Partner Referral Source Agreement

Referral Partner is engaged on a non-exclusive independent-contractor basis solely to originate and refer prospective clients to Rosenthal Adult & Senior Care Connections LLC (“RASCC”). The parties’ legal status is governed by applicable law regardless of the label used in this Agreement.

Referral Partner is a referral source only. Referral Partner is not engaged under this Agreement to perform RASCC assessments, facility-placement case management, Medi-Cal application or eligibility work, Assisted Living Waiver (“ALW”) application or eligibility work, benefits advocacy, clinical services, licensing services, or other client-service functions.

Referral Partner has no authority to bind RASCC or any facility; sign contracts for RASCC; quote, change, waive, or negotiate RASCC fees; guarantee admission, placement, benefits, reimbursement, Medi-Cal eligibility, or ALW eligibility; collect money for RASCC; or make promises or representations on RASCC’s behalf except for accurate RASCC-approved information.

A referral is potentially commission-eligible only when the prospective client or responsible party was generated or originated by Referral Partner and was introduced or referred to RASCC through a traceable communication or other reasonably verifiable referral record.

A lead is not commission-eligible under this Agreement if, before Referral Partner’s referral, the same prospective client was already an active RASCC lead, had already contacted RASCC, had already been referred to RASCC by another source with an earlier valid attribution, or was otherwise already documented in RASCC’s active referral pipeline, unless RASCC approves an exception in writing.

RASCC’s contemporaneous CRM records, intake records, emails, texts, referral forms, call records, and other business records will control attribution absent clear error. Referral Partner shall provide enough identifying information for RASCC to reasonably document the referral.

For each eligible Referral Partner-generated lead that results in a placement for which RASCC earns and receives a placement/referral commission, Referral Partner is entitled to forty percent (40%) of the placement/referral commission actually received and retained by RASCC for that placement.

The 40% is calculated only from RASCC’s actual placement/referral commission. It is not calculated from the resident’s rent, care charges, community fee, deposit, Medi-Cal or ALW benefits, facility revenue, or any other amount not actually received by RASCC as its placement/referral commission.

There are no service tiers under this Agreement. The 40% rate is based on lead origination and referral only. Referral Partner does not earn a higher or additional percentage by participating in tours, assessments, applications, benefits work, facility communications, or other case activity.

No referral commission is earned merely because Referral Partner submits a name, RASCC speaks with a prospective client, a facility accepts a consumer, paperwork is signed, a deposit is paid, or a room is reserved.

A Referral Partner commission is earned only if: (a) the lead is properly attributed to Referral Partner under this Agreement; (b) the consumer physically moves into the applicable facility or the RASCC client otherwise becomes contractually obligated to pay RASCC under the applicable written agreement; and (c) RASCC actually receives and is entitled to retain the corresponding placement/referral commission.

If RASCC receives only part of its commission, Referral Partner is paid 40% only on the amount actually received and retained. Refunds, credits, reversals, chargebacks, prorations, or lost fees reduce the Referral Partner commission proportionately, and RASCC may offset a documented overpayment to the extent permitted by law.

For each client or facility-owner installment that produces commission payable to RASCC, Referral Partner’s corresponding 40% payment is due five (5) calendar days after that installment’s contractual due date, provided RASCC has actually received and cleared the corresponding payment and is entitled to retain it.

RASCC is never required to advance Referral Partner compensation from its own funds. If the client or facility pays late, the corresponding Referral Partner payment becomes due within five (5) calendar days after RASCC actually receives and clears that late payment. If RASCC never receives the corresponding commission, the related Referral Partner commission is not payable.

Referral Partner’s compensable role is the generation and referral of the lead. After the referral is accepted into RASCC’s process, RASCC controls intake, qualification, care-needs review, facility matching, assessments, tours, negotiations, placement coordination, follow-up, and any other client-service workflow RASCC elects to provide.

Referral Partner may make a reasonable introductory handoff and may provide factual background supplied by the prospective client with appropriate permission. Referral Partner shall not direct RASCC’s case strategy, instruct facilities or families on RASCC’s behalf, or represent that continued involvement is required to preserve the 40% referral commission.

RASCC retains sole authority over its client contracts, facility-partner relationships, referral-fee arrangements, invoices, collections, refunds, discounts, payment plans, marketing relationships, and internal business decisions.

Referral Partner is not responsible for, and shall not represent that Referral Partner is acting for RASCC in, conducting resident or care-needs assessments, determining level of care, making clinical judgments, selecting or approving a facility, or making a final placement recommendation.

Referral Partner is also not responsible for preparing, completing, submitting, correcting, managing, or advising on Medi-Cal applications, Medi-Cal eligibility matters, Assisted Living Waiver (ALW) applications, ALW eligibility or enrollment, or other public-benefit applications on behalf of RASCC under this Agreement.

If a prospective client requests assessment, Medi-Cal, ALW, benefits, or placement assistance, Referral Partner should direct the person to RASCC. Any separate work by Referral Partner beyond lead generation must be governed by a separate written agreement signed by the parties and does not change the 40% referral commission under this Agreement unless expressly stated in that separate writing.

Referral Partner shall not use the RASCC relationship to supervise, investigate, monitor, audit, direct, or interfere with a facility, its owner, employees, operations, residents, finances, or business affairs.

