Facility Client Agreement

Referral Partner: Rosenthal Adult & Senior Care Connections (“RASCC”), 12951 Campbell Ct., Hesperia, CA 92344, (888) 272-3301.

Facility Operator: The legal entity identified in this Agreement (“Operator”).

Participating Facility/Facilities: The assisted living or senior care Facility/Facilities identified in this Agreement. This Agreement applies only to those participating Facilities unless the Parties add another Facility in writing.

RASCC will market the Facilities and introduce prospective residents. Operator retains sole authority to assess, accept, or decline any prospective resident. The relationship is non-exclusive: RASCC may refer to other providers, and Operator may work with other referral partners.

“Admission Date” / “Move-In Date” means the date the resident physically moves into the participating Facility. For referral-fee timing under this Agreement, that date is Day 0, the next calendar date is Day 1, and all deadlines use calendar days. Signing an admission agreement, reserving a room, or paying a deposit without actual physical move-in does not activate the Referral Fee.

“Full Monthly Rate” means the total recurring monthly rate stated in the admission agreement or applicable rate schedule after any three-month promotional, discounted, or introductory rate ends.

“Qualified Referral” means a prospective resident first introduced in writing by RASCC who was not already an active, documented lead of Operator.

“Accrued” or “Accrues” means that the applicable installment has become earned under Section 5 and remains payable despite a later event, except only for a prorated refund expressly required by Section 6.3.

4.1 Three-Month Referral Protection. If a Qualified Referral physically moves into a participating Facility within three (3) months after RASCC registers or introduces the referral in writing, the Referral Fee schedule is activated. Operator shall not bypass RASCC, redirect the referral between its Facilities, or use an affiliate or related party to avoid the fee.

4.2 Competing Referral Sources. If the same prospective resident is referred by more than one referral source, the source that first submitted the resident through verifiable written communication bearing an objective date and time stamp, including email, text message, electronic referral platform, or similar written record, shall be deemed the originating referral source entitled to the Referral Fee. Operator shall not owe duplicate referral fees for the same resident.

5.1 Fee Amount and Activation. For each Qualified Referral, the Referral Fee equals one hundred percent (100%) of one Full Monthly Rate. The payment schedule is activated only when the resident physically moves into a Facility. Signing documents, reserving a room, or paying a deposit without an actual move-in does not activate the Referral Fee.

5.2 Promotional Rate. If Operator gives the resident a three-month promotional, discounted, or introductory rate, the Referral Fee is calculated using the full standard monthly rate scheduled to begin after the promotion. The promotion does not change the Admission Date or installment deadlines.

5.3 First 50% Installment. The first fifty percent (50%) of the Referral Fee accrues immediately upon the resident’s physical move-in and must be received by RASCC no later than the end of Day 14 after move-in.

5.4 Second 50% Installment. The remaining fifty percent (50%) accrues at the beginning of Day 46 after move-in and must be received by RASCC no later than the end of Day 60. Once Day 46 begins, the second installment is accrued and remains due, subject only to Section 6.3 if applicable.

5.5 Move-In Notice and Invoice. Operator shall notify RASCC of the resident’s actual Move-In Date, Facility, and Full Monthly Rate within two (2) business days after move-in. RASCC may invoice the installments, but invoice timing does not extend the contractual due dates. Payment may be made by check, ACH, or another method approved in writing.

6.1 Waiver of an Unaccrued Installment After an Uncontrollable Event. If a resident is hospitalized or permanently leaves the Facility for a reason that is outside the direct and reasonable control of the Facility, Operator, and their staff, and the resident never returns, an installment that had not yet accrued as of the date the hospitalization or permanent departure began may be waived. The first 50% installment is already accrued at move-in and therefore remains owed, subject only to the prorated refund in Section 6.3. If the qualifying hospitalization or permanent departure begins before Day 46 and the resident never returns, the unaccrued second 50% installment is waived. If the hospitalization or permanent departure begins on Day 46 or later, the second 50% has accrued and the full 100% Referral Fee remains due.

