MediVet Biologics Tissue Processing Agreement

THIS AGREEMENT (“Agreement”) is entered into by and among MediVet Biologics and Client (and Account Holder, if Client is not also the Account Holder both hereby referred to as “Client”) and effective as of date this Agreement is accepted by MediVet Biologics (“Effective Date”) by Client physically signing or digitally submitting lab service forms for any and all tissue processing services. Whereas, Client is the legal owner of a veterinary patient (“Case”) who has undergone the removal and processing of adipose, blood or other tissue using MediVet Biologics technology under the care of a veterinarian licensed to practice veterinary medicine in their area (“Veterinarian”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party hereto (“Party”), intending to be legally bound, hereby agrees as follows:

  1. SERVICES
    1. Client hereby requests and engages MediVet Biologics to provide or cause to be provided, tissue processing services which may involve the testing, processing, freezing, storage, withdrawl, transfer, donation, shipping, transportation and/or other use of tissue (or stem or other cells derived from tissue) and any and all other goods and provided by or on behalf of Client for use to MediVet Biologics (collectively, “Goods”), the storage in vapor nitrogen or such goods (“Storage”) and /or the disposal of such Goods and services ancillary or related to such services, in each case, as permitted and contemplated hereby (collectively, “Services”).
  2. FEES
    1. Client agrees to pay any and all fees that may be or become due and payable to MediVet Biologics hereunder or in connection Case as indicated on the Payment Form herewith on a timely basis and otherwise contemplated hereby.
    2. MediVet Biologics will not be responsible if Client refuses to pay or fails to pay any such fee or otherwise comply with and satisfy each term and condition of this agreement: (i) MediVet Biologics will not be obligated to test, process, freeze, store, withdraw, transfer or ship Goods; (ii) MediVet Biologics will not be obligated to provide any other services; (iii) MediVet Biologics will reserve the right to cease providing Goods or Services and may destroy, claim ownership, or dispose of Goods as permitted hereby.
    3. An Initial Banking Fee (“Initial Fee”) will be payable in full to MediVet Biologics before the reception of Goods by MediVet Biologics by Client.
    4. A Yearly Banking Fee (“Yearly Fee”) will be payable in full to MediVet Biologics by Client before the anniversary date of Good storage. MediVet Biologics reserves the right to claim ownership of Goods at any point if Yearly Fee is left outstanding greater than 30 days of coming due.
    5. Retrieval Fees (“Retrieval Fees”) applicable to the Case will be payable to MediVet Biologics by Client prior to shipment of Goods
    6. Adipose Tissue Processing (“Adipose Processing Fees”) applicable to the Case will be payable to MediVet Biologics by Client prior to processing of Goods. Should Goods be sent to MediVet Biologics without prior payment of Adipose Processing Fees by client MediVet Biologics reserves the right to claim ownership of said Goods.
    7. K9-ACV Processing (“ACV Fees”) applicable to the Case will be payable to MediVet Biologics by Client prior to shipment of finished Goods to Client. MediVet Biologics reserves the right to claim ownership of Goods at any point if ACV Fee is left outstanding greater than 30 days of coming due.
    8. MediVet Biologics reserves the right, in its discretion, to make reasonable adjustments to the Yearly Fee and Retrieval Fees. In the event of an increase, Client will receive written notification of such increase.
  3. TERMINATION
    1. Client Termination: This Agreement may be terminated by the Client at any time by written notice to MediVet Biologics. No refunds will be given for Goods paid by Client before Client Termination.
    2. Spontaneous Termination: This Agreement will be terminated by MediVet Biologics whereas no Goods remain in Storage due to removal request by Client’s Veterinarian with the intent of injection for autologous use. No refunds will be given for remaining portion of Yearly Fee associated with said Case.
    3. Loss of Goods Termination: This Agreement may be terminated involuntarily in the case of loss of cells beyond the reasonable control of MediVet Biologics. This includes but is not limited to acts of nature, violence or crime, fire, acts of governments, disruption of utilities or public services, strikes or labor shortages, or any law, proclamation, ordinance, demand, or requirement of any government agency, or any act or occurrence that is beyond the control of MediVet Biologics during. In the event this agreement is terminated by Loss of Goods as indicated above, MediVet Biologics shall refund the Client the sum of the Initial Fee for all Cases affected.
    4. Termination by MediVet Biologics: This Agreement may be terminated by MediVet Biologics at any time by giving Client 60 Days written notice. In the event this agreement is terminated by MediVet Biologics as indicated above, MediVet Biologics shall refund the Client the sum of the Initial Fee for all Cases affected.
    5. Termination by Breach: This Agreement may be terminated by MediVet Biologics for failing to pay or not providing information with which to corroborate funds for payment. In this event, MediVet Biologics will make reasonable forms of contact with Client but may in its discretion terminate this Agreement without notice. No refunds will be given for unused Goods of Yearly Fee associated with said Case and all unused Goods shall hence be owned by Medivet Biologics to use or dispose of as permitted hearby.
