky» day of <<rMh», I \ BETWEEN: / \. -J Funeral Home's full legal name» Street ____, Ontario, A/jf/ ///^ (the "Funeral Home") Postal Code AND u^V a/-' fttk^j^&K?-^ of /-/7 //yg.o£T 57 «Cemetery's full legal name» ' Street --"^ t< l>, , Ontario, A c<^ ^j (the "Cemetery") City/Town ' Postal Code WHEREAS the Cemetery is licensed to operate a Cemetery pursuant to the Funeral, Burial and Cremation Services Act, 2002 (Ontario); AND WHEREAS the Funeral Home is a licensed to operate a funeral establishment pursuant to the Funeral, Burial and Cremation Services Act, 2002 (Ontario); AND WHEREAS in the course of its operation of a funeral establishment, the Funeral Home may wish to have certain of its employees who are licensed sales representatives within the meaning of the Funeral, Burial and Cremation Services Act, 2002 (the "Act"), sell interment rights, scattering rights or Cemetery services (the "Services") to customers of the Funeral Home on behalf of the Cemetery; AND WHEREAS the Cemetery wishes to authorize certain of the employees of the Funeral Home to act as non-exclusive sales representatives for the Services, subject to the terms and conditions set forth in this Agreement NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I. Appointment of Authorized Sales Representatives Subject to the terms of this Agreement, the Cemetery hereby authorizes the employees of the Funeral Home listed in Schedule A hereto (the "Authorized Sales Representatives") to act as non- exclusive sales representatives for the sale of the Services. -2- 2. Future Appointment of Authorized Sales Representatives From time to time, the Funeral Home may submit the name of a person who is a licensed sales representative under the Act to the Cemetery, and upon delivery by the Cemetery to the Funeral Home of a written authorization permitting such person to act as a sales representative of the Cemetery, such person shall be deemed to be an Authorized Sales Representative pursuant to this agreement. 3. Responsibilities of the Funeral Home During the terra of this Agreement, the Funeral Home: (a) may arrange for the sale of the Services by an Authorized Sales Representative on behalf of the Cemetery upon the request of the Funeral Home's customers. The Cemetery acknowledges and agrees that nothing contained in this Agreement shall be construed as a requirement for the Funeral Home to promote the Services of the Cemetery to its customers; (b) shall comply with and ensure that all Authorized Sales Representatives comply with all federal, provincial and local laws, rules, regulations and ordinances applicable to the Funeral Home's business; (c) shall pay and discharge, and the Cemetery shall have no obligation to pay for, any expenses or costs of any kind or nature incurred by the Funeral Home or the Authorized Sales Representatives in connection with their respective functions hereunder; (d) shall ensure that no person employed by the Funeral Home, other than an Authorized Sales Representative, sells or offers to sell Services to customers of the Funeral Home; (e) shall provide to the Cemetery, at least annually, a copy of the sales representative license of each Authorized Sales Representative; and (f) The Funeral Home shall forthwith notify the Cemetery of the termination of the employment of any person who is an Authorized Sales Representative. 4. Responsibilities of the Cemetery The Cemetery shall provide such assistance with respect to the licensing of any employee of the Funeral Home as a sales representative as is reasonably necessary, provided that the Cemetery may, for any reason, decline to appoint any employee as a sales representative. Any payment to be made by the Cemetery in respect of the services of any Authorized Sales Representative shall be made to the Funeral Home. 5. Documentation and Marketing Material At its own expense, the Cemetery will supply the Funeral Home with all applicable catalogues, brochures, advertising, promotional and selling materials, literature and information as the FuneralHome may from time to time reasonably require for the purpose of selling the Services. -3- 6. Term and Termination This Agreement shall commence as of the date hereof and continue in full force and effect until terminated by either party at any time on providing the other party with thirty (30) days prior written notice. Upon a person who is an Authorized Sales Representative ceasing to be employed by the Funeral Home, such person shall cease to be an Authorized Sales Representative pursuant to this agreement, and shall cease to be a sales representative of the Cemetery, effective as at the date of such person's termination of employment by the Funeral Home. 7. Relationship of Parties Nothing in this Agreement or otherwise shall be construed as constituting an appointment of the Funeral Home or its employees or any of them as an agent, legal representative, joint venturer, partner, employee or servant of the Cemetery for any purpose whatsoever, save and except as specifically set out in this agreement. Neither the Funeral Home nor any Authorized Sales Representative is authorized to transact business, incur obligations, or assign or create any obligation of any kind, express or implied, on behalf of the Cemetery, or to bind it in any way whatsoever, or to make any contract, promise, warranty or representation on the Cemetery's behalf with respect to products and services sold by the Cemetery or any other matter, or to accept any service of process upon the Cemetery or receive any notice of any nature whatsoever on the Cemetery's behalf, save as specifically set out in this agreement. 8. General (a) Severability. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. (b) Assignment. The Funeral Home may not assign this Agreement without the express wTitten consent of Cemetery. (c) Governing Law. This Agreement and any document relating thereto shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Both parties hereby expressly and irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising out of or in connection with this Agreement. (d) Counterparts. This Agreement may be executed in any number of counterparts, and/or by facsimile or e-mail transmission of Adobe Acrobat files, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument. Notwithstanding the date of execution of any counterpart, each counterpart shall be deemed to bear the effective date first written above. Any party executing this Agreement -4- by fax or PDF file shall, immediately following a request by any other party, provide the other party with an originally executed counterpart of this Agreement. (e) Further Assurances. If requested by the Funeral Home, the Cemetery will provide to the Funeral Flome within ten business days of such request a written authorization to each Authorized Sales Representative employed by the Funeral Home authorizing such person to act as a sales representative on behalf of the Cemetery. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. «Cemetery's full legal name» 0 Name: C l6> rlc- D Title: I have the authority to bind the Corporation «Funeral Home's full legal name» H Per: Name: Title: I have the authority to bind the Corporation 310689.1 -5- SCHEDULE OF AUTHORIZED SALES REPRESENTATIVES