Consulting Agreement
CONSULTING AGREEMENT
1. SERVICES
Veterinary Malpractice Consultants, LLC (“VMC”) agrees to perform consulting services for Client as follows:
- Provide a list of licensed Veterinarians from which Client will choose one (the “VMC Reviewing Veterinarian”) to review all veterinary reports and records regarding Client’s animal and the medical treatment of that animal by a third party Veterinarian(s); and
- Provide a resume and written report from the VMC Reviewing Veterinarian to Client that fully explains the VMC Reviewing Veterinarian’s expert opinion and basis for that opinion, on the following issue: whether there is evidence that a violation of the standard of practice for Veterinarians in the subject jurisdiction has occurred involving the medical treatment provided to the subject animal (the “Report”).
2. COMPENSATION
Client will pay VMC the agreed upon flat fee for the services.
3. OWNERSHIP
Client represents and warrants to VMC that they are an owner of the subject animal with full authority to contract for the consulting services.
4. PURPOSE AND USE OF WORK PRODUCT
Client understands that the VMC Reviewing Veterinarian’s opinion is their own. Veterinarians may have differing opinions about any matter and opinions and outcomes are not and cannot be guaranteed by VMC or the VMC Reviewing Veterinarian. Client further understands and agrees that admissibility rules for expert opinions varies by jurisdiction. VMC cannot and does not guarantee that the Report is compliant with any local court rule or standard for purposes of admissibility as an expert opinion. Client is solely responsible to identify whether the Report is admissible in any judicial proceeding. Client is advised and has had the opportunity to consult with an attorney prior to engaging VMC if Client intends to use the Report for any purpose other than personal use.
Neither VMC nor the VMC Reviewing Veterinarian is obligated to provide any work product beyond the Report pursuant to this Agreement, including but not limited to live or written testimony, rebuttal opinions, appearance at deposition or other court or administrative hearing, communications with insurers or attorneys for Client or opposing parties, etc. If Client wishes to retain the VMC Reviewing Veterinarian for any additional witness services, Client must negotiate a separate witness agreement with the VMC Reviewing Veterinarian.
Client agrees not to subpoena or otherwise compel VMC or the VMC Reviewing Veterinarian to testify in any pending or future administrative or judicial proceeding. Neither VMC nor the VMC Reviewing Veterinarian will voluntarily testify in any pending or future administrative or judicial proceeding regarding this matter unless a separate witness agreement has been reached with the VMC Reviewing Veterinarian. Any effort made by Client or a third party to subpoena or otherwise compel VMC or the VMC Reviewing Veterinarian to testify in any pending or future administrative or judicial proceeding related to this Agreement or the Report shall be quashed at Client’s sole expense, including but not limited to payment of attorney’s fees, court costs, and travel.
Client shall not publish any opinion produced by a VMC Reviewing Veterinarian in any way, whether for personal, business, threatened litigation, or litigation purposes without prior written permission of VMC.
5. ERRORS
A request for correction to the Report may be submitted to VMC in writing within 15 calendar days after the Report is remitted to Client or the Report is final. Client understands that the VMC Reviewing Veterinarian’s opinion is their own and any correction request will be approved or denied in the sole discretion of the VMC Reviewing Veterinarian.
6. CLIENT’S DUTIES
Client agrees to produce all veterinary records, reports, images, diagnostics, and other recordings regarding the subject matter to VMC. Client shall comply with all requests of VMC to produce such documents. Neither VMC, nor the VMC Reviewing Veterinarian, are responsible for gathering such documents. Client agrees to produce all documents within 30 days of the execution of this Agreement or VMC’s obligations pursuant to this Agreement shall be concluded without refund to Client.
VMC understands that these matters are difficult and emotionally taxing for its clients, however VMC does not tolerate any abusive, violent, destructive, menacing, or harassing behavior from the Client or any party acting on behalf of the Client toward VMC or the VMC Reviewing Veterinarian. If such behavior occurs, VMC may immediately terminate this Agreement without providing any further services or refund of fees paid.
7. CONFIDENTIALITY
VMC agrees to retain all non-public information obtained from Client as confidential and agrees not to release or discuss any of such information unless VMC has obtained the prior written consent of Client or is otherwise forced, compelled, or required to disclose this information by operation of law or applicable government authority.
