Orrion Farms

Dominic M Frozen Semen Breeding Agreement - International


THIS FROZEN SEMEN BREEDING AGREEMENT (the “Breeding Agreement”) is made this day of April 24, 2024, by and between Orrion Farms LLC, a Washington limited liability company, 280 Orrion Road,

Ellensburg, WA 98926 (“OFW”) and the following (“Mare Owner”):

Name:   

Address:   

Phone:

Email Address:  

WHEREAS, Dominic M, AHRA #655508 (the “Stallion”) is owned by OFW; and

WHEREAS, the Mare Owner, subject to the conditions contained in this Breeding Agreement, desires to purchase one breeding or multiple breedings to the Stallion, to be completed using frozen semen; and

NOW, THEREFORE, OFW and Mare Owner agree to the terms of this Breeding Agreement and will be entitled to one breeding to the Stallion for use on the Mares (as defined below) during the breeding seasons (if this is left blank, Mare Owner is permitted to utilize the frozen semen in any breeding season) (the “Breeding Seasons”).

  1. MARES: This contract pertains to the following Mares (the “Mares”):

Mare #1 (registered name):    AHRA#:  

Mare #2 (registered name):    AHRA#:  

Mare #3 (registered name):    AHRA#:  

Mare #4 (registered name):    AHRA#:  

Mare #5 (registered name):     AHRA#:  

Mare #6 (registered name):    AHRA#:  

Owner (as recorded on registration papers):

 

  1. OWNERSHIP OF THE MARES. Mare Owner’s ownership of the Mares is as follows:

If Mare Owner does not own 100% of the Mare, please identify all other parties with an interest in the Mare:

Mare Owner represents and warrants that Mare Owner is authorized to bind each person with an interest in the Mares to this Agreement as if each such owner was the “Mare Owner” under this Agreement, and Mare Owner acknowledges and agrees that the liability of each owner of the Mares under this Agreement shall be joint and several.

