Agency–Intended Parent Services Agreement (BC) v1.1 / 2026-02-08

Agency–Intended Parent Services Agreement (BC) v1.1 / 2026-02-08

This Agency–Intended Parent Services Agreement (the “Agreement”) is between True Match Surrogacy Ltd. (the "Agency") or ("TMS"), a business incorporated under the laws of the Province of British Columbia, with a mailing address of PO Box 21077, 2271 Harvey Avenue, Kelowna, BC, V1Y 9N8 and the intended parent(s) named below.

Intended Parent #1


Identity Verification

Please provide scanned or photographed copies of two valid government issued photo ID:

1) Passport, or

2) Driver's License (both sides), or

3) Medical / Health Services Card (both sides)


Intended Parent #2


Identity Verification

Please provide scanned or photographed copies of two valid government issued photo ID:

1) Passport, or

2) Driver's License (both sides), or

3) Medical / Health Services Card (both sides)


Collectively, the above named person(s) are the “Intended Parent(s)” or “Client(s)”.

Collectively, the Intended Parent(s) and True Match Surrogacy Ltd. are the “Parties” and individually a “Party”.

PURPOSE AND NATURE OF RELATIONSHIP

1.1 The Intended Parent(s) wish to pursue an altruistic surrogacy arrangement and may seek to connect with a potential surrogate through the TMS platform and related administrative, educational, and support services. TMS provides administrative support services, educational resources, and a private members’ platform that may allow Intended Parent(s) and potential surrogates to make self-directed introductions. TMS does not provide legal services or medical services and is not a party to any agreement between the Intended Parent(s) and any surrogate.

1.2 NO AGENCY / NO FIDUCIARY. The Parties acknowledge and agree that TMS does not act as an agent, representative, fiduciary, or legal guardian for the Intended Parent(s) or for any surrogate. TMS does not have authority to bind the Intended Parent(s) or any surrogate, and does not control any medical, legal, or personal decisions made by any intended parent, surrogate, clinic, physician, counsellor, lawyer, or other third party.

1.3 SELF-DIRECTED DECISIONS. Any decision to communicate, meet, collaborate, or proceed with assisted reproduction is made solely and independently by the Intended Parent(s) and the surrogate (and, if applicable, the surrogate’s spouse/partner), with advice from their own medical and legal professionals.

DEFINITIONS

“AHRA” means the Assisted Human Reproduction Act, S.C. 2004, c. 2, as amended.

“Reimbursement Regulations” means the Reimbursement Related to Assisted Human Reproduction Regulations, SOR/2019-193, as amended.

“BC Family Law Act” means the Family Law Act, S.B.C. 2011, c. 25, as amended.

“Match” / “Self-Match” means a situation where the Intended Parent(s) and a potential surrogate mutually indicate that they wish to explore proceeding together and communicate directly (with or without TMS administrative support).

“Match Date” means the date on which a Self-Match occurs.

“Surrogate” means a woman who agrees to carry a child for the Intended Parent(s) as part of an altruistic surrogacy arrangement. The Surrogate may have a spouse/partner.

“Surrogacy Agreement” means a separate written agreement between the Intended Parent(s) and the Surrogate (and, if applicable, the Surrogate’s spouse/partner) addressing the terms of their surrogacy arrangement, including reimbursement of expenses, informed consent, dispute processes, and the parties’ intentions regarding parentage, as applicable to the province/territory of birth.

“Platform” means TMS’s members’ website, profile system, communications tools, forms, and related administrative processes.

“Services” means the services described in Section 4 and Schedule 1.

“Fees” means the non-refundable fees described in Section 6 and Schedule 2.

“Escrow/Seed Trust Account” means an account established and administered by a third-party service provider (or lawyer/notary) for the purpose of holding funds used solely for reimbursements and other authorized surrogacy-related disbursements in compliance with applicable law and the Surrogacy Agreement.

