THIS AGS REGIONAL ALLIANCE PARTNERSHIP & INFRASTRUCTURE AGREEMENT
(the "Agreement") is entered into as of [today's date] (the "Effective Date"), by and between AGS Infrastructure LLC, d/b/a Central Florida Care Alliance ("CFCA"), a professional services provider located at [Address], and the undersigned agency ("Partner").
1. RECITALS
WHEREAS, CFCA operates a regional care infrastructure designed to provide a trusted resource for families and to enhance the discoverability of local care providers through its primary platform;
WHEREAS, CFCA offers an Agency Growth System (“AGS”) as a limited-participation Regional Alliance Partnership and infrastructure support service for select providers, including Home Care Agencies, Assisted Living Facilities (“ALFs”), and Prescribed Pediatric Extended Care (“PPECs”);
WHEREAS, Partner desires to transition from a verified member to a Regional Alliance Partner to utilize CFCA’s infrastructure and AGS implementation services;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
2. SCOPE OF INFRASTRUCTURE SERVICES
CFCA shall provide Partner with a Regional Alliance Partnership centered on Regional Care Infrastructure (not marketing services). Services include:
AGS Implementation: Strategic support to implement improvements identified during the Visibility Insight phase.
Infrastructure Integration: Integration of Partner into the CFCA regional ecosystem to strengthen the connection between families and care providers.
Visibility & Discoverability Support: Enhancing Partner’s online visibility, search discoverability, listing consistency, and engagement tools within the CFCA ecosystem.
Priority Placement: Enhanced profile visibility and verified status within the CFCA Public Directory.
Facility Inclusion: Professional representation and infrastructure support for Partner’s Home Care Agency, ALFs, and PPECs, where applicable.
3. PARTNERSHIP PHILOSOPHY & EXCLUSIVITY
Partner acknowledges that the AGS is a limited-entry infrastructure service. CFCA limits its AGS Regional Alliance Partnerships to a maximum of ten (10) active agency partners to maintain the integrity and high-touch support of the regional infrastructure.
4. FEES AND PAYMENT TERMS
Partner agrees to the following compensation schedule:
Initial Infrastructure Fee: A one-time, non-refundable setup and onboarding fee of $2,000.00, due upon execution of this Agreement.
Monthly Partnership Fee: A recurring monthly fee of $2,750.00 for the duration of the Term.
Billing: Monthly fees shall be invoiced on the [Day] of each month and are due within five (5) business days of the invoice date.
5. TERM AND COMMITMENT
Initial Term: This Agreement carries a mandatory commitment of thirteen (13) months (the "Initial Term") to ensure the proper establishment of regional infrastructure and visibility.
Renewal: Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
6. INDEPENDENT CONTRACTOR STATUS
CFCA performs the services as an independent contractor. Nothing in this Agreement shall be construed to create a joint venture, agency, or employer-employee relationship between AGS Infrastructure LLC and the Partner.
7. INTELLECTUAL PROPERTY
All rights, titles, and interests in and to the CFCA platform, the AGS methodology, directory structures, and visibility tools remain the exclusive property of AGS Infrastructure LLC. Partner is granted a non-exclusive, non-transferable license to use CFCA brand assets solely for the purpose of identifying as a "Regional Alliance Partner" during the Term.
8. CONFIDENTIALITY
The parties agree to hold in strict confidence the terms of this Agreement and any proprietary business information, including but not limited to the internal mechanics of the AGS and CFCA Visibility Insights, shared during the course of the partnership.
9. LIMITATION OF LIABILITY
In no event shall CFCA be liable for any indirect, incidental, or consequential damages. The total liability of CFCA under this Agreement shall not exceed the total amount of fees paid by the Partner to CFCA during the six (6) months preceding the claim. CFCA does not guarantee specific volume or revenue outcomes, as the service is centered on regional infrastructure and visibility education.
10. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Any legal actions or proceedings arising out of this Agreement shall be brought exclusively in the courts of Paulding County, Georgia.
11. ENTIRE AGREEMENT
This document constitutes the entire agreement between the parties regarding the AGS Regional Alliance Partnership and supersedes all prior discussions, marketing materials, or service descriptions.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
AGS INFRASTRUCTURE LLC / CFCA
By: __________________________
Name: Dionyos Royall
Title: Co-Founder and C.E.O.
PARTNER AGENCY
By: __________________________
Name: ________________________
Title: _________________________