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Recitals

Practice is a licensed veterinary practice. VV is a veterinarian buying group. Practice desires to join VV to use VV as its preferred group purchasing organization and VV desires to add Practice to its buying group.

Agreement

In consideration of the mutual covenants and agreements hereinafter set forth, parties agree:

1. VerticalVet Membership.The VV annual membership fee is $300.00.
   1. For all practices that sign up, the VV membership is free through July 1st, 2019!
   2. For those practices that become a VV member and are not currently using VVR (VerticalVet Reminder Services), VV will contact those practices to schedule a free VVR Performance Review to demonstrate VVRs value to the practice ($795 value - no charge).
   3. The annual membership fee of $300.00 is charged to cover VV administration expenses. VV maintains the right to escrow vendor rebates up to the annual membership fee and to modify said membership fee annually.
2. VerticalVet Program Benefits. VV negotiates with manufacturers, providers, and suppliers (“Providers”) of medications, foods, sundry items, and services, including medical and business focused continuing education programs, to secure Benefits that, when possible, meet or exceed those offered to other buying groups or individual practices. Benefits are listed in detail on VV’s website, www.verticalvet.com, and that list is updated as additional Benefits are added. VV members are not required to make minimum purchases to participate.
   1. When rebates are issued, VV will administer, collect and pay Practice the rebates it qualifies for. If $50.00 in rebates accrue in any quarter (“Accrued Rebates”) they will be paid to Practice, at Practice’s request, at the quarter’s end. If Accrued Rebates do not total $50.00 or more in a quarter, they will be added to Practice’s VV account and carried over. Any Accrued Rebate balance at the end of an annual term will offset Practice’s annual VV membership fee.
3. Conditions. The following are conditions of membership: (i) Practice is not required to withdraw from other veterinarian buying groups (“VBGs”) to be a member of VV; (ii) Benefits secured by VV may replace or exceed the benefits offered by other VBGs; but this is not guaranteed for each Benefit offered; (iii) Practice must retain its license to practice veterinary medicine or it will be automatically removed from membership; (iv) Practice authorizes VV to share its identifying information with Providers to the extent necessary to set up and demonstrate Practice’s authority to purchase and use the Benefits offered; and (v) by executing the VV agreement, Practice acknowledges that VV is Practice’s primary veterinary buying group and will be recognized as such with participating VV vendors.
4. Confidentiality. The parties acknowledge that the existence of this Agreement, all information related to it, and anything conspicuously marked confidential is confidential and proprietary (“Confidential Information”). Confidential information shall not be disclosed for any purpose not related to the purpose of this agreement without the prior written consent of the other party. Confidential information is not: (1) information that s or publicly becomes known through no fault of a party hereto; (2) information received from a third party authorized to disclose it; (3) information developed independently by a party; or (4) information a party is required to disclose by government authority or a court of competent jurisdiction.
5. Representations and Warranties. Each party represents and warrants that it is authorized to enter into this Agreement, that they will carry out its terms promptly and professionally, and that they will comply with all applicable laws and regulations.
6. Independent. The parties are independent entities. Nothing in the Agreement is intended create an agency, partnership, joint venture, or fiduciary relationship between the parties and neither party has the authority to act for or on behalf of the other except as provided in the Agreement.
7. Term. This Agreement begins on the Effective Date and ends on July 1st, 2019 (the “Term”). The Agreement automatically renews for an annual term upon the conclusion of the prior Term and payment of the $300.00 annual membership fee. The Agreement automatically renews for an annual term upon conclusion of the prior Term and payment of the $300.00 annual membership fee. Practice may terminate this Agreement at any time, but no portion of the annual membership fee is refundable. VV may terminate this Agreement if Practice loses its license to practice veterinary medicine.
8. Notice. Notice required or permitted in the Agreement shall be in writing and sent by electronic mail, subject to confirmation receipt requested to VV’s ‘Contact Us’ email address provided at www.verticalvet.com and to Practice’s email address provided during online registration. All such notice shall be deemed received the following business day from the date it was sent.
9. General. The Agreement constitutes the entire understanding of the parties and supersedes all prior communications and understandings. It may only be amended in a writing executed by both parties. Practice may not assign it without the written consent of VV. The Agreement shall be governed and construed under the laws of the state of Ohio. Any dispute regarding the Agreement shall take place in the state or district courts of Franklin County, Ohio. If any provision is found invalid or unenforceable by a court of authority, the remaining provisions are valid.
10. Execution. This Agreement, by its presence on the website is executed by VV and becomes a binding Agreement when Practice accepts it and completes their registration.