LEGAL COMPLIANCE (CANADA AND BRITISH COLUMBIA)

3.1 Altruistic Surrogacy Only. The Parties acknowledge that commercial surrogacy is prohibited in Canada. TMS will not pay, offer to pay, or advertise payment to a woman to be a surrogate, and TMS will not provide any monetary incentive for surrogate recruitment.

3.2 No Consideration for Arranging Surrogacy. The Parties acknowledge that the AHRA prohibits accepting consideration for arranging the services of a surrogate. The Intended Parent(s) acknowledge and agree that any Fees paid to TMS are for administrative, educational, and support services, including access to the Platform and TMS’s time and operational costs, and are not paid in exchange for procuring, securing, guaranteeing, or arranging a surrogate. No term of this Agreement shall be interpreted or applied in a manner that violates the AHRA or any applicable regulations.

3.3 Expense Reimbursement Compliance. Any reimbursement to a Surrogate (or others, where permitted) must comply with the AHRA and the Reimbursement Regulations, including (as applicable) receipted expenses and required written certification for reimbursement of lost work-related income. TMS may, upon request, provide escrow fund management services in accordance with the Assisted Human Reproduction Act (AHRA) and the applicable Reimbursement Regulations, and in conjunction with the parties’ surrogacy agreement. However, the Intended Parent(s) acknowledge and agree that they are solely responsible for obtaining independent legal advice to ensure that all reimbursements and payments comply with the AHRA and its Regulations.

3.4 Parentage and Province of Birth. Parentage is determined by the laws of the province/territory where the child is born and/or where court proceedings may be brought. If the child is born in British Columbia, the BC Family Law Act contains provisions addressing parentage in assisted reproduction and surrogacy arrangements. TMS does not provide legal advice regarding parentage and the Intended Parent(s) must retain independent legal counsel experienced in assisted reproduction and surrogacy law in the relevant jurisdiction(s).

3.5 Mandatory Independent Legal Advice (“ILA”). TMS requires (and the Intended Parent(s) agree) that prior to any embryo transfer, the Intended Parent(s) will retain their own lawyer and the Surrogate will retain her own separate lawyer to provide independent legal advice and to negotiate, finalize, and execute the Surrogacy Agreement, unless the applicable jurisdiction’s law permits otherwise and independent counsel confirms in writing that ILA is not required in the circumstances. TMS does not receive referral fees from lawyers or other professionals.

TRUE MATCH SURROGACY LTD - SERVICES

4.1 Scope. During the Membership Period (Section 5), TMS will provide the Services described in Schedule 1. Services may include: intake and onboarding; profile creation support; access to the Platform; educational resources; referrals to third-party professionals; and, where requested, administrative coordination and communications support.

4.2 No Medical or Legal Services. TMS does not provide medical assessment, diagnosis, treatment, or counselling. TMS does not provide legal advice, draft legal agreements for the Intended Parent(s) or Surrogate, or represent any Party in legal proceedings. Any medical or legal information provided by TMS is general information only and not a substitute for independent professional advice.

4.3 Third-Party Providers. TMS may provide referrals to IVF clinics, counsellors, insurance brokers, escrow providers, and lawyers. All third-party providers are independent, and the Intended Parent(s) contract directly with them. TMS is not responsible for third-party acts or omissions.

4.4 No Guarantee. TMS does not guarantee that the Intended Parent(s) will find a Surrogate, that any Surrogate will proceed, that an embryo transfer will occur, that pregnancy will result, or that any pregnancy will result in a healthy child or a live birth.

MEMBERSHIP PERIOD; PAUSE; ARCHIVING

5.1 Membership Period. Membership begins on the Date of Agreement and continues until the earliest of: (a) completion of Services following a live birth (as described in Schedule 1); (b) termination under Section 8; or (c) mutual written termination by the Parties.

5.2 Pause. The Intended Parent(s) may request that membership be placed on pause. While paused, Platform access may be limited and active support services may be suspended. Any pause does not create a right to a refund.