6.2 Examples of Uncontrollable Events. Qualifying circumstances may include a sudden illness or infection not caused by Facility conduct, an unavoidable hospitalization, rapid medical decline, death, a new diagnosis, a medically required higher level of care, or an independent resident/family decision that the Facility and its staff did not cause and could not reasonably prevent.

6.3 Prorated Refund of Paid Commission During First 30 Days. If, because of a qualifying uncontrollable event under Section 6.1, the resident does not physically remain at the Facility for at least thirty (30) calendar days after move-in, and Operator actually refunds or credits the resident or responsible party for unused resident days, RASCC shall refund only the matching prorated portion of commission already paid. The standard formula is: (dollar amount of the first 50% Referral Fee installment ÷ 30) × number of calendar days actually refunded or credited by Operator to the resident. RASCC owes no commission refund for days that Operator does not actually refund or credit to the resident, and the RASCC refund may not exceed commission actually received by RASCC.

6.4 Facility-Controlled Circumstances — No Waiver or Commission Refund. The waiver and prorated refund protections in Sections 6.1 through 6.3 apply only when the hospitalization or departure is outside the Facility’s, Operator’s, and staff’s direct and reasonable control. They do not apply when the hospitalization, move-out, transfer, or discharge is caused by or materially related to Facility-controlled conduct or conditions, including neglect, abuse, unsafe or unsanitary conditions, failure or refusal to provide agreed or required care or services, intentional conduct designed to avoid meeting reasonable resident expectations represented before admission, material staffing or operational failures, or credible resident/family complaints concerning the Facility environment, staff conduct, services, or care that materially contribute to the resident leaving. In such circumstances, no unpaid installment is waived, all Referral Fee installments remain due on their original schedule, and RASCC owes no prorated commission refund under this Section.

6.5 Documentation and Refund Timing. Operator must provide RASCC a written request identifying the resident, the hospitalization or departure date, the reason, whether the resident returned, and reasonable supporting documentation. A request for a prorated commission refund must also show the number of resident days actually refunded or credited and the amount refunded or credited. RASCC shall pay any verified prorated refund due under Section 6.3 within thirty (30) calendar days after receiving sufficient supporting documentation.

6.6 Illustrations. (a) If an uncontrollable hospitalization begins on Day 16 and the resident never returns, the first 50% remains owed and the second 50% is waived; if Operator also refunds resident days within the first 30 days, the first installment is adjusted only by the Section 6.3 formula. (b) If an uncontrollable hospitalization begins on Day 48, both installments have already accrued, so the full 100% Referral Fee remains due even if the resident never returns.

RASCC shall not, in bad faith, solicit, encourage, induce, manipulate, or otherwise attempt to cause a resident or the resident’s family to transfer from an Operator Facility to another assisted living facility or care provider primarily to generate an additional referral fee or other financial benefit for RASCC. This restriction applies during the first three (3) months after the Move-In Date. If clear and convincing evidence establishes that RASCC engaged in such bad-faith conduct and the resident transferred because of that conduct within the three-month period, RASCC shall refund the full Referral Fee previously paid for that resident within thirty (30) calendar days after receiving written notice and reasonable supporting documentation. This Section does not prohibit RASCC from assisting with a relocation independently requested by the resident or authorized representative, medically necessary for health or safety, required by a change in level of care, or made necessary because the Facility is unable or unwilling to meet the resident’s needs. The resident and family retain complete freedom to choose or change providers at any time.

8.1 RASCC. RASCC shall present Facility information accurately, avoid guarantees or material misrepresentations, obtain appropriate permission before sharing sensitive information, and refer only when it reasonably believes the Facility may be a lawful and appropriate option. RASCC does not make the Facility’s clinical assessment or final admission decision.

8.2 Operator and Facilities. Operator shall provide accurate information about rates, vacancies, services, admission criteria, licensing, and material Facility conditions; independently assess each prospective resident; determine whether the Facility can meet the resident’s needs; promptly communicate admission and rate information; promptly notify RASCC of any hospitalization, departure, transfer, or return relevant to Sections 5 or 6; and timely pay all accrued fees.

