This behavioral services agreement (this “Agreement”) is made as of the date last set forth below, by and between:
Helping Animals Lost and Orphaned LLC (d/b/a HALO K-9 Behavior) (the "Animal Behaviorist Associate Certified Applied Animal Behaviorist” or “Animal Behaviorist”), with an address 3346 Jasper Road, Xenia, OH, 45385.
Organization* assists in animal cruelty cases. (R1)
R2. In the event of an investigation or case, an agency has been given authority of the affected animals may give temporary custody and/or ownership of, or delegate authority over, such animals (the "Animals) to HALO.
Organization* currently has custody and legal ownership of the Animal listed in Exhibit A hereto (the “Placed Animal”), and has provided certain behavior treatments to the Placed Animal. (R3)
The Animal Behaviorist agrees to accept temproary custody of the Placed Animal and provide certain related services to the Organization* as described herein. (R4)
Placement: Organization* shall temporarily transfer care and custody, but not ownership, of the Place Animal to the Animal Behaviorist for the place Period specified in Exhbit A hereto. Such transfer shall be effective at such time as the Placed Animal is physically tranferred to the custody of the Animal Behaviorist. For the avoidance of doubt, the Animal Behaviorist acknowledges and agrees that the custody of placed Animal is not absolute but temporary and conditional only and is subject to termination upon demand as described in the Agreement. The Animal Behaviorist agrees to relinquish custody of Placed Animal to Organization* immediately upon request.
Care of Placed Animal.a. The Animal Behaviorist represents and warrants that it has adequate space and resources to house the Placed Animal humanely and hereby agrees that it will provide proper food, water, shelter, enrichment, and exercise for the Placed Animal during the Placement Period.b. The Animal Behaviorist shall not permit the placed Animal to be used for any improper or illegal purpose, including, but not limited to, any activities that are harmful or would severely compromise the Placed Animal’s quality of life. Without limiting the generality of the foregoing, the Animal Behaviorist shall not permit the Placed Animal to be used for any experimental purpose that is harmful or that could compromise the Placed Animal’s welfare and/or would allow the Placed Animal to be used for, or to be sold for use as, a commodity
Inspection of Premises. The Animal Behaviorist agrees that representative of Organization* will be allowed to inspect the premises in which the Placed Animal will be maintained or are maintained, from time to time, for the purpose of determining the suitability of those premises for the care and maintenance of the Placed Animal. The premise must be kept suitable for the Placed Animal. Animal Behaviorist shall not cause or maintain any conditions on the premises that presents any danger to the Placed Animal.
Securing Placed Animal(s). Animal Behaviors agrees to keep the Placed Animal indoors at all times unless the Placed Animal is contained by adequate fencing or secured on a leash under the care and supervision of the Animal Behaviorist. The Animal Behaviorist agrees that if other animals are at the premises, they will be kept up to date on all of their shots and vaccinations. The Animal Behaviorist further agrees to keep any other animals separated from the Placed Animal unless and until directed otherwise by Organization*. If permitted by Organization*, introduction of the Placed Animal to other animals must take place only under supervision. The Animal Behaviorist agrees that Organization* is not responsible for the Placed Animal injuries or otherwise harm by any other animal.
Law Enforcement-Related Issues. The Cooperating Party acknowledges that the Placed Animal is evidence in an opn and ongooinglegal action and, for that reason, the Cooperating Party agress to the the following steps:
a. Conduct regular visual monitoring of the condition of the Placed Animal and transmit photo documentation to Organization* immediately if there is a change to the Placed Animal warranting medical attention.
b. Retain originals of all documents related to the care and treatment of the Placed Animal (including but not limited to the medical records, if any) and promptly provide copies of all documents related to the care and treatment of the Placed Animal (including but not limited to medical records, if any) toOrganization* or the prosecutor in any legal action involving such Placed Animal (the “Prosecutor”) upon request and/or on such schedule as may be specified byOrganization* or Prosecutor.
c. Make the Placed Animal available to Organization* Primary Contact and/or Alternate Contact, and which may be modified from time to time.
d. Respond to requests from the Prosecutor for information regarding the Placed Animal and provide access upon request for inspection by Organization* for the Prosecutor, or to any other party as directed by any lawful court order.
