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

1. VerticalVet Membership.

   The VV annual membership fee is up to $895 ("Fee") for practices, held in escrow and applied against qualifying rebates, or $795 if paid up front. Practice who opt to pay up front must pay via Credit Card or ACH, annual payments will be recurring unless other notified. Credit Card payments will incur a 3% fee. Clinics that are compliant with our major vendor partners can receive compliance rebates that can net the membership fee down to $620/year, see Section 2. The Fee total cannot exceed $895, but fees for additional services may be assessed as provided in Section 3. Annual fees will be pro-rated at the half year, and renew each January 1st.
   
   
   1. Notwithstanding anything herein to the contrary, VV retains the right to modify (i) the Fee no more than annually upon written notice provided to Practice, including an opportunity to opt-out, and (ii) the payment schedule for Accrued Rebates. Practice may review Accrued Rebates by contacting VV at any time.
   
   
   2. Any VerticalVet member practice can participate in either of VV's Peer Share programs: The Platinum Program for Practice Managers or the VVOwn program for practice owners. Each member practice may have 1 representative join either program at no additional cost. Coding VerticalVet with MWI and Zoetis are required for participation in PeerShare. If a Practice desires to add additional Peer Share participants, Practice's Peer Share program fee increases by $300 per additional Peer Share participant. Information about the Peer Share program is available at: https://verticalvet.com/peershare/



2. Annual VerticalVet Compliance Membership Discount/Rebate:

   $25.00 for each compliance metric met
   1. Enrollment in VerticalVet with Antech
   2. Full-year Zoetis purchases exceeding $25,000
   3. Full-year MWI purchases exceeding $25,000
   4. Participation in VerticalVet Custom Campaigns
   5. Participation in VerticalVet PeerShare group



3. VV 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 Practice benefits ("Benefits") that, when possible, meet or exceed those offered by other GPOs. Vendor Partners are listed in detail on VV's website, www.verticalvet.com, and updated as vendors are added. Practices are not required to make minimum purchases to participate. The Fee, Platinum Fees, and Data Insights Fee are collectively the "Total Fee."
   
   
   1. VV administers, collects, and pays Practice Accrued Rebates annually. If Accrued Rebates total less than $25.00, they shall be applied to the following year's Fee. Practices should expect rebate payments sometime in quarter 2 of each year for the prior year's Practice Accrued Rebates.

1. Conditions.

   The following are conditions of membership:
   1. Practice is not required to withdraw from any other GPO to be a member of VV, however, Practice must be coded "Preferred VerticalVet" by VV's major vendor partners and any partner that overlap with the Practice's other GPO. These vendors include but are not limited to MWI Animal Heath, Antech Diagnostics, Zoetis, Royal Canin, Vetsource and Purina.
   
   
   2. Benefits secured by VV may exceed benefits offered by other GPOs; but this is not guaranteed for each Benefit offered;
   
   
   3. Practice must retain its license to practice veterinary medicine, or its membership shall be automatically terminated;
   
   
   4. 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;
   
   
   5. By executing this VV agreement, Practice acknowledges that VV is Practice's preferred GPO and will be recognized as such with participating VV vendors;
   
   
   6. Practice authorizes VV and its manufacturing, distribution, and other vendor partners to share general sales information related to Practice's purchasing activity with VV. This information will be used solely to assist Practice in maximizing its benefits through VV offerings, including achieving rebate, sales, promotional goals and custom vendor campaigns.
   
   
   7. Members must be active and in good standing at the time of rebate distribution to be eligible to receive any accrued rebates. In the event a Member terminates participation, withdraws, or is otherwise no longer active prior to the distribution of rebates, all unpaid or accrued rebates shall be forfeited.



2. 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 unrelated to this agreement without the prior written consent of the other party. Confidential information is not: (i) information that publicly becomes known through no fault of a party hereto; (ii) information received from a third party authorized to disclose it; (iii) information developed independently by a party; or (iv) information a party is required to disclose by government authority or a court of competent jurisdiction.



3. 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.



4. Independent Parties.

   The parties are independent entities. Nothing in the Agreement is intended to 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.



5. Term.

   This Agreement begins on the Effective Date, continues through the calendar year, and automatically renews for subsequent annual terms upon conclusion of the prior Term. Practice or VV may terminate this Agreement at any time, but no portion of any annual Fee is refundable.



6. 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.



7. General.

   This 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.



8. 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.