This agreement will run one year from the date it is accepted and either party has the option to cancel at any time and
for any reason with 60-day prior written notice. In addition, this agreement will automatically renew for one-year terms
unless canceled by either party no less than 60 days prior to the expiration of the then current term. A confirmation
email with a link to agreement terms is sent to ANIMAL WELFARE ORGANIZATION signee as reference.
ADDITIONAL TERMS:
Terms of the Agreement. This Agreement is cancelable at any time by either party with 60 days prior written notice.
Relationship of the Parties. Neither VCA nor its employees are considered to be employees of ANIMAL WELFARE ORGANIZATION for any purpose whatsoever. VCA is considered an independent contractor at all times in the performance of the Services described above. VCA further agrees that neither it nor its employees are entitled to any benefits from the ANIMAL WELFARE ORGANIZATION under Workers' Compensation or to any of the benefits granted to employees of the ANIMAL WELFARE ORGANIZATION. Neither the ANIMAL WELFARE ORGANIZATION nor its employees are considered to be employees of VCA for any purpose whatsoever. The ANIMAL WELFARE ORGANIZATION is considered an independent contractor at all times in the performance of the Services described above. The ANIMAL WELFARE ORGANIZATION further agrees that neither it nor its employees are entitled to any benefits from VCA under Workers' Compensation or to any of the benefits granted to employees of VCA.
Confidentiality: The terms of this agreement are to be held strictly confidential by all parties to this agreement. Confidentiality survives the expiration of this agreement.
Non-disparagement: Each party to the agreement agrees not to take any action or to make any statement, written or oral, that disparages or criticizes the other party, its business, its management or any of its officers, directors, or employees. Each party further agrees not to take any action that is intended to, or that does in fact, damage the business or reputation of the other party or that interferes with, impairs or disrupts its normal operations. This provision survives the expiration of this agreement.
Assignability. The parties shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment or notation), without the prior written consent of the other party.
Construction and Severability. If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion.
Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. This Agreement may be modified, altered or amended only by a document signed by both of the parties.
Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California.
Liability. The ANIMAL WELFARE ORGANIZATION (WHEN ORGANIZATION HAS SHELTER FACILITY) and VCA shall each maintain and keep in force comprehensive general liability insurance against all claims for personal injury, death, or property damage, with minimum limits of liability of One Million Dollars ($1,000,000) per person, One Million Dollars ($1,000,000) per occurrence and Five Hundred Thousand Dollars ($500,000) property damage. Each party shall furnish certificates of insurance evidencing payment thereof to the other, as the same shall be requested in writing from time to time. All such insurance policies may be maintained under a blanket insurance policy. Each party shall be named an additional insured on the other's comprehensive general liability policy.
Mutual Indemnification. VCA agrees that it shall indemnify and hold harmless the ANIMAL WELFARE ORGANIZATION from and against expenses (including, without limitation, attorneys' fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company) actually and reasonably incurred by the ANIMAL WELFARE ORGANIZATION arising out of or in connection with any actions related to the Agreement between the parties which were made in good faith and in a manner that the ANIMAL WELFARE ORGANIZATION reasonably believed to be in, or not opposed to, the best interests of VCA, and with respect to any criminal action or proceeding, The ANIMAL WELFARE ORGANIZATION had no reasonable cause to believe that the ANIMAL WELFARE ORGANIZATION's conduct was harmful.The ANIMAL WELFARE ORGANIZATION agrees that they shall indemnify and hold harmless VCA from and against expenses (including, without limitation, attorneys' fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company) actually and reasonably incurred by VCA, arising out of or in connection with any actions related to the Agreement between the parties which were made in good faith and in a manner that VCA reasonably believed to be in, or not opposed to, the best interests of the ANIMAL WELFARE ORGANIZATION and with respect to any criminal action or proceeding, VCA had no reasonable cause to believe that VCA's conduct was harmful.