1.    The Sponsor hereby agrees to support the Foundation and Foundation agrees to provide the Sponsor with services (the “Services”) consisting of:

a.    Acceptance of grant applications for consideration; and in doing so, providing Sponsor with an additional method of payment for Sponsor’s Clients; and

b.    Pay Sponsor directly the grant monies following assignment by grantee, and completion of treatment; and

c.    List the Sponsor’s name, the names of their attending Veterinarian(s) and their specialty, location and contact information within Foundation’s database; and

d.    Refer any potential clients to Sponsor’s practice should the potential client .be seeking treatment provided by Sponsor in  their geographical area; and

e.    Provide a Donation Receipt for all Sponsorship monies paid for tax deductible purposes; and

f.    Provide additional Donation Receipts for any Sponsorships gained as a direct result of referral by the Sponsor.

Term of Agreement

2.  The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect for 12 months, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be renewed by mutual written agreement of the Parties.

Performance

3.  The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

4.  Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

Sponsorship Donation

5.  As required by this Agreement, the Sponsor will provide a non-refundable donation (the “Sponsorship Donation”) to the Foundation of $1,800.00 per year, for General Practice location, or $2,400.00 per year for Emergency, Specialty, or 24 hour or overnight practice location, or $3,000.00 per year for Rescue Organizations location.  (Please see below to enter your number of locations).  It is specifically understood that Sponsor Donations may be used in part by the Foundation for operating costs.

a. The Sponsorship Donation will be payable, while this Agreement is in force, according to the following payment terms:

b.  Due upon execution of agreement and renewable on an annual basis.

No Additional Donation

6.  The Foundation understands that the Sponsorship Donation as provided in this Agreement will constitute the full and exclusive monetary contribution required and shall permit the Foundation to provide for all services performed by the Foundation and for the performance of all the Foundation’s promises and obligations under this Agreement.

Provision of Documents Required to Process Applications

7.  The Sponsor agrees to provide, for the use of the Foundation in providing the Services, the following extras:

a.    Medical Records; and

b.    Treatment plan; and

c.    Estimated cost of total treatment; and

d.    Denial letter from your current funding source; and

e.    Client’s contact information; and

f.    Client’s basic financial information;

g.    Copy of Client’s State issued identification.

Reimbursement of Expenses

7.  The Foundation shall not charge any processing fees or discount benefit amounts approved, nor shall Foundation be reimbursed for expenses incurred by the Foundation in connection with providing the Services of this Agreement.

Payment Penalties

8.  No late payment penalty will be charged if the Sponsor does not comply with the payment dates of Sponsorship Fees provided in this Agreement.

Performance by Foundation

9.  The Foundation will do everything that they are able to approve grant applications within thirty (30) – sixty (60) minutes, and process approved grant payments in a timely manner, which is normally within fourteen (14) days of completion of treatment.  No performance penalty will be charged if the Foundation does not perform the Services within the time frame provided by this Agreement.  Invoices submitted in excess of approved amounts will result in delays.

Confidentiality

10.  Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Sponsor, the Foundation, the Sponsor’s relationship with the Foundation, or the Sponsor’s client/patient which would reasonably be considered to be proprietary to the Foundation, Sponsor and their client(s), including, but not limited to, accounting records, business processes, and client/patient records and that is not generally accepted in Veterinary Practice and where the release of that Confidential Information could reasonably be expected to cause harm to the Foundation, Sponsor or their Client.(s).

The Foundation agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Foundation has obtained, except as authorized by the Sponsor or its Client(s).  This obligation will survive indefinitely upon termination of this Agreement.

All written and oral information and material disclosed or provided by the Sponsor to the Foundation under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Foundation.

Ownership of Materials and Intellectual Property

11.  All intellectual property and related material (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the property of the Foundation. The Sponsor is granted a non-exclusive limited-use license of this Intellectual Property.

Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Foundation.

Return of Property

12.  Upon the expiry or termination of this Agreement, the Foundation will return to the Sponsor any property, documentation, records, or Confidential Information which is the property of the Sponsor, except where required by Law.

Notice

13.  All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:

a.   Your Information from below

b.    The Dr. Steve Abrams Memorial Foundation – PetSavers, Inc.
4022 East Greenway Rd., Suite 11-310
Phoenix, Arizona, 85032
Phone: 480.442.2511
Fax: 818.462.9200
Email: [email protected]

or to such other address as any Party may from time to time notify the other.

Indemnification

14.  Each Party to this Agreement will indemnify and hold harmless the other Party, as permitted by law, from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever to the extent that any of the foregoing is directly or proximately caused by the negligent or willful acts or omissions of the indemnifying Party or its agents or representatives and which result from or arise out of the indemnifying Party’s participation in this Agreement. This indemnification will survive the termination of this Agreement.

Limitation of Liability

15.  It is understood and agreed that the Foundation will not be liable to the Sponsor, or any agent or associate of the Sponsor, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement.

Additional Clauses

16.  The Dr. Steve Abrams Memorial Foundation – PetSavers, Inc. makes no guarantee relative to the approval of grantee’s application, however, we promise to do our best to help your patients on a case-by-case basis.  Should the Foundation provide an approval and later discover that information provided by the pet owner was inaccurate or fraudulent in nature, our recourse shall then be against the pet owner exclusively.  Likewise, should the Foundation later discover that any information provided by the Sponsor be found to be inaccurate or fraudulent in nature, our recourse shall then be against the Sponsor.

It is further understood and agreed that the Sponsor shall derive no compensation for becoming a Sponsor, and as such, all Sponsor Fees are considered as donations pursuant to Section 501 (c)(3) of the Internal Revenue Code.

Dispute Resolution

17.  In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Arizona. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Arizona.

Modification of Agreement

18.  Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence

19.  Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

20.  The Foundation will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Sponsor.

Inurement

21.  This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

Titles/Headings

22.  Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender:  Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

23.  It is the intention of the Parties to this Agreement, that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Arizona, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

24.  In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

25.  The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Entire Agreement

26.  It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.