  1. BREEDING and BREEDING FEE:
    1. The Mare Owner will be entitled to  breedings to the Stallion (the “Breeding” or “Breedings”), to be utilized during the Breeding Seasons.
    2. The Breeding Fee of $7,500.00 USD per Breeding is due and payable upon execution of this Breeding
    3. All Amounts paid by the Mare Owner shall be non-refundable.
    4. Each Breeding ensures the Mare Owner up to two (2) breeding doses (consisting of a total of 16 straws) of frozen semen. Mare Owner will be responsible for all shipping and handling fees (including deposits required) associated with obtaining the frozen semen to utilize the Breeding, which are to be coordinated through and paid to OFW or a third party handling the frozen semen (which is currently Roger Souza of RS Equine Reproduction, LLC). Mare Owner is also responsible for all import and management fees associated with the frozen semen, once the semen is in the Mare Owner’s
    5. Mare Owner shall have the right to purchase one (1) additional breeding dose of frozen semen to satisfy this Breeding Agreement, but only if the initial breeding doses have been utilized and Breeding obligations remain Mare Owner agrees to pay $300 (USD) for each additional breeding dose of frozen semen, and also to be responsible for all shipping and handling fees associated with obtaining the additional breeding dose. Additional breeding doses of frozen semen will be provided at OFW’s sole discretion.
    6. ICSI Method | Declarations & Guidelines: The Customer understands that shall the Intracytoplasmic sperm injection (ICSI) method of breeding be used with the breeding contracted here, that it must be declared prior to the transporting of any semen. Shall customer not declare this method prior to breeding, and not report the use of this method within 5 business days of transported semen receipt, OFW may install penalties of up to $500.00 USD per embryo retrieved and deny LIVE FOAL GUARANTEES or Transported Semen Certificates required for Foal Registration of resulting embryos. Any resulting embryos must also be reported to OFW in writing, when checked at 42-days in foal, at which time, the customer must submit payment for additional Breeding Fees at the price of $6,000.00 per embryo confirmed. Failure to report these confirmed pregnancies at 42-days in foal may result in penalty fees or denial of Live Foal guarantees and transported semen certificates needed for registration. Shall any retrieved embryos remain frozen and untransferred to receipt mares during the 2024 breeding season, OFW must receive notice of this embryo balance by November 1st, 2024, for registration reporting purposes. Customer failure to notify OFW will result in penalties of up to $500.00 per unreported embryo and withholding of certifications needed for registration.
    1. REBREED CONDITIONS:
      1. OFW guarantees Mare Owner will receive a live foal for each breeding purchased.
      2. Rebreed conditions apply to a Mares that does not achieve a pregnancy in the current Breeding Season or does not produce a live foal if all of the conditions listed below are met. A “live foal” is defined as a foal that stands and nurses within 24 hours of birth.  Any requests for rebreeds in the following breeding season require a written certificate from a licensed equine veterinarian attesting to the circumstances entitling the Mare Owner to a rebreed.
      3. Mare Owner agrees to have the Mares examined for pregnancy and to notify OFW of the results within ten days of the sixty-day check. Failure to have the Mares thus examined or failure to notify OFW of the results shall automatically render the live foal guarantee and applicable rebreeding rights of the Mare Owner null and void.
      4. Mare Owner must send a certificate from a licensed equine veterinarian to OFW within thirty (30) days of the discovery of the Mares’ pregnancy loss, stillbirth, or newborn foal death. It is the Mare Owner’s sole responsibility to ensure that certificate is provided to OFW.  Failure to provide OFW with certificate shall automatically render the live foal guarantee and applicable rebreeding rights of the Mare Owner null and void. This certificate must include the following:
        1. That the Mares were properly vaccinated against rhino pneumonitis in months 5, 7, and 9 of the pregnancy.
        2. That in the licensed practitioner’s opinion, the Mares were maintained in a reasonable state of health, including all vaccinations and deworming as deemed necessary.
      5. Rebreeding right shall be valid only for the subsequent breeding season and only for breedings that are utilized in the current season. Substitution of different Mares than the Mares named in this Agreement must be approved by OFW.
      6. To exercise these rebreeding rights, Mare Owner will have the right to purchase up to two (2) additional breeding doses of frozen semen, but only if the initial breeding doses have been utilized and Breeding obligations remain outstanding.  Mare Owner agrees to pay $300 (USD) for each additional breeding dose of frozen semen, and will be responsible for all shipping and handling fees (including deposits required) associated with obtaining the frozen semen to utilize the Breeding, which are to be coordinated through and paid to OFW or a third party handling the frozen semen (which is currently Roger Souza of RS Equine Reproduction, LLC).  Mare Owner is also responsible for all import and management fees associated with the frozen semen, once the semen is in the Mare Owner’s country. Additional breeding doses of frozen semen will be provided at OFW’s sole discretion.
      7. THIS BREEDING AGREEMENT WILL BE DEEMED FULLY SERVICED AND WILL EXPIRE THREE YEARS AFTER THE “BREEDING SEASONS” EXCEPT FOR ANY REBREEDING AND/OR LIVE FOAL OBLIGATIONS.
      8. Rebreed fee will be $500.00 per year.
      1. AVAILABILITY OF SEMEN:
        1. OFW has adequate semen on hand for the Stallion so as to allow Mare Owner to request frozen semen at any time.
        2. OFW shall provide frozen semen from Stallion to Mare Owner and makes no other guarantee of the condition of the frozen semen.
        3. Semen is shipped on the understanding that it is to be used solely to breed the Mare or Mares named in this Agreement.  Any attempt to use any portion of the frozen semen shipped to Mare Owner to breed any mare(s) not specifically identified in this Breeding Agreement shall automatically terminate all obligations of OFW.  This includes (but not limited to) a live foal guarantee, re-breeding rights, right to additional semen, and the responsibility to register any offspring produced by the use of semen, including the original intended foal.  Such violation will result in the forfeit of all of the Mare Owner’s rights provided by this Agreement, and the Mare Owner shall be liable for the amount up to the cost for breeding for every unapproved Mares inseminated whether a foal is produced or not, and the resulting foal will not be eligible for registration.