8. CONFLICT OF INTEREST
Client shall immediately notify VMC, in writing, upon discovery of any actual or potential discovery of a conflict between the VMC Reviewing Veterinarian, Client, or any prior treating Veterinarian. If the Client or VMC Reviewing Veterinarian discovers an actual or potential conflict, a new VMC Reviewing Veterinarian shall be assigned by VMC. VMC agrees that during the life of this Agreement, it shall not provide an opposing consultation to any other person or entity in connection with the matters that are the subject of this Agreement without the prior written consent of Client.
9. TERMINATION
VMC may terminate this Agreement pursuant to Paragraph 6 of this Agreement or otherwise upon written notice to Client for any breach of this Agreement by Client. Such termination does not relieve Client in any way from payment for services rendered or expenses already incurred by VMC. If VMC cannot identify a VMC Reviewing Veterinarian to perform the services within a reasonable period of time, VMC shall refund the fee paid by Client.
Client may terminate this Agreement upon written notice to VMC for any reason. Once VMC has identified a VMC Reviewing Veterinarian, no refund of any fee paid by Client shall be issued.
10. DISPUTES
Before filing any legal or administrative action against VMC, Client must first provide VMC with written notice of the nature of Client’s claim and wait at least 15 days from the date notice was sent. If the dispute is not resolved to the mutual satisfaction of the parties within 15 days of the notice, the Client may pursue litigation or other legal means to resolve the issue.
If either party is required to retain the services of an attorney to enforce the provisions of this Agreement, then in such case the Client agrees to pay reasonable attorney’s fees and all costs and expenses, including collection costs, incurred by VMC provided that VMC is the prevailing party in said matter either by settlement, litigation, or otherwise.
11. LIABILITY
VMC and the VMC Reviewing Veterinarian neither assume nor accept any liability to Client with respect to the quality or sufficiency of any results achieved by the use of the services contemplated herein or the related work product furnished to Client. VMC and the VMC Reviewing Veterinarian assume no liability in contract, tort, strict liability or otherwise, to Client exceeding the amount actually paid to VMC by Client pursuant to this Agreement, nor shall VMC and the VMC Reviewing Veterinarian be liable for any indirect, special, incidental, consequential, or punitive damages to Client. Client agrees that use of VMC’s services is entirely at their own risk. The services are provided “as is,” without warranty of any kind, either expressed or implied, including without limitation any warranty for products and services provided through or in connection with the service. Client acknowledges that VMC and its directors, officers, volunteers, representatives and agents are not responsible for errors, omissions, acts or failures to act of any party or entity conducting an activity on behalf of VMC.
12. GOVERNING LAW
This Agreement shall be governed by the laws of Ohio and enforced in the appropriate court with jurisdiction over Wadsworth, Medina County, Ohio.
13. INVALIDITY
A determination by a Court that any provision of this Agreement is invalid shall not invalidate the entire Agreement. If any such provision is declared unenforceable or invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law.
14. INTERPRETATION
Should any provision of this Agreement require judicial interpretation, the Court Shall not apply a presumption that the term shall be more strictly construed against one party or the other by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the it.
15. ASSIGNMENT
This Agreement shall not be assigned, pledged or transferred in any way by either party hereto without the prior written consent of the other party.
16. FORCE MAJEURE
Neither party shall be liable by reason of any failure or delay in the performance of its obligations because of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, earthquakes, acts of God, war, governmental action, labor conditions, material shortages, or any other cause which is beyond the reasonable control of such party.
17. ENTIRE AGREEMENT / MODIFICATION
This Agreement contains all the representations by each party to the others and expresses the entire understanding between the parties with respect to the matters at issue. The parties agree that all prior communications are merged into this Agreement, and that there are no terms or conditions other than those set forth herein. No statement or promise of a party shall be binding unless reduced to writing and signed by that party. No modifications of this Agreement shall be binding unless they are in writing and signed by all parties.
18. ELECTRONIC SIGNATURE
The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.
CLIENT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THE TERMS OF THIS CONSULTING AGREEMENT.