Exhibit 10.15


 


	
  

  	
   

  	
  12575
  W. Bayaud Ave.

  
	
   

  	
  Lakewood,
  Colorado USA 80228

  
	
   

  	
   

  
	
   

  	
  Mailing
  Address: PO Box 150899

  
	
   

  	
  Denver,
  Colorado USA 80215-0899

  
	
   

  	
   

  
	
   

  	
  303/986-2800               800/252-2242

  
	
   

  	
  Fax:
  303/986-1700

  
	
   

  	
  www.aahanet.org

  



 


SPONSORSHIP LETTER OF AGREEMENT


 


June 30,
2008


 


MWI
Veterinary Supply Co.


Jim
Cleary, President


651
S. Stratford, Suite 100


Meridian,
Idaho 83680


 


Dear
Jim:


 


This
letter will set forth the terms and conditions of the sponsorship agreement
between the American Animal Hospital Association (“AAHA”) and MWI Veterinary
Supply Co. (“MWI”) setting forth our respective rights and obligations.


 


Term


 


The
term of this Agreement will be for a period of ten (10) years commencing July 1,
2008, and will terminate on June 30, 2018.


 


Financial
Obligation


 


The
total financial commitment of MWI for the term of this Agreement will be One
Million Five Hundred Thousand Dollars ($1,500,000.00) payable in annual
installments of $150,000 (“Sponsorship Fee”).


 


Sponsorship
Opportunities


 


In
exchange for the Sponsorship Fee and for the term of this Agreement, AAHA will
recognize MWI as its Exclusive Endorsed Distributor of Animal Health Products
and present sponsorship opportunities for MWI’s consideration no later than April 30th
of each year during the term of this Agreement. 
MWI shall then have until June 15th of each year to
confer with AAHA and decide upon the allocation of the various sponsorship opportunities
presented by AAHA.  The $150,000 annual
installment shall be paid by MWI on or before July 31st of each
year.  For the first year of this
Agreement, the parties agree that the sponsorship opportunities will be
presented no later than July 30, 2008, and MWI shall have until August 30,
2008, to confer with AAHA 


 

















 


and
decide upon the allocation of the sponsorship opportunities.  The initial $150,000 Sponsorship Fee will be
due on or before September 15, 2008.


 


AAHA
agrees to present annual sponsorship opportunities which are equal to the
$150,000 annual Sponsorship Fee.  Such
opportunities will be similar to those provided to AAHA Services Corporation
prior to the execution of this Letter of Agreement.


 


Non-disparagement


 


Neither
MWI nor AAHA shall make any statement regarding the other, or any of their
products, that would tend to (i) portray such party or product in an
unfavorable light, (ii) disparage such party or product, or (iii) imply
anything negative about the efficacy, safety or quality of any such product.


 


Use of
Confidential Information


 


Except
as required by any services to be provided hereunder, AAHA and MWI agree that
each will not use, disclose, lecture upon or publish articles concerning any
confidential or proprietary information disclosed to it by or on behalf of the
other party without the prior written consent of that party and will hold all documents
containing confidential or proprietary information in a safe and secure manner
so as to prevent their inadvertent disclosure to third parties.


 


Indemnification


 


AAHA shall indemnify and hold harmless MWI, its parent companies,
subsidiaries, affiliates, officers, directors and employees (each an “Indemnitee”)
from and against any and all liabilities, claims, damages, suits and losses of
any kind (including reasonable attorneys’ fees and expenses) which may be
suffered or incurred by an Indemnitee as a result of any breach by AAHA of this
Agreement, AAHA’s negligence or willful misconduct, or AAHA’s infringement of
any third party’s intellectual property rights.


 


MWI shall indemnify and hold harmless AAHA, its subsidiaries,
affiliates, officers, directors and employees (each an “Indemnitee”) from and
against any and all liabilities, claims, damages, suits and losses of any kind
(including reasonable attorneys’ fees and expenses) which may be suffered or
incurred by Indemnitee as a result of any breach by MWI of this Agreement, MWI’s
negligence or willful misconduct, or MWI’s infringement of any third party’s
intellectual property.


 


Authority
of parties


 


This
agreement does not constitute either party as the agent, employee or
representative of the other for any purpose whatsoever. Neither party is
granted an express or implied right or authority by the other party to assume
or create any obligation or responsibility on behalf of, or in the name of, the
other party, or to bind the other party in any manner whatsoever.


 


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Intellectual
Property


 


Each
of the parties acknowledges and agrees that the other party has and will invest
substantial time, money and other resources in the development of their respective
Intellectual Property.  Each party also
acknowledges the other party’s ownership of and license to their existing
Intellectual Property and agrees that it shall not do anything to invalidate
such property of the other party.  
Nothing contained in this Agreement shall give a party any right, title
or interest in the Intellectual Property of the other party.  Without the written consent of the other
party, neither party shall use the Intellectual Property, or any part thereof,
of the other party as a part of the party’s corporate or trade name or the
corporate or trade name of any parent, subsidiary, associated, affiliated or
related company.  Both parties agree that
they will not take any action that would create any confusion in the other
party’s Intellectual Property.  Neither
party shall assign, transfer or otherwise convey the other party’s Intellectual
Property nor grant a license to use the Intellectual Property to any person,
firm or entity, including but not limited to, any parent, subsidiary, associated,
affiliated or related company.  Each
party agrees to notify the other party of any unauthorized use of the
Intellectual Property within five (5) days after such unauthorized use
comes to the attention of the that party. 
MWI agrees that it will not use any of AAHA’s Intellectual Property in
connection with such marketing without AAHA’s prior written approval.  AAHA agrees that it will not use any of MWI’s
Intellectual Property in connection with such marketing without MWI’s prior
written approval.  The parties agree that
their remedies at law may be inadequate in the event a party violates this
provision and that the non-breaching party may obtain injunctive relief against
the breaching party in addition to any other remedies at law which the party may
have. “Intellectual Property” shall include
all trademarks, servicemarks, copyrights, any applications therefore, logos,
symbols, business manuals or policies created by MWI or AAHA, and tangible or
intangible material created by MWI or AAHA and that are used by MWI or AAHA.


