INTRACYTOPLASMIC SPERM INJECTION (ICSI) BREEDING AGREEMENT
This Intracytoplasmic Sperm Injection (ICSI) Breeding Agreement ("Agreement") sets forth the terms and conditions under which {stallionOwner} ("Seller"), through its authorized breeding manager and agent, Advanced Breeding Concepts Inc. d/b/a WellGrove Breeders ("Agent"), grants limited authorization to use frozen semen from the stallion identified herein for one authorized ICSI cycle to the undersigned Buyer {buyerName} ("Buyer").
By signing this Agreement and submitting payment, Buyer acknowledges that Buyer has read, understands, and agrees to be legally bound by all terms and conditions contained herein. Seller's acceptance of Buyer's payment, together with authorization for the approved laboratory to use the semen, constitutes Seller's acceptance of this Agreement. No signature by Seller or WellGrove shall be required for this Agreement to become effective.
Advanced Breeding Concepts Inc. d/b/a WellGrove Breeders ("Agent") is acting as Seller's authorized breeding manager, administrator, and exclusive distributor for the breeding rights granted under this Agreement. Agent is authorized to administer, interpret, implement, and enforce the terms of this Agreement on Seller's behalf, including collecting payments, issuing breeding authorizations, communicating with approved laboratories, verifying compliance, approving replacement breeding rights, and pursuing any remedies available under this Agreement.
Except as expressly provided herein, Agent does not assume ownership of the semen or any ownership interest in the stallion. For purposes of administering and enforcing this Agreement, references to the "Seller" shall include Seller's authorized Agent where the context reasonably permits.
Breeding Information
Stallion: {stallionName}
Stud Fee / ICSI Price: {stallion}
Authorized Mare: {mareName}
Registration / UELN: {mareUeln}
Requested ICSI Laboratory: {icsiLab}
{otherIcsi61}
{otherIcsi}
The semen authorized under this Agreement may be used only for one (1) ICSI cycle using oocytes collected from the Authorized Mare identified above. No substitution of mares shall be permitted without Seller’s prior written consent.
1. Ownership and Restrictions
All frozen semen made available under this Agreement shall remain the sole and exclusive property of Seller at all times.
Buyer acquires no ownership interest in the semen beyond the limited contractual right to use the semen as expressly authorized herein.
This Agreement and the breeding rights granted under it may not be sold, assigned, transferred, sublicensed, pledged, or otherwise conveyed without Seller’s prior written consent.
Buyer is purchasing authorization for one (1) ICSI cycle utilizing frozen semen from {stallionName} for use only with the Authorized Mare identified above.
The semen:
- shall be used solely for one authorized ICSI cycle;
- shall be used only with the Authorized Mare identified in this Agreement;
- shall not be used for conventional artificial insemination;
- shall not be used for cloning, research, or any reproductive purpose other than embryo production through ICSI;
- shall not be transferred to any laboratory other than the Seller-approved laboratory identified herein.
2. Payment
Buyer shall pay the full ICSI breeding fee in advance.
Payment shall be made directly to Agent.
The applicable ICSI price is listed above.
No semen shall be released, shipped, or authorized for use until:
- this Agreement has been fully executed;
- and payment has been received in full.
All payments are final and non-refundable except as expressly provided in Section 4.
3. Approved Laboratory and Permitted Use
The ICSI procedure shall be performed only at the Seller-approved laboratory identified above and only at that laboratory’s facility within the United States.
WellGrove Equine shall provide written authorization to the approved laboratory permitting use of the semen only after receiving this fully executed Agreement and confirmation of payment.
Buyer agrees:
- to perform the authorized ICSI cycle during the year of purchase or the immediately following breeding season unless otherwise approved in writing by Seller;
- that the semen may be used only for one ICSI cycle involving the Authorized Mare identified in this Agreement;
- that embryos produced from the authorized ICSI cycle shall belong to Buyer, subject to the terms of this Agreement.
Unless otherwise approved in writing by Seller, the semen must be used during the same breeding season in which this Agreement is executed.
4. No Guarantee of Embryo Production
Seller makes no representation or warranty that the semen will result in:
- fertilization;
- cleavage;
- blastocyst development;
- transferable embryos;
- embryo quality;
- pregnancy;
- live foal; or
- any particular reproductive outcome.
Buyer acknowledges that embryo production depends upon numerous biological and laboratory factors beyond Seller’s control.
Buyer shall not be entitled to any refund, credit, or reduction in the purchase price.
