3645 To enter into Authorized Representative Agreements with Funeral Homes - BaldockAUTHORIZED REPRESENTATIVE AGREEMENT
THIS AGREEMENT made as of the «Hay» day of W&dm, «yfer».^
BETWEEN:
•j&i/V' JVr'-, of _
«Funeral Home's full legal name» Street
c^ Ontario, M5V '^N 7 (the "Funeral Home")
City/Town Postal Code
AND
-i of
«Cemetery's full legal name» Street
', Ontario, //V^/ ^ 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 parlies hereto agree as follows:
1. 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.
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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 term 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.
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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
written 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
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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 Home 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»
Name: CA-e <~^- ~ ^^v-^ u^,
Title:
I have the authority to bind the Corporation
fixV^fccK f txj\e*'c4 Bo.ne
«Funeral Home's full legal name»
Per:
Name: fV...
™e:-?,-vI have the authority to bind the Corporation
310689.1
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SCHEDULE OF AUTHORIZED SALES REPRESENTATIVES
/ / r / /
Paul Taylor
nintf Director l Owne
96 Norfolk Sired, i^
Phone: 519-426-0291
ON N3Y 3N7
•ax: SI9-426-304^
Barbara Chambers
96 Norfolk Street, North, Simcoe, ON N3Y 3N7
Phone: 519-426-0291 Fax: 5 1 9-426-3044