8.3 Legal Compliance. Each Party shall maintain any business license, referral-agency license, facility license, registration, insurance, or authorization required for its activities and shall comply with applicable privacy, consumer-protection, licensing, advertising, and referral laws.

Each Party shall protect nonpublic resident, family, pricing, business, and referral information and use it only to evaluate or complete a placement, administer this Agreement, or comply with law. Each Party shall keep reasonable records of referrals, admissions, rates, hospitalization/departure dates, resident refunds or credits, Referral Fee payments, and refund requests. Confidential information may be disclosed only to persons with a legitimate need to know or when required by law.

This Agreement begins on the Effective Date and continues for one (1) year. It renews automatically for successive one-year terms unless either Party gives thirty (30) days’ written notice of termination. Termination does not cancel fees, refund obligations, confidentiality duties, referral protections, marketing obligations relating to previously created content, or other obligations arising before termination. Either Party may terminate immediately for a material breach that is not promptly corrected after written notice.

11.1 Independent Contractors. The Parties are independent contractors. This Agreement does not create employment, partnership, joint venture, agency authority, fiduciary relationship, or ownership between them.

11.2 Responsibility for Conduct. Each Party is responsible for its own acts, omissions, employees, agents, representations, and legal compliance, and shall reimburse the other for direct losses caused by its material breach of this Agreement or unlawful conduct.

11.3 Notices. Notices may be delivered personally, by recognized carrier, or by email to addresses customarily used by the Parties. Routine operational notices and approvals expressly permitted by this Agreement may also be made by text message or other written electronic communication that can be reasonably preserved.

11.4 Entire Agreement; Changes. This Agreement is the complete agreement on this subject and replaces prior oral or written understandings. Any amendment must be in writing and signed by both Parties. A waiver on one occasion is not a continuing waiver.

11.5 Severability; Assignment. If one provision is unenforceable, the remaining provisions continue. Neither Party may assign this Agreement without the other Party’s written consent, except to a successor that assumes all obligations.

11.6 Governing Law and Disputes. California law governs. The Parties will first attempt in good faith to resolve a dispute through direct discussion. Any court proceeding shall be filed in San Bernardino County, California, unless the Parties agree otherwise in writing.

11.7 Counterparts and Electronic Signatures. This Agreement may be signed in counterparts and electronically; each signed copy is treated as an original.

11.8 Marketing & Media Authorization; Prior Approval Before Publication. The Facilities authorize RASCC, with reasonable coordination with Operator, to photograph, video record, and otherwise capture visual and audio media of Facility common areas, exterior premises, grounds, building exteriors, amenities, and surrounding property for lawful marketing, advertising, educational, branding, and promotional purposes. Before RASCC publishes any Facility-specific marketing content, including social-media posts, videos, advertisements, website content, printed materials, or other promotional content, RASCC shall share the proposed content or a substantially final preview with Operator and obtain Operator’s written approval. Approval may be given by email, text message, or other written electronic communication; a formal signed approval is not required. Material changes to approved content require renewed approval, but non-substantive formatting changes, resizing, cropping, or correction of typographical errors do not. RASCC shall not publish Facility-specific content without the required approval. RASCC shall accurately represent the Facilities and shall not publish false, misleading, defamatory, or unlawful content. RASCC shall not photograph, record, or identify a resident, family member, visitor, employee, or other individual without any consent or authorization required by law. Content properly approved and lawfully published during the term may remain published after termination so long as it remains materially accurate and lawful, unless the Parties agree otherwise in writing.

11.9 Non-Solicitation and Non-Circumvention. During the term of this Agreement and for twelve (12) months thereafter, Operator shall not directly or indirectly solicit, hire, contract with, engage, or establish a business relationship with any employee, independent contractor, placement agent, marketer, referral representative, or other business contact introduced by RASCC for the purpose of bypassing RASCC or avoiding fees. This does not apply to documented pre-existing relationships.

11.10 Referral Verification. Upon reasonable written request relating to a disputed referral, each Party shall cooperate in verifying referral chronology by providing relevant emails, texts, CRM logs, or similar documentation.