1. Definitions.
Service Fee: $750 Services Credit: $2000
Mare Rental: $2400 Purchase Price: $1350
Initial Boarding: $10 /day Extended Boarding: $20 /day
Handling Charge: $50
2. Embryo Transfer; Owner Responsibilities. From and after the Effective Date (as set forth below) through no later than December 1 of the year in which the Effective Date occurs (“Termination Date”), Owner/Owner’s veterinarian will attempt to recover embryo(s) from Donor Mare for shipment to KCEVS, at Owner’s risk and cost, and KCEVS shall evaluate the embryo and implant apparently healthy embryo into the uterus of a mare (“Recipient Mare”) prepared and owned by KCEVS. Owner shall (i) provide notice to KCEVS on the first day of the Donor Mare’s heat and on the day of ovulation so that a suitable Recipient Mare can be prepared; (ii) advise KCEVS of the proposed method and time of delivery of the embryo and whether multiple ovulations have been detected; and (iii) provide notice to KCEVS on the day of embryo recovery and advise KCEVS of the results, regardless of the success or failure of embryo recovery. In the event of successful foaling, Owner shall be responsible for registration and blood-typing of the resultant foal.
3. KCEVS Services and Fees. Upon execution hereof, Owner shall pay to KCEVS the non-refundable Service Fee in consideration of the following services (“Services”) through the Termination Date: (i) Recipient Mare preparation; (ii) embryo evaluation and transfer; (iii) ultrasound pregnancy detection; and (iv) maintenance and veterinary care of the Recipient Mare through the first thirty (30) days of gestation.
4. Recipient Mare Lease. Upon a Recipient Mare’s reaching thirty (30) days’ gestation with a viable pregnancy, Owner shall lease the Recipient Mare from KCEVS for the Mare Rental covering the remainder of the gestation period and for an additional six (6) months after foaling. The Mare Rental shall be due and payable within ten (10) days following written notice by KCEVS of the attainment of 30 days’ gestation. Owner shall return the Recipient Mare to KCEVS in good health and condition within 6 months following foaling, in failure of which Owner shall be deemed to have purchased the Recipient Mare and shall pay to KCEVS the Purchase Price. Owner is responsible for and shall pay all veterinary expenses of the Recipient Mare incurred after thirty (30) days of gestation.
5. Boarding. Commencing on, and at any time after the thirty-first (31st) day of gestation, Owner shall pay to KCEVS the Initial Boarding fee. Owner is encouraged, but is not required to remove, and KCEVS shall be entitled in its discretion and for any reason, to request removal of the Recipient Mare from KCEVS facilities after thirty (30) days of
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gestation. Commencing thirty (30) days after written request by KCEVS for removal, boarding fees for the Recipient Mare will be increased to the Extended Boarding fee. Owner shall provide three (3) business days’ notice to KCEVS prior to removal of the Recipient Mare to allow for processing and paperwork. Owner shall pay to KCEVS the Handling Charge for any pickup or delivery of the Recipient Mare that occurs other than during regular business hours (8:00 a.m. to 5:00 p.m., Monday – Friday). Owner shall bear all risk of loss in transit and all transportation expenses and shall indemnify and hold KCEVS harmless with respect to said losses and risks. Prior to release of the Recipient Mare for shipment, all fees and expenses due KCEVS shall be paid in full, and Owner hereby grants a security interest, and KCEVS hereby reserves a lien, in and to the Recipient Mare and fetus for the amount of fees and expenses due KCEVS hereunder.
6. No Warranty. Owner understands and agrees that many factors affect successful embryo recovery and/or implantation and that, although KCEVS shall use its best efforts to perform the Services, KCEVS does not guarantee or warrant successful implantation, pregnancy or birth of a live foal. Owner specifically agrees that:
(i) (a) if KCEVS is unable to recover an embryo from the Donor Mare, or (b) a pregnancy fails to result from transfer of an embryo into a Recipient Mare after four (4) attempts on or before the Termination Date, or (c) if Recipient Mare fails to achieve 30 days’ gestation prior to the Termination Date, then this Agreement shall terminate and neither Party shall have further obligation to the other; and
(ii) if a Recipient Mare fails to deliver a live foal after achieving 30 days’ gestation, all sums due KCEVS hereunder shall become due and payable and Owner’s exclusive remedy shall be limited to the Services Credit applicable to future embryo transfer expenses (Service Fee, Supplemental Fee, Mare Rental and Boarding Fees, but not including veterinary services), but only upon presentation by Owner of a letter from the examining veterinarian stating findings at the time of loss. For purposes hereof, a “live foal” shall mean a foal able to stand and nurse within 24 hours after birth.
7. Notices. All notices under this Agreement shall be in writing and shall be deemed given (i) upon delivery, if by hand, (ii) upon confirmation of successful transmission if by telecopy or email, or (iii) on the second business day following deposit into the U.S. mail, postage prepaid and addressed to the recipient at the address of said party as set forth herein.
8. Miscellaneous. This Agreement (i) constitutes the entire agreement of the Parties and supercedes all prior negotiations, representations and agreements of the Parties; (ii) shall be binding upon the Parties and their respective heirs, personal representatives, successors and assigns; (iii) shall not be amended except in writing signed by the Parties; and (iv) shall be governed by and construed in accordance with Louisiana law.
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