5.3 Responsiveness and Archiving. The Intended Parent(s) agree to respond to TMS communications within 14 days where a response is reasonably required to progress Services. If no response is received within 30 days, TMS may archive the Intended Parent(s) account and pause Services until the Intended Parent(s) re-engage in writing.

FEES, TAXES, AND PAYMENT TERMS

6.1 Fees. The Intended Parent(s) will pay the Fees set out in Schedule 2. Fees are payable upon signing unless otherwise stated in Schedule 2.

6.2 Non-Refundable Nature of Fees. Because TMS incurs operational costs and provides access and services immediately upon onboarding, Fees are generally non-refundable except as expressly set out in Section 8. Nothing in this Agreement limits any statutory rights that cannot be waived.

6.3 Taxes. Applicable taxes (including GST where required) will be added based on the Intended Parent(s)’ residency and applicable law.

6.4 No Fee for Surrogate / No Fee Sharing. No portion of TMS Fees is paid to a Surrogate. TMS does not share Fees with Surrogates or pay recruitment incentives.

INTENDED PARENT(S) RESPONSIBILITIES

7.1 Accurate Information. The Intended Parent(s) warrant that all information provided to TMS is true, accurate, and not misleading. The Intended Parent(s) will promptly update TMS if material information changes.

7.2 Professional Conduct. The Intended Parent(s) will communicate respectfully with TMS staff, potential surrogates, and all professionals involved.

7.3 Multi-Agency Disclosure. The Intended Parent(s) must provide written notice to TMS if they are working with more than one agency or more than one surrogate at any time.

7.4 Clinic and Screening Timelines. After a Self-Match, the Intended Parent(s) agree to use reasonable efforts to proceed with clinic screening and embryo transfer planning in a timely manner, subject to medical advice, clinic scheduling, Surrogate circumstances, and legal readiness.

7.5 Escrow Funding. Where an Escrow/Seed Trust Account is used, the Intended Parent(s) agree to fund it in accordance with advice from their fertility lawyer and the Surrogacy Agreement. TMS may recommend maintaining a minimum balance, but the Intended Parent(s) acknowledge that the appropriate amount is fact-specific and must be determined with legal and financial advice.

TERMINATION; SAFETY; LIMITED REFUND PROCESS

8.1 Termination by Intended Parent(s). The Intended Parent(s) may terminate this Agreement at any time by written notice. Fees remain non-refundable except where Section 8.4 applies or where TMS agrees in writing to a discretionary partial refund.

8.2 Termination by TMS for Cause. TMS may terminate this Agreement for cause if the Intended Parent(s): (a) materially breach this Agreement and fail to cure within 10 days of written notice; (b) engage in harassing, threatening, discriminatory, or defamatory conduct toward TMS staff or any surrogate; (c) create a credible safety risk to a surrogate; or (d) provide materially false or unlawful information.

8.3 Immediate Suspension for Safety. Where TMS reasonably believes there is an urgent safety risk to any person, TMS may immediately suspend Services and Platform access while investigating. TMS will provide written notice of the suspension and, where appropriate, an opportunity to respond.

8.4 Limited Refund Where TMS Terminates Without Cause. If TMS terminates this Agreement without cause (for reasons not attributable to the Intended Parent(s)), TMS will refund the pro-rated portion of Fees corresponding to Services not yet reasonably provided, less any non-recoverable onboarding and administrative costs disclosed in Schedule 2.

PRIVACY; CONFIDENTIALITY; PLATFORM USE

9.1 Privacy Law. TMS collects, uses, and discloses personal information in accordance with British Columbia’s Personal Information Protection Act (“PIPA”) and, where applicable, federal privacy law. TMS will provide a privacy notice describing categories of information collected (including IP address and platform logs), purposes, retention, and the Intended Parent(s)’ rights.