Without prior written RASCC authorization, Referral Partner shall not question or investigate payroll, staffing, discipline, employee files, bank records, accounting records, owner compensation, invoices, vendor pricing, tax information, purchasing, inventory, or other internal financial or operational information; direct facility staff; make recurring post-placement visits in RASCC’s name; negotiate or alter amounts owed to RASCC; make promises about admission, discharge, care outcomes, benefits, reimbursement, licensing, or compliance; or accept direct fees, referral payments, rebates, or gifts tied to a RASCC referral.

A concern directly affecting the safety of a referred consumer may be reported promptly to RASCC and, when legally required or appropriate, to the proper authority. This Agreement does not authorize Referral Partner to conduct an investigation on RASCC’s behalf.

Referral Partner shall provide RASCC with reasonably accurate referral information and promptly communicate material information relevant to the initial handoff. Referral Partner shall not knowingly provide false or misleading information regarding a prospective client, family, facility, or referral source.

Referral Partner shall not withhold material referral information, instruct a consumer, family, or facility to bypass RASCC, or operate a separate placement pipeline using RASCC-originated leads, contacts, facilities, or confidential information.

RASCC may communicate directly with the referred prospective client, responsible party, facility, and other appropriate parties without routing communications through Referral Partner.

Referral Partner may receive sensitive information about prospective clients, residents, families, facilities, referral sources, pricing, contracts, and RASCC business practices.

Referral Partner shall use such information only for authorized referral activity, disclose it only on a legitimate need-to-know basis, safeguard it from unauthorized access, and return or securely destroy it upon request or termination.

Referral Partner shall comply with applicable privacy laws, authorizations, and facility policies. Referral Partner shall not request, collect, or retain more health or personal information than is reasonably necessary to make the referral to RASCC.

Referral Partner shall not use RASCC information to build an independent client list, market unrelated services to RASCC clients, solicit RASCC clients or residents for personal business, or transfer a RASCC-originated opportunity to another placement agency, consultant, broker, or business.

During this Agreement and for twenty-four (24) months after the last RASCC-originated referral or introduction involving the applicable relationship, Referral Partner shall not use a RASCC introduction, lead, confidential relationship, facility connection, resident/family relationship, or opportunity to bypass RASCC or divert compensation that otherwise would be payable to RASCC.

For each proven separate act of circumvention, Referral Partner agrees that RASCC may seek Seven Thousand Five Hundred Dollars ($7,500) in agreed liquidated damages to the extent enforceable under applicable law.

This does not prevent appropriate injunctive or equitable relief and does not permit duplicative recovery for the same injury.

Referral Partner shall act only within Referral Partner’s lawful qualifications and role. This Agreement does not authorize Referral Partner to diagnose, provide medical advice, override a physician or licensed professional, make a final facility admission decision, provide legal advice, provide licensing advice, or make Medi-Cal, ALW, or other public-benefit eligibility determinations on behalf of RASCC.

Referral Partner shall not make false or misleading statements and shall accurately identify Referral Partner’s role as an independent referral source rather than an employee, assessor, benefits specialist, case manager, or authorized decision-maker for RASCC.

Either party may terminate this Agreement on ten (10) days’ written notice. RASCC may terminate immediately for material breach, including unauthorized representations, interference with a facility or client case, confidentiality or privacy violations, circumvention, collection of money, material misrepresentation, unlawful conduct, or conduct that creates material risk for a consumer, RASCC, or a facility.

Termination does not eliminate a referral commission already earned, or a future referral commission on an eligible pre-termination Referral Partner-generated lead that was properly documented before termination and later satisfies all commission conditions stated in this Agreement.

RASCC may apply lawful offsets for documented refunds, chargebacks, overpayments, or damages.

To the extent permitted by law, Referral Partner shall indemnify and hold RASCC harmless from third-party claims, losses, penalties, costs, or reasonable attorney fees arising from Referral Partner’s unauthorized representations, unlawful disclosure or misuse of information, intentional misconduct, fraud, circumvention, unauthorized collection of money, or conduct outside the authorized scope of this Agreement, except to the extent caused by RASCC’s own negligence or wrongful conduct.

The parties will first attempt in good faith to resolve disputes through written notice and a reasonable opportunity to discuss the matter.

California law governs this Agreement. Unless the parties later agree otherwise in writing, any court action shall be filed in a court of competent jurisdiction in San Bernardino County, California.

The prevailing party may recover reasonable attorney fees and costs to the extent permitted by law.

The parties are independent contractors. This Agreement does not create employment, partnership, joint venture, franchise, fiduciary relationship, ownership, agency authority, or authority for either party to bind the other.

RASCC does not guarantee any minimum number of referrals, placements, successful outcomes, commissions, or revenue.

This Agreement is the entire agreement concerning Referral Partner’s referral-source relationship with RASCC and supersedes prior agreements on the same subject as of the Effective Date.

Amendments must be in writing and signed by both parties. Referral Partner may not assign, sell, transfer, or subcontract referral rights or commission rights without RASCC’s written consent.

If any provision is unenforceable, the remainder remains effective. Electronic signatures and counterparts are permitted.

By signing, Referral Partner confirms that Referral Partner has read and understands this Agreement, including the fixed 40% referral commission, the five-day payment timing rule, the requirement that RASCC first receive and retain the applicable commission, the lead-attribution requirements, the fact that Referral Partner’s compensable role is limited to generating and referring eligible leads, and the express exclusion of assessments, Medi-Cal applications, ALW applications, and other RASCC client-service work from this Agreement.