 


Termination


 


This
Agreement may only be terminated before the termination date set forth in Section 2
by either party for a material breach by the other party of any of its
obligations as set forth in this Agreement upon forty-five days (45) written
notice to the breaching party.  The
breaching party shall then have thirty (30) days to make reasonable efforts to
cure the default.  Upon termination, the
terms and conditions of this agreement which are intended to survive shall
continue in full force and effect.  This
Agreement may also be terminated upon forty-five days (45) days notice, subject
to the right to cure, by AAHA or MWI upon the occurrence of any of the
following events: (a) MWI’s failure to make any payments to AAHA when due
(in which case the entire amounts due shall become immediately due and
payable); (b) AAHA or MWI cease or threaten to cease to function as a
going concern, becomes insolvent, make an assignment for the benefit of
creditors, file a petition in bankruptcy, permit a petition in bankruptcy to be
filed against it, admit in writing the inability to pay debts as they become
due, or have a receiver appointed for a substantial part of its assets; or (c) the
misuse of the Proprietary Materials by either party.


 


Dispute
Resolution


 


If
a dispute arises between the parties regarding their rights or obligations
under this Agreement, the parties shall first attempt to settle the dispute by
direct discussions.  If the dispute
cannot be settled by the parties by direct discussions, then the parties agree
to endeavor to settle the dispute in an amicable manner by mediation
administered by the American Arbitration Association under its Commercial
Mediation Rules.  Thereafter, any unresolved
dispute arising from or 


 


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relating
to this Agreement or a breach of this Agreement shall be resolved as provided
by this Agreement and by law.


 


Assignment


 


Neither
AAHA nor MWI may assign this Agreement or any of the rights granted hereunder
without the prior written approval of the other party.  Any assignment without such prior written
approval shall be void.


 


Entire
Agreement and Amendments


 


This
Agreement contains the entire agreement between the parties with respect to
this Agreement and any related transactions, and supersedes all prior
arrangements, understandings, agreements and covenants among the parties.  This Agreement may be amended at any time if
such amendment is in writing and signed by each of the parties hereto.


 


Severability


 


Should
any term of this Agreement be declared by any court of competent jurisdiction
to be invalid for any reason, then the remainder of this Agreement shall remain
in full force and effect and that portion which is determined to be invalid
shall be severed.


 


Waiver


 


Any
term or condition of this Agreement may be waived at any time by a party
entitled to the benefit thereof if such waiver is in writing and signed by the
waiving party.  A waiver of any term or
provision shall not be construed as a waiver of any other term or provision of
this Agreement.


 


Governing
Law


 


This
Agreement shall be governed by Colorado law. 
Any proceeding initiated by MWI arising out of or in connection with
this Agreement will be determined solely by the federal court sitting in the
City and County of Denver, Colorado (or, if the federal court denies
jurisdiction, the state court sitting in the City and County, Colorado), and
any proceeding initiated by AAHA arising out of or in connection with this
Agreement will be determined solely by the federal court sitting in Ada County,
Idaho (or, if the federal court denies jurisdiction, the state court sitting in
Ada County, Idaho), and the parties consent to the jurisdiction and venue of
those courts.


 


Notice


 


Any
notice required or permitted to be given to the parties pursuant to the terms
of this Agreement shall be sent certified mail, return receipt requested, or by
facsimile transmission to the parties at the address stated below.  All notices shall be deemed given when
deposited in the mails, postage prepaid.


 


	
   

  	
   

  	
  AAHA:

  	
   

  	
  American
  Animal Hospital Association

  
	
   

  	
   

  	
   

  	
   

  	
  Attn:
  John W. Albers, Executive Director

  
	
   

  	
   

  	
   

  	
   

  	
  12575
  W. Bayaud Ave.

  
	
   

  	
   

  	
   

  	
   

  	
  Lakewood,
  CO 80228

  
	
   

  	
   

  	
   

  	
   

  	
  Fax:
  (303) 986-1700

  



 


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  MWI:

  	
   

  	
  Jim
  Cleary

  
	
   

  	
   

  	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
  MWI
  Veterinary Supply Co.

  
	
   

  	
   

  	
   

  	
   

  	
  651
  S. Stratford, Suite 100

  
	
   

  	
   

  	
   

  	
   

  	
  Meridian,
  Idaho 83680

  



 


 


Either
party may change the address at which it is to receive notice by notifying the
other party in writing of the change.


 


Thank
you for your continued support of AAHA, our members and the veterinary
profession. We look forward to working with you on as we continue to expand and
grow the relationship between AAHA and MWI. If this Letter of Agreement is
acceptable to MWI, please sign two copies of this letter and return them to me.
We will sign the copies and return one to you.


 


 


AMERICAN ANIMAL HOSPITAL ASSOCIATION


 


 


	
  /s/
  John W. Albers, DVM

  	
   

  	
  7/01/08

  
	
  John
  W. Albers, DVM, Executive Director

  	
   

  	
  Date

  



 


 


MWI VETERINARY SUPPLY CO.


 


 


	
  /s/
  Jim Cleary

  	
   

  	
  7/1/2008

  
	
  Jim
  Cleary, President

  	
   

  	
  Date

  



 


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