9.2 Confidentiality. The Intended Parent(s) must keep all surrogate profile information strictly confidential and use it solely for the purpose of pursuing surrogacy in accordance with this Agreement. The Intended Parent(s) must not copy, screenshot, forward, publish, or share surrogate profiles or communications except with the surrogate’s express written consent or as required by law.

9.3 Platform Security. The Intended Parent(s) must keep login credentials secure and must immediately notify TMS of any suspected unauthorized access.

DISCLAIMER; LIMITATION OF LIABILITY; ASSUMPTION OF RISK

10.1 Assumption of Risk. The Intended Parent(s) acknowledge that assisted reproduction and surrogacy may involve medical, psychological, legal, financial, and relational risks, including failed cycles, miscarriage, pregnancy complications, disagreement between parties, and legal uncertainty in cross-border or interprovincial situations.

10.2 Limitation of Liability (to the fullest extent permitted by law). Except for liability that cannot be excluded by law, TMS will not be liable for indirect, special, consequential, exemplary, or punitive damages. To the fullest extent permitted by law, TMS’s total aggregate liability arising from or related to this Agreement will not exceed the Fees actually paid to TMS under this Agreement.

10.3 No Warranty as to Outcomes. TMS disclaims all warranties, express or implied, regarding: availability or suitability of any surrogate; medical outcomes; legal outcomes; enforceability of any Surrogacy Agreement; or decisions made by any surrogate or third party.

RELEASE AND INDEMNITY

11.1 Release. To the fullest extent permitted by law, the Intended Parent(s) release TMS, its directors, officers, employees, and contractors from claims arising from: (a) decisions made by the Intended Parent(s) or any surrogate; (b) acts or omissions of independent third parties; and (c) inherent risks of assisted reproduction and surrogacy, except to the extent caused by TMS’s gross negligence or wilful misconduct.

11.2 Indemnity. The Intended Parent(s) will indemnify and hold harmless TMS from third-party claims, losses, damages, liabilities, costs, and reasonable legal fees arising from the Intended Parent(s)’ breach of this Agreement, unlawful conduct, defamation, harassment, misuse of Platform content, or non-compliant reimbursement practices, except to the extent caused by TMS’s gross negligence or wilful misconduct.

11.3 Independent Legal Advice Acknowledgment. The Intended Parent(s) acknowledge that this Agreement includes provisions that limit legal rights (including release and limitation of liability) and confirm that they have had the opportunity to obtain independent legal advice.

DISPUTE RESOLUTION

12.1 Good Faith Resolution. The Parties will attempt to resolve disputes in good faith through written notice and senior-level discussion.

12.2 Mediation. If not resolved within 30 days, either Party may require mediation in British Columbia (unless the Parties agree otherwise) with a mutually agreed mediator. Each Party will bear its own costs and share the mediator’s fees equally, unless otherwise agreed.

12.3 Court Proceedings. Nothing prevents a Party from seeking urgent injunctive relief to protect safety, confidentiality, or intellectual property rights.

GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement (including schedules) constitutes the entire agreement between the Parties regarding TMS Services and supersedes prior discussions.

13.2 Amendments. Any amendment must be in writing and signed by all Parties.

13.3 Severability. If any provision is found invalid or unenforceable, it will be severed and the remainder will remain in effect.

13.4 Assignment. The Intended Parent(s) may not assign this Agreement without TMS’s written consent. TMS may assign this Agreement in connection with a corporate restructuring or sale of substantially all assets, subject to privacy law.

13.5 Notices. Notices must be provided by email and/or courier to the addresses above (or updated in writing). Email is deemed received on the next business day after sending, unless a delivery failure notice is received.

13.6 Governing Law. This Agreement is governed by the laws of British Columbia and the federal laws of Canada applicable therein. The Parties attorn to the exclusive jurisdiction of the courts of British Columbia.

13.7 Counterparts and Electronic Signature. This Agreement may be executed in counterparts and delivered by electronic signature, each of which is deemed an original.

