Stud Service Agreement

This Stud Service Agreement ("Agreement") is entered into by and between Teddy Puppies, LLC, a Georgia limited liability company located in Canton, Georgia ("Stud Owner"), and the undersigned breeder or client ("Client"). This Agreement governs all stud services provided by Stud Owner and constitutes a legally binding contract.1. PURPOSE AND SCOPE OF SERVICES1.1 Stud Services Offered: Subject to availability and veterinary clearance, Stud Owner may provide one or more of the following services: Live cover (female must provide a negative brucellosis test); Artificial insemination (AI) or transcervical insemination (TCI); Collection and shipment of fresh chilled semen to Client’s veterinarian.1.2 Included Services Per Heat Cycle: Stud service is limited to one (1) female and one (1) heat cycle. Included services consist of one of the following, at Stud Owner’s discretion based on logistics and veterinary recommendations: One (1) semen collection and shipment; or Two (2) live cover ties; or Two (2) AI or TCI procedures; or Three (3) live cover ties (when feasible). Splitting services between multiple females is strictly prohibited and shall void any pregnancy guarantee and constitute a material breach of this Agreement. 2. CLIENT DISCLOSURE AND ELIGIBILITY REQUIREMENTS 2.1 Mandatory Disclosures: Client must disclose in writing: The female’s reproductive history, including failed breedings, miscarriages, or fertility issues; Whether the female has been bred previously and outcomes of such breedings; Any known genetic, health, or behavioral concerns. Failure to provide accurate disclosures voids any pregnancy guarantee and may result in denial of service.2.2 Veterinary Requirements: Client must provide: Progesterone testing results from a licensed veterinarian; and A negative brucellosis test for live cover services. If progesterone testing is not performed by a licensed veterinarian, no pregnancy guarantee applies.3. SCHEDULING AND COMMUNICATION 3.1 Heat Cycle Notification: Client must notify Stud Owner on Day 1 of the female’s heat cycle.3.2 Timing of Breeding: Breeding timing shall be determined based on veterinary progesterone testing and Stud Owner’s availability. Stud Owner retains final discretion regarding scheduling.3.3 Communication Obligations: Client agrees to provide timely communication and requested documentation. Failure to communicate may result in cancellation or rescheduling without liability to Stud Owner.4. FEES AND PAYMENT TERMS4.1 Stud Fees: Single breeding or shipped semen service (no pregnancy guarantee): $1,500 + applicable Georgia sales tax; Two-service package with pregnancy guarantee: $2,500 + applicable Georgia sales tax; Three live-cover services: $3,000 + applicable Georgia sales tax.4.2 Additional Costs: Veterinary fees, semen shipping costs, and third-party reproductive services are the responsibility of Client.4.3 Deposit and Payment Timing: A non-refundable deposit of $500 is required to reserve stud availability. Full payment is due prior to breeding, collection, or shipment.4.4 Transferability: Stud service may be transferred to another female owned by Client or to another stud owned by Stud Owner with at least forty-eight (48) hours’ notice and Stud Owner’s written approval. Pregnancy guarantees do not transfer unless approved in writing. 5. PREGNANCY GUARANTEE AND LIMITATIONS: 5.1 Pregnancy Guarantee: A pregnancy guarantee applies only if: Progesterone testing confirms breeding within the optimal fertile window; and Breeding occurs in accordance with Stud Owner’s instructions. Pregnancy must be confirmed by ultrasound between 25 and 35 days post-breeding. If pregnancy is not confirmed, Stud Owner will offer one (1) re-breed for the same female on her next heat cycle, subject to availability.5.2 Guarantee Exclusions: No pregnancy guarantee applies in cases of: Failure to perform progesterone testing; Inaccurate disclosures by Client; Prior fertility failures or miscarriages; Veterinary, environmental, or hormonal factors beyond Stud Owner’s control; Client’s failure to follow breeding instructions or timelines.6. SEMEN QUALITY AND SHIPPING: 6.1 Evaluation: Semen shall be evaluated for motility and concentration prior to shipment. 6.2 Shipping Risks: Stud Owner is not responsible for delays, damage, or loss once semen leaves Stud Owner’s custody. 6.3 Acceptance of Semen: Client’s veterinarian may reject semen deemed unsuitable upon arrival. Re-collection is not guaranteed and may require additional collection fees. 7. INTELLECTUAL PROPERTY AND MEDIA USAGE: 7.1 Ownership of Media: All photographs, videos, and marketing materials of Stud Owner’s dogs remain the exclusive property of Stud Owner. 