5. Reporting and Compliance
Buyer shall:
- provide Seller with the Authorized Mare’s name, registration number or UELN, date(s) of oocyte aspiration, and the approved laboratory performing the ICSI cycle;
- notify WellGrove Equine as soon as reasonably practicable of the number of embryos produced;
- promptly notify Seller of all embryo transfers and pregnancies resulting from embryos produced under this Agreement;
- provide additional breeding or pregnancy records upon reasonable request.
No additional stud fee shall be due regardless of the number of embryos produced from the authorized ICSI cycle.
Failure to comply with this Section shall render Buyer ineligible for the discounted replacement ICSI cycle described in Section 4.
6. Authorization for Veterinary and Laboratory Disclosure
Buyer authorizes Seller, Agent, the attending veterinarian, and the approved laboratory to exchange breeding, laboratory, embryo production, embryo transfer, and pregnancy information relating to this Agreement.
Buyer further authorizes such parties to release such information upon Seller’s or Agent’s request.
7. No Warranties
Seller makes no representations or warranties, express or implied, including warranties of:
- merchantability;
- fitness for a particular purpose;
- semen quality;
- fertility;
- fertilization;
- embryo production;
- pregnancy;
- live foal; or
- reproductive success of any kind.
8. Assumption of Risk and Indemnification
Buyer assumes all risks associated with shipment, storage, thawing, laboratory handling, ICSI procedures, embryo culture, embryo transfer, recipient mare management, pregnancy, foaling, and resulting offspring.
Buyer agrees to indemnify, defend, and hold harmless Seller, Agent, and their owners, officers, employees, representatives, and affiliates from any claims, damages, losses, liabilities, costs, or expenses arising out of or relating to this Agreement or use of the semen.
9. Shipping and Claims
Seller and Agent shall not be liable for delays, losses, or damages occurring during shipment beyond their reasonable control.
Buyer shall inspect all shipments immediately upon receipt.
Claims relating to shipment damage or irregularity must be submitted in writing within twenty-four (24) hours of delivery.
Replacement of semen shall remain solely within Seller’s discretion.
10. Instructions
Seller or Agent may provide storage, shipping, thawing, or laboratory handling recommendations.
Buyer acknowledges that Seller does not supervise laboratory procedures and assumes no responsibility for laboratory methods or reproductive outcomes.
11. Pricing and Policy
Prices are subject to change without notice until payment has been received.
Once payment has been received and the breeding authorization issued, no refunds, exchanges, or credits shall be available except as expressly provided herein.
12. Breach and Liquidated Damages
In the event of fraud, misrepresentation, unauthorized use of the semen, unauthorized use with any mare other than the Authorized Mare, unauthorized laboratory use, unauthorized transfer of breeding rights, or any other material breach of this Agreement, Seller and/or Agent shall be entitled to enforce this Agreement and recover liquidated damages in the amount of Five Thousand Dollars ($5,000.00) per occurrence, in addition to any unpaid breeding fees and any other remedies available at law or in equity.
13. Attorney’s Fees and Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
Except as otherwise provided herein, any dispute, claim, or controversy arising out of or relating to this Agreement, including its interpretation, performance, enforcement, breach, or termination, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect.
The arbitration shall be conducted by a single arbitrator in Palm Beach County, Florida, unless the parties mutually agree to another location. The arbitrator shall have the authority to award any remedy available under applicable law or this Agreement, including injunctive relief, specific performance, liquidated damages, and attorney's fees.
The arbitration award shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction.
Nothing in this Section shall prevent Seller or Agent, individually or jointly, from seeking temporary, preliminary, or permanent injunctive or other equitable relief in a state or federal court located in Palm Beach County, Florida, to prevent the unauthorized use, transfer, disclosure, or misuse of Seller's semen, breeding rights, contractual rights, intellectual property, confidential information, or other proprietary interests pending resolution of the dispute through arbitration.
The prevailing party in any arbitration or court proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorney's fees, arbitration fees, expert witness fees, court costs, and other expenses incurred in enforcing this Agreement.
14. Effective Date
This agreement becomes effective upon the occurences of all of the following:
- Buyer has executed this Agreement;
- Buyer has paid all required fees in full;
- Agent has accepted the payment; and
- Agent has issued written authorization to the approved ICSI laboratory to use the semen.
No signature by Seller or Agent shall be required for this Agreement to become legally binding.
15. Entire Agreement
This Agreement constitutes the entire understanding governing the authorized use of the stallion's frozen semen for the ICSI cycle described herein and supersedes all prior discussions, negotiations, and representations.
Seller reserves the right to modify its standard breeding agreements for future transactions; however, any modifications shall not affect this Agreement once it has become effective.
No amendment or waiver of this Agreement shall be effective unless made in writing and signed by Buyer and an authorized representative of Agent acting on Seller's behalf.