USD booking fee by Mare Owner to Stallion Owner, which shall be non-refundable unless otherwise explicitly provided for in this Agreement, and a copy of the Mare's USIHC registration papers provided to Stallion Owner, Stallion Owner does hereby agree to reserve for the Mare one season booking for the year 20 to the Stallion.
USD, plus the 4.3% Virginia Sales Tax ("Stud Fee"). Mare Owner agrees to pay the Stallion Owner the Stud Fee at the time of signing this Agreement. Mare Owner understands and agrees that the full amount of the Stud Fee, and any other amounts due from Mare owner to Stallion Owner under this Agreement are required to be paid in full prior to the Mare being bred by the Stallion.
3. Mare Delivery and Care: Mare Owner is responsible for cost and arrangements for transportation of the Mare to the Stud Farm and the care of the Mare in preparation for and after breeding to the Stallion including, but not limited to:
a. Mare: In the event that the Mare does not take and become in-foal, or the Mare does not produce a live foal (defined below), the Parties agree as follows:
(i) Booking Fee and Stud Fee
The Booking Fee is non-refundable. The Stud Fee is refundable ONLY IF Mare Owner provides a letter to Stallion Owner from the Mare's breeding veterinarian, on the veterinarian's letterhead and with his/ her signature, within six (6) weeks of the Mare's last date of breeding to the Stallion, confirming that the Mare is not pregnant and that if the breeding to the Stallion was successful, the pregnancy would be detectable as of the date of the veterinarian's letter. The Parties agree that a pregnancy check within 16 calendar days of breeding is not conclusive of whether the Mare is or is not pregnant
(ii) Re- Breeding
Stallion Owner agrees to breed the Stallion to the Mare one additional time in one of the two Breeding Season periods (March 1st until May 31st or September 1st until November 1st) the immediately following calendar year at no additional cost to Mare Owner. If the Mare is not pregnant this following calendar year during the breeding seasons, the Stallion Owner is not required to rebreed to the Mare at any time. In the event of any re-breeding of the Mare, Mare Owner shall be responsible for any and all expenses involved or incurred in the re-servicing of the Mare, including but not limited to, boarding fees and expenses, and veterinarian fees.
If the Mare is to be re-bred as provided for herein, and the Mare Owner fails to deliver the Mare for breeding within the time allowed under this Agreement, then any and all fees paid remain non-refundable and this Agreement is hereby cancelled.
(iii) Live Foal
For the purposes of this Agreement, a live foal shall be one that stands and nurses without assistance within 48 hours; and, if not live, shall be evidenced by a written statement from a licensed Veterinarian within one week from death.
(iv) Death of Mare
If the Mare dies prior to the breeding of the Mare or after the Mare has been bred but not come in-foal, this Agreement shall become null and void and all monies paid by Mare Owner shall remain non-refundable unless otherwise agreed to by Stallion Owner and confirmed in writing.
b. The Stallion
In the event the Stallion dies or is deemed medically unfit to breed prior to the breeding of the Mare, this Agreement shall become null and void and ONLY the Stud Fee shall be returned to Mare Owner.
7. Assumption of Risk, Release of Liability, Hold Harmless: Mare Owner agrees to assume all risk of injury, sickness, disease, theft or death to the Mare and/or foal at her side, any claimed damages for lost profits, revenues, business or contract opportunities, physical or emotional injuries to Mare Owner or third parties, and any other claims regarding or relating to the Mare and/or foal, regardless of whether caused by negligence or other acts or omissions of Stallion Owner, Montaire Icelandic Horses, LLC, and their respective agents, officers, contractors, or employees (collectively "Stallion Owner's Released Parties") except where caused by the v, ilLful and wanton or intentional wrongdoing of Stallion Owner or Stallion Owner's Released Parties. Mare Owner agrees to release and hold Stallion Owner and Stallion Owner's Released Parties harmless from any and all such claims whether by Mare Owner or any third party. These released claims shall include, but in no manner limited to, any loss regarding or relating to any personal injury or disability that may occur to the Mare, Mare Owner, or Mare Owner's agents, employees, or guests, whether on or off Stud Farm premises. Mare Owner further agrees it has received and agrees to follow, and agrees to direct its agents, employees, or guests on Stud Farm premises to follow, any Stud Farm Rules and Regulations for conduct on its premises.
8. Indemnify and Defend: Mare Owner agrees to indemnify and defend Stallion Owner and Stallion Owner's Released Parties for any loss or injury claimed by Mare Owner or any third party arising from or relating to the Mare and/or foal, regardless of whether caused by negligence or other acts or omissions of Stallion Owner or Stallion Owner's Released Parties except where caused by the willful and wanton or intentional wrongdoing of Stallion Owner or Stallion Owner's Released Parties.
10. Notice: Any written notices to be given by either Party to the other may be effective either by electronic mail, personal delivery, registered or certified mail, postage prepaid with return receipt requested, or overnight mail to the contact information provided in the signature block below. Either Party may change their address by written notice in accordance with this Section. Notices delivered by electronic mail and personal delivery will be deemed delivered the same day if sent prior to 3:00 pm CST. Registered or certified mail will be deemed communicated as of three (3) days after mailing, and overnight mail will be deemed received the day of the delivery receipt.
I1. Right of Lien: Stallion Owner has an automatic Right of Lien on the Mare, as provided for in the laws of the State of Virginia, for any amount due under this Agreement and any fees paid for by Stallion Owner that remain the obligation of Mare Owner. Mare Owner further agrees that Stallion Owner shall have the right, without process of law, to enforce its lien to the Mare after sixty (60) days of non-payment or partial payment and Stallion Owner may sell the Mare (and the foal if in utero or born) by public or private sale for the amount owned plus any and all costs incurred in enforcing the lien including, but not limited to advertising fees, attorneys' fees and costs, and other sale and collection related expenses. Mare Owner agrees that ten (10) days' notice of the sale to Mare Owner is commercially reasonable.
12. Captions, Headings: Any captions or headings used in this Agreement are for descriptive purposes only and are not to be considered terms of this Agreement.
14. Non-Assignable: Neither Party shall assign this Agreement or transfer their respective ownership interests, rights, or obligations through sale, lease, license or transfer any other rights or responsibilities under this Agreement, to any third party without prior written permission from the other.
15. Voluntary Execution: The Parties understand the legal significance of this Agreement and have consulted (or had the opportunity to consult) with their respective legal counsel concerning the terms and conditions of this Agreement before executing it. By signing below, the Parties agree to all the terms contained in this Agreement and further acknowledge that neither is acting in reliance upon oral promises or statements from any person whatsoever, and they enter into this Agreement voluntarily and of their own free will.
16. Governing Law/Dispute Resolution/Attorneys' Fees: The interpretation, enforcement, or other application of the terms of this Agreement shall be governed by and construed in accordance with the laws of the State of Virginia. The Parties agree that any and all disputes arising under or in connection with this Agreement shall be settled and determined by binding arbitration conducted in accordance with the then existing laws under the Uniform Arbitration Act unless otherwise agreed in writing by the Parties. The prevailing party shall be entitled to reasonable attorneys' fees, in addition to other relief granted by the decision maker(s).
17. Exclusive Agreement: This Agreement shall constitute the sole agreement between the Parties with respect to its subject matter.
19. Equal Construction: This Agreement shall not be construed more strictly against one Party than against the other by virtue of the fact that the Agreement may have been drafted or prepared by counsel for one of the Parties, it being recognized that all Parties to this Agreement have contributed substantially and materially to the preparation of this Agreement.
Acknowledgement