7.2 Required Attribution: Client may use such materials only with proper attribution, including: "Stud owned by Teddy Puppies (teddypuppies.com)" 7.3 Restrictions: Client may not alter media in a manner that misrepresents ownership, lineage, or identity. Stud Owner may revoke media usage rights upon violation. 8. TIER 6 REPUTATION, CONFIDENTIALITY, AND COMMERCIAL PROTECTION FRAMEWORK 8.0 Reputational Harm Presumption: Client acknowledges that statements, disclosures, or conduct described in this Section are likely to cause immediate and irreparable harm to the Stud Owner’s reputation, goodwill, and business relationships. Client agrees that such harm shall be presumed for purposes of enforcing this Agreement, and that Stud Owner shall not be required to prove actual damages as a condition to obtaining injunctive relief or liquidated damages. 8.0A False Statement Presumption of Malice: Client acknowledges that statements regarding Stud Owner, its dogs, breeding program, business practices, or reputation are matters of significant commercial sensitivity. If Client knowingly makes a materially false statement of fact about Stud Owner, or makes a statement with reckless disregard for its truth or falsity, such conduct shall be deemed malicious for purposes of enforcing this Agreement. For clarity, this provision applies only to demonstrably false statements of fact and shall not restrict Client from expressing good-faith opinions, seeking professional advice, or making disclosures required by law. 8.0B Competitive Motive Presumption: If Client is engaged in breeding, training, resale, or any canine-related commercial activity, any public statement regarding Stud Owner shall be presumed to have been made for competitive or commercial advantage unless Client proves otherwise by clear and convincing evidence. 8.0C Commercial Defamation Trigger: Any statement by a Client that alleges unethical, illegal, unsafe, or dishonest conduct by Stud Owner, or that questions Stud Owner’s breeding standards, animal welfare, genetics, or business integrity, shall constitute a material breach if such statement is false or misleading in whole or in part. 8.1 Confidential Information: Client agrees that any information relating to Stud Owner’s dogs, genetics, health, temperament, breeding outcomes, contract terms, pricing, internal policies, or communications shall be treated as confidential and shall not be disclosed to any third party, including other breeders, clients, online communities, forums, review websites, or social media platforms, without prior written consent from Stud Owner. 8.2 Private Resolution Requirement and Internal Reporting Channel: Client agrees to communicate all concerns privately with Stud Owner and allow Stud Owner a reasonable opportunity to investigate and resolve the matter before any external communication. Stud Owner designates the following confidential reporting channel for concerns or disputes: written notice delivered by email or certified mail to Stud Owner’s designated contact. Use of this internal reporting channel shall be a condition precedent to any external disclosure except where required by law. 8.3 Non-Disparagement: Client agrees not to make any false, misleading, or disparaging statements regarding Stud Owner, its dogs, breeding program, or business practices. 8.4 Non-Interference and Non-Solicitation: Client shall not interfere with Stud Owner’s business relationships or solicit Stud Owner’s clients, guardian families, veterinarians, or partners during the term of this Agreement and for twenty-four (24) months thereafter. 8.5 Ecosystem Contamination and Amplification Liability: If Client discloses confidential or disparaging information to any third party, Client shall remain liable for all reasonably foreseeable reputational and commercial harm resulting from further dissemination, regardless of whether Client personally made subsequent statements. 8.6 Burden of Proof Allocation: In any dispute arising under this Section, Client bears the burden of proving that any public statement was truthful, made in good faith, and not misleading by omission or implication. 8.7 Tiered Liquidated Damages: Any breach of this Section constitutes a material violation and shall result in liquidated damages as follows: First violation: $10,000; Second violation: $25,000; Third or subsequent violation: $50,000 and permanent termination of future stud privileges. The parties acknowledge that actual damages would be difficult to quantify and agree these amounts represent reasonable estimates of reputational and business harm and are not penalties. Aggregate Cap. To enhance enforceability, the total liquidated damages payable under this Section shall not exceed $150,000 in the aggregate, except that this cap shall not limit Stud Owner’s right to seek injunctive relief, attorney’s fees, or equitable remedies. 