        4. OFW reserves the right to require any Mare that has not settled within three heat cycles to be cultured or biopsied to determine breeding soundness.  Upon detection of Mares carrying an infectious/contagious disease, or for any other applicable reason, OFW reserves the right to discontinue service to Mares.  In such event, the Mare Owner is obligated to substitute another Mares to fulfill the terms of this Agreement.
        5. Mare Owner acknowledges and agrees that Mare Owner is responsible for the proper storage, handling and use of the frozen semen.
        6. Mare Owner must notify OFW of any remaining frozen semen that exists after the Mare or Mares have been checked in foal.  Mare Owner may keep the unused frozen semen and properly maintain them for use of future breeding purchases, solely at Mare Owner’s expense.  A new breeding contract and payment must be made by Mare Owner in order to utilize the remaining frozen semen, and only with the permission of OFW.  If Mare Owner does not desire to keep and properly maintain the remaining frozen semen, Mare Owner shall notify OFW and give OFW the opportunity to take possession of the remaining frozen semen.
      1. REGISTRATION OF FOAL. Upon the Mare Owner receiving a live foal and payment of all fees and amounts due to OFW (and any vendor associated with OFW related to the Breeding(s)), then OFW will agree to execute and provide all documents necessary for Mare Owner to register the foal that results from the Breeding.
      1. SECURITY INTEREST. In order to secure the fees due and Mare Owner’s performance of its obligations hereunder, the Mare Owner hereby grants to OFW a lien on and security interest in any foal(s) produced by the Breeding and under this Breeding Agreement.  Mare Owner hereby authorizes OFW to file any financing statements or other documents deemed by OFW to be necessary to perfect the security interest described herein. 
      1. APPLICABLE LAW, JURISDICTION AND ATTORNEY FEES. The terms and conditions in this agreement shall apply to and bind the parties stated herein. This contract shall be construed and governed by the laws of the State of Arizona.  The Maricopa County Superior Court shall have exclusive jurisdiction to hear and determine all suits, actions, or proceedings and to settle all disputes arising in connection with this agreement and for such purposes, each party irrevocably submits to the exclusive jurisdiction of the Arizona courts.
      1. STALLION GUARANTEE AND TRANSFERS. The breedings included in this Breeding Agreement are not transferrable and not salable under any circumstances.  Should the Mares described herein die before or after breeding or becomes unfit for breeding the owner may substitute another mare, subject to approval by OFW. Under no circumstances shall OFW be responsible for refunding any breeding or other fees paid by Mare Owner.
      1. LIMITATION OF LIABILITY AND INDEMNIFICATION:
        1. REGARDLESS OF ANY NEGLIGENCE ON ITS OR THEIR PART, OFW AND ITS SUBSIDARIES, AFFILIATES, AGENTS, EMPLOYEES, VETERINARIANS and FARRIERS SHALL NOT BE LIABLE FOR ANY SICKNESS, DISEASE, ESTRAY, THEFT, DEATH, OR INJURY SUFFERED, nor for any other loss, damages, or injury arising out of or connected with breeding, or other services pursuant to this Breeding Contract, except as required by law. Mare Owner fully understands, authorizes, and assumes the special risks inherent in breeding, and acknowledges that mortality and other insurance is solely the Mare Owner’s responsibility.    ALL IMPLIED WARRANTIES, INCLUDING FITNESS, MERCHANTIABILITY, OR OTHERWISE, AND ALL SPECIAL, INCIDENTAL, AND CONSEQUENTIAL DAMAGES ARE HEREBY EXCLUDED, to the full extent permitted by law.  In no event shall Mare Owner’s remedy exceed the amount paid for the service complained of.  OFW shall also not be held liable for any personal injury disability, which the Mare Owner or its agents, representatives, or family may receive while on farm premises.  Mare Owner agrees to indemnify and hold OFW harmless for, from, and against any claims, damages, illness or injury caused or suffered by the Mare, and from any claim by a buyer of the mare, and Mare Owner agrees to pay all expenses and attorney’s fees incurred by OFW in defending any such claim. 
        2. OFW makes no representations or warranties regarding the quality or viability of the semen provided. OFW also makes to representations or warranties whatsoever as to the quality, value, salability or any other characteristic of the foal resulting from the Breeding. 
        3. As a condition precedent to any legal action by the Mare Owner, the Mare Owner shall notify OFW in writing at least thirty (30) days in advance of initiating any legal action against OFW regarding or concerning, in whole or in part, this Breeding Agreement or any other claim against OFW. Within twenty (20) days of receiving such notice, OFW shall be entitled to require that such action be resolved by submission to binding arbitration before the American Arbitration Association (“AAA”), in accordance with the Rules of the AAA, with such arbitration to take place in State of Washington.  If OFW elects binding arbitration, all parties waive trial by jury or by court.
        4. Notwithstanding anything herein to the contrary, any action, proceeding or arbitration against OFW regarding this Agreement must be filed with a court competent subject matter jurisdiction or the AAA (if so elected by OFW) no later than one hundred twenty (120) days from the date of the claimed loss or be forever barred.
        5. The prevailing party to any such action, proceeding or arbitration shall be entitled to collect all reasonable attorneys’ fees and costs, in addition to all other relief, through and including petitions and appeals.
      1. ENTIRE AGREEMENT; AMENDMENT AND SEVERABILITY. The terms and conditions of this agreement represent the entire agreement between the parties with respect to the subject matter of this agreement and supersedes any prior understanding of any kind preceding the date of this agreement. No other agreements, promises, or representations, verbal or implied, are included herein unless specifically stated in this written agreement.  All amendments to this Agreement must be in writing, signed by the Mare Owner and OFW. Mare Owner may not assign any right or delegate any duties under this Agreement without the written consent of OFW, which may be withheld in OFW’s sole discretion.  This agreement may not be amended or varied unless it is in writing and signed by both parties. 