Services.a. The Animal Behaviorist will conduct behavioral observation of the Placed Animal during the Placement Period and provide reports detailing the placed Animal’s condition and behavior toOrganization* Primary Contact and/or Alternate Contact, and which may be modified from time to time.
b. The Behavior Consultant will apply the behavioral treatment protocols that shall be conveyed to the Animal Behaviorist by Organization* Primary Contact and/or Alternate Contact, and which may be modified from time to time.
Veterinary Treatment.a. Generally. Organization* appropriate veterinary services to the Placed Animal prior to the Placed Animal’s transfer. The Animal Behaviorist shall immediately notify Organization*of any serious medical developments, including death, which may arise with regard to the Placed Animal.
b. Non-Emergency Treatment. If follow-up non-emergency veterinary care is needed, the Animal Behaviorist shall immediately notifyOrganization* and shall upon consent of Organization* obtain veterinary treatment for the Placed Animal by a licensed veterinarian.
c. Emergency Treatment. The Animal Behaviorist agrees that if the Placed Animal requires emergency veterinary care such that any delay of treatment by and/or transfer to a veterinarian could compromise the well-being of the Placed Animal, the Animal Behaviorist shall obtain emergency care from a licensed veterinarian and immediately contact the Primary Contact and/or Alternate Contact to notify them of the medical emergency and take further direction from Organization* as to the treatment of Placed Animal.
d. Record Sharing. The Animal Behaviorist shall provide Organization*with the name and contact information in the event that veterinary treatment (whether routine or emergency) is obtained for Placed Animal. The Animal Behaviorist shall provide copies of all document related to the care and treatment of the Placed Animal (including but not limited to the medical records, if any) to Organization* upon request and/or such schedule as may be specified by Organization*.
e. Humane Euthanasia. The Animal Behaviorist acknowledges and agrees that Organization* may determine that the Placed Animal has become ill or its behavior is sufficiently dangerous so as to warrant humane euthanasia. The Animal Behaviorist agrees not to allow the Placed Animal to be euthanized unless and until such euthanasia is authorized by Organization* and further agrees that, while Organization* will rely on information provided by the ACAAB, determination of euthanasia are in the sole discretion of Organization* .
f. Notice Information. All notices and documentation shall be directed to Organization* . In the event Primary Contact* is unavailable, aditional contacts are provided:
Fees. Organization* shall pay to Animal Behaviorist fifty dollars ($50.00) per day (the “Fees”) OR nonprofit 501 (c)(3) organization twenty-five dollars ($25.00) per day to provide the Services. Animal Behaviorist shall send toOrganization* weekly invoices, and Organization* shall pay fees to Animal Behaviorist wihtin thirty (30) days of receipt of each invoice.
Limitations on Transfers to Other Indiducal or Organizations. a. Subject to Section 6 of this agreement regarding veterinary care, the Animal Behaviorist may not transfer the Placed Animal to any other individual or Organization* prior written approval. b. The Animal Behaviorist may not adopt out or sell the Placed Animal under any circumstances.
Confidentiality. Consultant acknowledges and agrees that, except as set forth in Section 10(b) to this Agreement, the terms of this Agreement and all information provided to or in connection with Animal Behaviorist’s performance under this Agreement shall be considered confidential and proprietary (the “Confidential Information”) and shall not be disclosed to any third party without the prior written consent of Organization* . Confidential Information shall include, without limitation, the terms of this Agreement, including but not limited to any behavioral protocols, medical records, or other information related to the Placed Organization* processes, or procedures, strategies and targeting methods, statistics and all formulas and/or designs, and any other information provided pursuant to this Agreement.