8.8 Reputational Harm Multiplier: Where a breach results in measurable loss of clients, breeding opportunities, or business relationships, the Stud Owner shall be entitled to recover damages equal to three (3) times the reasonably estimated commercial impact of such loss. 8.9 Removal Obligation: Client agrees to immediately remove any violating public content upon written notice from Stud Owner. Each day the content remains public after notice constitutes a separate breach. 8.10 Silent Compliance Requirement: Client waives any right to conduct public campaigns, social media commentary, or third-party outreach regarding Stud Owner prior to final resolution of disputes. 8.11 Cumulative Remedies: Liquidated damages do not limit Stud Owner’s right to seek injunctive relief, attorney’s fees, or other legal remedies. 8.12 Permitted Disclosures: Client may seek confidential veterinary or legal advice or make disclosures required by law. 9. LIABILITY LIMITATIONS AND INDEMNIFICATION: 9.1 No Guarantees of Traits: Stud Owner makes no guarantees regarding genetic traits, temperament, fertility, litter size, or physical characteristics of offspring. 9.2 Limitation of Liability: Stud Owner shall not be liable for indirect, incidental, or consequential damages arising from this Agreement. 9.3 Indemnification: Client agrees to indemnify and hold harmless Stud Owner from claims arising from breeding, pregnancy, whelping, or sale of resulting puppies. 10. BREEDING RIGHTS AND LIQUIDATED DAMAGES: 10.1 Breeding Rights Restrictions: Male puppies produced from Stud Owner’s dogs may not be retained for breeding without written authorization from Stud Owner. Female puppies may be retained for breeding unless otherwise restricted in writing for an additional fee. 10.2 Liquidated Damages for Unauthorized Breeding: Client agrees to pay liquidated damages of $10,000 per retained male puppy bred without authorization. This amount represents a reasonable estimate of losses and is not a penalty. 11. DISPUTE RESOLUTION, ARBITRATION, AND GOVERNING LAW: 11.1 Notice and Opportunity to Cure: Before initiating mediation, arbitration, or litigation, the complaining party shall provide written notice and at least ten (10) days to resolve the matter, except where emergency injunctive relief is sought. 11.2 Mandatory Mediation: Any dispute shall first be submitted to mediation with United States Arbitration & Mediation in Cherokee County, Georgia. 11.3 Binding Arbitration: If mediation fails, disputes shall be resolved by binding arbitration in Cherokee County, Georgia, before a single arbitrator. 11.4 Court Actions Limited: Stud Owner may seek injunctive relief in court to prevent or stop breaches of Sections 8 or 10 and to enforce arbitration awards. 11.5 Waiver of Jury Trial: The parties knowingly waive any right to a jury trial in any permitted court proceeding. 11.6 Governing Law and Venue: This Agreement is governed by Georgia law, with venue in Cherokee County, Georgia. 12. ADVANCED LEGAL PROTECTIONS: 12.1 Sophisticated Parties and Voluntary Agreement: Client acknowledges they are an experienced breeder or informed party entering this Agreement voluntarily and with full understanding of its terms. 12.2 Assumption of Risk: Client assumes all risks associated with breeding, pregnancy, whelping, and sale of puppies, except as expressly stated. 12.3 Irreparable Harm and Injunctive Relief: Client agrees breaches of Sections 8 or 10 cause irreparable harm entitling Stud Owner to injunctive relief. 12.4 No Reliance on Oral Statements: Client acknowledges no oral representations were relied upon in entering this Agreement. 12.5 Independent Legal Review Opportunity: Client acknowledges having had the opportunity to consult independent legal counsel. 12.6 Waiver of Class Actions: Client agrees disputes must be brought individually and not as class actions.12.7 Attorney’s Fees: The prevailing party in any enforcement action shall recover reasonable attorney’s fees and costs. 12.8 Survival of Key Provisions: Sections 5, 8, 9, 10, 11, and 12 survive completion or termination of this Agreement. 13. MISCELLANEOUS: 13.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties. 13.2 Severability and Blue Pencil Rule: If any provision is unenforceable, a court may modify it to the minimum extent necessary to make it enforceable without invalidating the remainder. 13.3 Amendments: Any amendments must be in writing and signed by both parties.