This Breeding Agreement expires 30 days from issue date listed on page 1, unless: (a) Mare Owner returns this Breeding Agreement fully executed, and (b) Mare Owner has paid for the Breedings purchased.

THE MARE OWNER HAS READ AND ACCEPTS ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

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Document name: Dominic M Frozen Semen Breeding Agreement - International
lock iconUnique Document ID: 59ec17e3385519179416265f3beda5a471910bc3
Timestamp Audit
February 8, 2022 3:06 pm PDTDominic M Frozen Semen Breeding Agreement - International Uploaded by Orrion Farms LLC - info@orrionfarms.com IP 4.14.70.8
February 8, 2022 3:43 pm PDTAngie Sellman - angie@orrionfarms.com added by Orrion Farms LLC - info@orrionfarms.com as a CC'd Recipient Ip: 98.191.105.158
January 5, 2023 2:40 pm PDTAngie Sellman - angie@orrionfarms.com added by Orrion Farms LLC - info@orrionfarms.com as a CC'd Recipient Ip: 98.191.105.150
September 12, 2023 11:45 am PDTAngie Sellman - angie@orrionfarms.com added by Orrion Farms LLC - info@orrionfarms.com as a CC'd Recipient Ip: 4.14.70.8
December 28, 2023 10:10 am PDTAngie Sellman - angie@orrionfarms.com added by Orrion Farms LLC - info@orrionfarms.com as a CC'd Recipient Ip: 4.14.70.8
December 28, 2023 11:17 am PDTOFW Sales - sales@orrionfarms.com added by Orrion Farms LLC - info@orrionfarms.com as a CC'd Recipient Ip: 4.14.70.8
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