Representations and Warranties.Each Party represents and warrants that it has the full power and authority to enter into and fully perform this Agreement. The Animal Behaviorist represents and warrants that the Animal Behaviorist will: (a) at all times comply with all applicable federal, state, local, and foreign laws; and (b) perform the services described in Section 5 in a professional manner consistent with industry standards.
Idemnification: Limitation of Liability.a. Organization* cannot guarantee the health or behavior of the Placed Animal. The Animal Behaviorist agrees that none of the Organization*, its past, present, and future officers, directors, agents, and employees shall be held responsible for any defects and/or illness that the Placed Animal may have or may develop and/or for any damage, injury, or death to any person or property which may be caused by the Placed Animal. The Animal Behaviorist agrees to release and indemnify and hold harmless each of the Organization* its past, present, future officers, directors , agents, and employees from and against any and all liability, claims, suits, actions, judgements, costs, fees, including reasonable attorney’s fees and damages for any damage or injury to any person or property which may be caused by the Placed Animal and/or arising out of and/or in connection with the Placed Animal.
b. The Animal Behaviorist accepts all risks related to the nature and behavior of the Placed Animal. The Animal Behaviorist acknowledges and agrees that Organization* has advised the Animal Behaviorist of past behavioral issues demonstrated by the Placed Animal, and the Animal Behaviorist assumes the risk of performing the services described in this Agreement with the knowledge of such behaviors. No party to this Agreement shall hold any other party to this Agreement, or is past, present, and future officers, directors, agents, and employees liable for any loss or expense, to include third party complaints or litigation, resulting from the actions or inaction of any other, so long as those actions or inactions do not include gross negligence or intentional misconduct. The Animal Behaviorist shall not attempt hold Organization*responsible for any illness or injury to the Placed Animal, nor for any damages which the Placed Animal may cause to any person or property, including transmission of any communicable disease to any animals owned and/or in the custody of the Animal Behaviorist.
Relationship of the Parties.The Parties agree that Animal Behaviorist is an independent contractor and not an employee, agent, or representative of Organization*. Animal Behaviorist understands it is responsible to pay required taxes related to is provision of the Services, that no workers compensation insurance shall be obtained by Organization* , on its behalf, and that Animal Behaviorist shall not be entitled to any of the benefits toOrganization* , employees (including but not limited to health care, retirement, or leave). This Agreement does not constitute a partnership, joint venture, agency, employee/employer, or any other similar relationship between Animal Behaviorist and OrganizationOrganization* . Animal Behaviorist shall not have the power to incur costs or liabilities for or on behalf of Organization* without prior or written consent of Organization* .
Binding Effect. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.Waiver. No waiver of default by any party hereto shall be implied from any omission by such party to take action in the event of any default by any other party. One or more waivers of any covenant, term, or condition of this Agreement by a party or parties of subsequent or similar acts by either of the parties. Amendment. This Agreement may only be amended or changed by a written instrument signed by the Party against whom the change is sought to be enforced. Captions. The captions and paragraph headings in this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original. Such counterparts together shall constitute a single Agreement. Choice of Law. This Agreement shall be governed by and construed according to the laws of the State of Ohio, without regard for its conflict of laws doctrine; provided however, that nothing is this agreement shall be construed to limit rights of any nonparty to this Agreement. Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous negotiations, agreements, and understanding, whether written or oral.
Authority: Compliance with Law.Each Party warrants that the person signing below is authorized to sign this agreement on behalf of such party and to bind such Party to the terms of this Agreement. Each of the Organization* and the Animal Behaviorist agrees to comply with all state, federal, and local laws and ordinances applicable to this Agreement and the Placed Animal.
IN WITNESS WHEREFOR, the Parties have, by their authorized agents, signed, and delivered this Agreement as of the date of the last signature below.