SCHEDULE 1 – DESCRIPTION OF SERVICES

The Services described below are administrative, educational, and support services. They do not include the provision of legal advice or medical services. TMS may adjust the sequence of Services depending on circumstances and availability.

A. Phase 1 – Onboarding and Registration

• Review of Intended Parent(s) application and onboarding documentation.
• Introductory consultation regarding process overview and anticipated cost categories.
• Orientation to Platform, privacy expectations, and confidentiality requirements.
• Referrals to fertility clinic(s), where requested, and referral to fertility lawyer(s) for independent legal advice.

B. Phase 2 – Pre–Surrogacy Agreement Support (Self-Directed Connection Stage)

• Profile assistance and administrative support for posting/maintaining Intended Parent(s) profile on the Platform.
• Access to Platform to review potential surrogate profiles and exchange introductory communications where permitted by Platform rules.
• Educational resources regarding Canadian legal framework (altruistic surrogacy), reimbursement documentation expectations, and common process steps.
• Upon Self-Match: referral lists for clinics, counsellors, insurance brokers, and legal counsel; administrative coordination assistance on request (e.g., scheduling calls, sharing checklists).
• Optional: support to set up an Escrow/Seed Trust Account with an independent provider for reimbursement administration, if requested and if appropriate.

C. Phase 3 – Post–Surrogacy Agreement Support (Journey Support Stage)

• Administrative coordination support with the clinic and parties, where requested, including reminders and logistics support, subject to distance and availability.
• Ongoing communications support (email/text/phone) as requested regarding process coordination and relationship support.
• Referrals for counselling/mediation resources if conflict arises.
• General informational updates relevant to Canadian surrogacy law and reimbursement compliance (non-legal advice).
• Administrative support regarding travel and lodging planning (where applicable), without acting as travel agent.

D. Exclusions

• TMS does not draft or negotiate the Surrogacy Agreement, provide legal advice, provide medical advice, or provide psychotherapy.
• TMS does not guarantee match, medical outcomes, pregnancy, or live birth.

SCHEDULE 2 – FEES AND PAYMENT

Standard Agency Fee: $25,000 CAD

Discount: ($0 CAD)

Taxes: $0

Sub-total: $25,000 CAD

Deposit: $2,500 CAD (refundable, conditions apply)

Total: $27,500 CAD

Notes:

a) Fees are charged for administrative, educational, and support services and Platform access, not for procuring or arranging a surrogate.

b) Fees are generally non-refundable except as expressly set out in Section 8.4.

c) Third-party costs (clinics, lawyers, counsellors, insurance, escrow provider fees, travel, medical costs, and surrogate expense reimbursements) are separate and are paid by the Intended Parent(s).

SCHEDULE 3 – EXPENSE REIMBURSEMENT COMPLIANCE SUMMARY (INFORMATION ONLY)

This Schedule is provided for general information only and is not legal advice. Reimbursement practices must comply with the AHRA and the Reimbursement Regulations, and the Intended Parent(s) must obtain independent legal advice. In general, reimbursements should be limited to reasonable, actual, and properly documented expenditures incurred in relation to the surrogacy, with receipts where required and written medical certification where required (e.g., for lost work-related income).

Examples of categories that may be reimbursable (subject to the Regulations and proper documentation) can include travel costs, meals, accommodation, parking, certain medical-related items, and other categories explicitly permitted by the Regulations. The existence of a category does not mean every expense is reimbursable; the expense must be reasonable, directly connected to the surrogacy, and properly supported.

SCHEDULE 4 – PRIVACY NOTICE (SUMMARY)

TMS collects personal information for the purposes of providing Services and operating the Platform, including identity verification, communications, profile hosting, and compliance with confidentiality and safety obligations. Information collected may include contact information, demographic information voluntarily provided, communications logs, platform usage data, and IP addresses.

TMS uses and discloses personal information only with consent or as permitted by law, and retains information only as long as reasonably necessary for the stated purposes and legal compliance. The Intended Parent(s) may request access to and correction of their personal information, subject to applicable exceptions.