    6. Termination by Death: This Agreement may be terminated without penalty to Client upon the death of Case. No refunds will be given for remaining portion of Yearly Fee associated with said Case.
  4. OWNERSHIP OF GOODS
    1. By acceptance of this agreement Client acknowledges that Goods pertaining to indicated Case are solely owned by Client unless the agreement is terminated by a Breach for lack of payment in which case MediVet Biologics will take ownership of all unused Goods to use or dispose of as permitted hearby. (i)Goods claimed by MediVet Biologics as permitted by the terms of this agreement shall be free for use by MediVet Biologics for but not limited to; disposal, product development, research, experimentation, laboratory testing, resell, cell culturing or expansion, tissue manipulation and/or modification within the extent of governing law and regulation.
    2. By acceptance of this agreement Client acknowledges that they have no claim of ownership to any and all byproducts, waste and excess materials not consumed in the preparation of the finished Goods. The materials are deemed the property of MediVet Biologics for which they are entitled to use as so defined in Section 4.1 (i).
    3. By acceptance of this agreement Client acknowledges that Goods pertaining to indicated case will be used in a solely autologous manner.
  5. DISCLAIMER OF WARRANTIES
    1. Client acknowledges and agrees that MediVet Biologics is not a provider of veterinary care and is not providing Client with any services constituting the practice of veterinary medicine.
    2. Client acknowledges that MediVet Biologics does not guarantee that any cells will benefit the treatment of and disease or any other purpose.
    3. Client acknowledges that MediVet Biologics is not responsible for any services provided by any Veterinarian or Veterinarian staff or any other product or service provided by any other person or entity other than MediVet Biologics, including, without limitation, any laboratory test, injections or administration of therapy, collection kit, packaging material, or courier service.
    4. CLIENT AGREES THAT IN NO EVENT SHALL MEDIVET BIOLOGICS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF MEDIVET BIOLOGICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, AND ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ITS IMPLEMENTATION, INCLUDING BUT NOT LIMITED TO, FROM THE USE OF OR INABILITY TO USE GOODS. CLIENT ALSO AGREES THAT IN NO EVENT SHALL THE TOTAL LIABILITY OF MEDIVET BIOLOGICS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ITS IMPLEMENTATION EXCEED THE TOTAL AMOUNTS THAT YOU HAVE PAID TO MEDIVET BIOLOGICS. YOU AGREE THAT THIS SHALL CONSTITUTE YOUR DECLARATION OF VALUE OF THE STEM CELLS DEPOSITED WITH MEDIVET BIOLOGICS, AND THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  6. LIMITATIONS OF LIABILITY
    1. MediVet Biologics shall not be liable for damages caused by Client’s dishonesty, bad faith, willful misconduct or gross negligence or any breach hereof by Client or otherwise caused by Client or any related act by Client in connection with this Agreement or Goods or Services.
    2. MediVet Biologics shall not be liable for damages caused by veterinarian’s dishonesty, bad faith, willful misconduct or gross negligence or any breach hereof by Client or otherwise caused by Veterinarian or any related act by Veterinarian or Veterinarian staff in connection with this Agreement or Goods or Services.
  7. INDEMNIFICATION
    1. Client shall indemnify, hold harmless, and promptly reimburse MediVet Biologics and each related party of MediVet Biologics (collectively “Indemnified Persons”) for, and shall pay to each Indemnified Person the amount of, any loss, liability, claim, judgment, settlement, damage (including punitive, incidental, consequential and special damages), expense suffered, incurred, or realized by, or asserted against, such Indemnified Person (collectively “Damages”), whether or not involving any third-party claim, arising, directly or indirectly, from, as a result of or in connection with or otherwise relating to:
      1. any dishonesty, bad faith, willful misconduct, or gross negligence by or of Client, any related party of Client or Client’s Veterinarian AND/OR
      2. and breach by Client of this Agreement or any other agreement, arrangement, understanding, or relationship
    2. Neither the indemnification or reimbursement for payment of Damages or any other remedy shall be affected by investigation conducted by or on behalf of MediVet Biologics with respect to, and delivery of this Agreement.
  8. AUTHORIZATION AND CONSENT
    1. Client represents and warrants to MediVet Biologics and acknowledges and agrees that Client is responsible for Veterinarian selection.
    2. Client represents and warrants to MediVet Biologics and acknowledges and agrees that Client is responsible for reading and understanding of all literature associated as it pertains to the Case.
    3. Client has authorized and directed a Veterinarian and Veterinarian staff to collect adipose tissue from a Case for packaging, transport, and delivery of the collected tissue/Goods to MediVet Biologics for processing and or storage.



200 Moore Drive Nicholasville, KY 40356
Phone: 800-365-9168     Fax: 859-422-5986    Email: info@medivetlabs.com