What is the relationship between the 'Franchisor' and 'Franchisee' in the context of Caring Senior Service?

BACKGROUND

• A. Simultaneously with the execution of this Agreement, Franchisee is entering into a franchise agreement ("Franchise Agreement") under which Franchisor is granting to Franchisee the right and obligation to open and operate a business providing non-medical assistance to the elderly and to disabled or infirm adults at their homes or places of residence under the CARING SENIOR SERVICE® trademarks and system ("Franchised Business").
• B. In connection with the operation of the Franchised Business, Franchisee has requested that Franchisor provide, and Franchisor has agreed to provide, certain documentation, human resources, and payroll services.
• C. Acknowledging, however, that Franchisor is under no contractual obligation under the Franchise Agreement to provide such services, and to induce Franchisor to offer such assistance to Franchisee, Franchisee agrees to the terms and provisions of this Agreement.

AGREEMENT

Now, therefore, for and in consideration of the premises and the mutual covenants and obligations of Franchisor and Franchisee more particularly set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

• 1. Forms Provided to Franchisee. From time to time, Franchisor may provide Franchisee with such forms and documentation that Franchisee can adapt for Franchisee's use in connection with the operation of the Franchised Business ("Forms"). Such forms may be related to employment or client matters or other such matters as Franchisor deems advisable in its sole discretion. Franchisor makes no representation or warranty as to the enforceability of any such form, whether any such form meets the legal requirements of the jurisdiction in which Franchisee does business, and Franchisee acknowledges that it is Franchisee's responsibility to modify such form to meet all laws and regulations applicable in the area in which Franchisee operates the Franchised Business and to use no form in its business that does not comply with applicable law. Franchisee shall have all such forms provided to it by Franchisor reviewed by its legal counsel, and revised to conform such form to applicable law. Franchisee further agrees to submit to Franchisor as soon as practicable all forms revised pursuant to this Section.
• 1. Human Resource Services. Franchisee acknowledges and agrees that Franchisee's CARING SENIOR SERVICE® Franchised Business is independently owned and operated by Franchisee, and any references to Franchisor (whether referred to as Caring Senior Service, our, us, we, the Company, or otherwise) when providing Franchisee certain human resources and/or employment training or services means that these are Franchisor's practices. It does not mean that they are Franchisee's or system franchisees' practices, nor are they required to be. Even though Franchisor may provide Franchisee general information related to Franchisee employment decisions, Franchisee is the employer, and Franchisee will, at all times, have sole responsibility for making all employment-related decisions.

Franchisee acknowledges and agrees that the human resources and/or employment training services that Franchisor provides are only examples and ideas which Franchisee may use when developing Franchisee's own policies, and Franchisor makes no assurances or representations that the information Franchisor provides Franchisee complies with Franchisee's state's laws. Franchisee also understand that Franchisor has no obligation to provide Franchisee updates regarding changes in any labor or employment laws; and

that it is Franchisee's sole responsibility to make sure that Franchisee's employment and employee-related policies and practices are compliant with all state and federal laws.

Franchisee acknowledges and agrees that Franchisee will do all of the following:

• a) Post a notice at Franchisee's Franchised Business location that states the name of Franchisee's entity and that clearly states that Franchisee is independently owned and operated.
• b) Ensure that all forms used by Franchisee in connection with the Franchised Business also include the name of Franchisee's entity and that each form clearly states that Franchisee is independently owned and operated.
• c) Include in Franchisee's orientation or new-hire information a statement that says, "[Employee Name] are employee of [Name of Franchisee's Entity]. [Employee Name] is not an employee of Caring Senior Service Franchise Partnership, L.P." (This information can be included in the employee handbook. The handbook must have an acknowledgment page that is signed by the employee.)
• d) Review W-2 forms filled out by employees to ensure that employees list the name of Franchisee's entity as the employer, not Franchisor.
• e) List the name of Franchisee's entity, and not Franchisor's, on Franchisee's checks, whether payroll or otherwise.

Franchisor may also elect to provide human resource services to Franchisee in addition to any training or suggested practices, including, but not limited to, assisting and aiding Franchisee to solicit and advertise for employees and interviewing potential employees (collectively "Human Resource Services").

Source: Item 23 — RECEIPTS (FDD pages 53–204)