Questions about privacy should be directed to the designated privacy contact: Marcel Beerkens, hello@truematchsurrogacy.ca

ADDENDUM - INTERNATIONAL INTENDED PARENT (IIP)

to the Intended Parent Services Agreement

This International Intended Parent Addendum (the “Addendum”) is entered into and forms part of the Intended Parent Services Agreement (the “Agreement”) between True Match Surrogacy Ltd. (“TMS”) and the Intended Parent(s). This Addendum applies where one or more Intended Parent(s) is not a Canadian citizen or permanent resident, or where the child is intended to reside outside Canada.

1. Purpose and Scope

This Addendum allocates risks and responsibilities associated with international surrogacy arrangements and cross-border parentage, citizenship, and immigration matters. Except as expressly modified by this Addendum, the Agreement remains unchanged and in full force and effect.

2. No Immigration or Citizenship Advice

The Intended Parent(s) acknowledge and agree that:

(a) TMS does not provide immigration, citizenship, nationality, passport, or consular advice or services;
(b) TMS makes no representations or guarantees regarding the citizenship, nationality, or immigration status of any child born through a surrogacy arrangement;
(c) All immigration, citizenship, passport, and travel outcomes are subject to the laws, policies, and practices of Canada and any foreign jurisdiction, which may change without notice.

3. Sole Responsibility of Intended Parent(s)

The Intended Parent(s) are solely responsible, at their own cost and expense, for:

(a) retaining qualified immigration and/or citizenship counsel in Canada and in their home country;
(b) obtaining all necessary travel documents, visas, passports, exit permits, and entry permits for the child;
(c) complying with all requirements of foreign embassies, consulates, and government authorities;
(d) any delays, denials, or additional requirements imposed by immigration or citizenship authorities.

4. Extended Stay in Canada

The Intended Parent(s) acknowledge that:

(a) the child may be required to remain in Canada for an extended or indeterminate period following birth;
(b) all costs associated with such extended stay, including accommodation, childcare, medical care, insurance, and living expenses, are the sole responsibility of the Intended Parent(s);
(c) TMS has no obligation to provide housing, care, supervision, placement, or guardianship for the child.

5. Recognition of Parentage Outside Canada

The Intended Parent(s) acknowledge that:

(a) determinations of parentage made in Canada may not be recognized or given effect in foreign jurisdictions;
(b) TMS makes no representations or warranties regarding recognition of parentage outside Canada;
(c) the Intended Parent(s) assume all risks associated with foreign non-recognition of Canadian parentage determinations.

6. Limitation of Role of TMS

The Intended Parent(s) agree that:

(a) TMS’s role is limited to providing services within Canada as described in the Agreement;
(b) TMS does not coordinate, manage, or oversee foreign legal, immigration, or governmental processes;
(c) any assistance provided by TMS in identifying professionals or sharing general information is non-binding and does not create any duty of care.

7. International Indemnity

To the fullest extent permitted by law, the Intended Parent(s) agree to indemnify and hold harmless TMS, its directors, officers, employees, and representatives from and against any and all claims, proceedings, losses, damages, costs, and expenses arising out of or relating to:

(a) immigration, citizenship, or nationality matters;
(b) recognition or non-recognition of parentage outside Canada;
(c) legal proceedings commenced in any jurisdiction outside Canada;
(d) any failure to obtain travel documentation or permission for the child to leave Canada.

8. Governing Law

This Addendum shall be governed by and construed in accordance with the laws governing the Agreement. In the event of any inconsistency between this Addendum and the Agreement, this Addendum shall prevail solely with respect to international matters.

Acknowledgement of Addendum

The Intended Parent(s) acknowledge that they have read and understood this Addendum, have had the opportunity to obtain independent legal advice, and agree to be bound by its terms.

EXECUTION

IN WITNESS WHEREOF the Parties named below have executed this Agreement as of the Date of Agreement.

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