Agreement of Cooperation
Between
the Verband der Züchter und Freunde des Ostpreußischen Warmblutpferdes Trakehner Abstammung, represented by its Chairperson Petra Wilm and its Substitute Chairpersons Hans-Werner Paul and Jürgen Hanke, Rendsburger Straße 178a, D-24537 Neumünster, Federal Republic of Germany – hereinafter called “ Trakehner Verband” --
and
the American Trakehner Association, Inc. represented by its President Brad Kerbs and its Vice President Shawnda Nadeau, 1536 West Church Street, Newark, Ohio 43055 USA – hereinafter called “ATA” –
PREAMBLE
The Trakehner Verband and the ATA breed the East Prussian Warmblood horse of Trakehner Origin (“Trakehner Horse”) according to the principle of pure breeding as specified in the corporate regulations or bylaws of both associations.
The Trakehner Verband and the ATA desire to promote cooperation between affiliated Trakehner breeding organizations on the basis of existing stud book rules with the goal of coalescing into a worldwide Trakehner population.
The Trakehner Verband and the ATA advise and support each other in all matters relating to the breeding of the Trakehner horse so as to comply with the provisions of the objects set out in their bylaws or corporate regulations and to provide for acceptance and propagation of the Trakehner Horse in the area covered by this Agreement.
The basis for the cooperation between the Trakehner Verband and the ATA is the Agreement of November 12, 1978, and the Supplemental Agreement of 1983. The use of the double moose antler, a registered Trademark of the Trakehner Verband in the U.S. under No. 1,775,616 and in Canada under No. 247,006, by the ATA is additionally regulated in the License Agreement of February 18, 1998.
Both parties intend to base their cooperation on a new, up-to-date contractual agreement that considers experiences gained over the past decades of working together.
Both parties therefore agree as follows:
§ 1 – AREA COVERED, BREED ASSOCIATIONS, BREEDING GOAL
1. The Agreement covers the breeding area of the North American continent. This includes, in particular, the breeding areas of the United States of America, Canada and Mexico.
2. The ATA irrevocably recognizes the Federal Republic of Germany as the original breeding area for the Trakehner Horse and the Trakehner Verband as the original breed association. The ATA agrees not to act in any way detrimental to the interests of the Trakehner Verband.
3. The Trakehner Verband irrevocably recognizes the area covered by this Agreement as an affiliated breeding area and the ATA as the affiliated breed association for this area. The Trakehner Verband recognizes the ATA as the sole affiliated breed association in the area covered by this Agreement and will not recognize any other affiliated breed associations in the area covered by this Agreement without consent of the ATA. According to the provisions of this Agreement, all matters relating to the breeding of the Trakehner Horse within the area covered by this Agreement are under the exclusive control of the ATA.
The provisions of this paragraph affect the breeding area of the North-American continent outside of the United States of America under the assumption that the activities of the ATA in the respective countries are in agreement with the applicable laws of these countries. If national laws in these countries should prevent activities of the ATA in these countries or lastingly impede them, the ATA and the Trakehner Verband together will try to find a common solution for such problems by effecting an appropriate amendment to this Agreement. If a solution for such problems should be impossible or if the parties are unable to agree on a solution after a period of three months from when one of the parties becomes aware of such problems and communicates them to the other party, the country affected will be excluded from the area covered by this Agreement.
4. The ATA promises to follow the principles of pure breeding of the Trakehner horse as defined in the corporate regulations, the registration rules and the breeding program of the ATA. The ATA’s corporate regulations, registration rules and breeding program must conform to the bylaws of the Trakehner Verband and must not contain any provisions that contradict the bylaws of the Trakehner Verband. Corporate regulations, registration rules and breeding program of the ATA as well as amendments thereto require the approval of the Trakehner Verband. The Trakehner Verband will not deny deviations from Trakehner Verband bylaws based on organizational or geographical necessities in the area covered by this Agreement unless there are preponderant breed-political interests that contradict them. The Trakehner Verband and the ATA will continue to mutually inform each other about amendments to their respective bylaws or corporate regulations.
5. Only horses that are bred according to pure Trakehner breeding principles (five (5) generations) will be accepted into the ATA Official Stud Book, (the first outside ancestor appearing no earlier than in the sixth (6 th) generation).
§ 2 – REGISTRATION RULES, STALLION APPROVAL
1. The ATA has its own Stud Book. The Trakehner Verband shall be able to access the Stud Book and the registry records of the ATA at any time. Upon request, the ATA will provide the Trakehner Verband with copies of all Stud Book entry and registration certificates at the end of a year.
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The Stallion Inspection Committee of the ATA, which is charged with the approval of stallions for the ATA Official Stud Book shall be composed, in principle, of three members selected by the ATA Board of Trustees, each having one vote, and a representative of the Trakehner Verband, i.e., the breed director or his representative, who has two votes. Both parties concurring, participation of the Trakehner Verband representative may be dispensed with in individual cases. The Trakehner Verband is to be informed of scheduled stallion inspections at least two months prior to their date with precise information regarding time and location of the inspection.
§ 3 – BRAND
1. The Trakehner Verband hereby grants the ATA and its members the right to use the double moose antler with an addition identifying the ATA as its mark and in the form of a brand as the recognized symbol of origin of a purebred Trakehner Horse registered with the ATA for all horses registered in the Official Stud Book of the ATA and its purebred progeny, in the form shown here:
2. The Trakehner Verband hereby grants the ATA and its members the right to use the single moose antler in the form of a brand as the recognized symbol of origin of an Anglo-Trakehner or Arab-Trakehner horse registered with the ATA that was sired either by an approved Trakehner stallion or foaled from an approved Trakehner mare (crosses between a purebred Trakehner horse and a Thoroughbred, purebred Arabian, Shagya or Anglo-Arab), in the form shown here.
3. All purebred Trakehner horses eligible for registration may – but are not obligated to – be branded with the brands described in paragraphs 1 and 2 above. In addition, identification by way of DNA is permissible.
4. The ATA has a partbred registry book (Official Registry Book, Division D) into which crosses between Trakehner horses and other breeds (except for Thoroughbreds, purebred Arabians, Shagyas and Anglo-Arabs) are registered. These horses may be branded with a control brand (an “A” above a “T”). Such horses cannot be registered in the Official Stud Book of the ATA (§ 1, Paragraph 5 of this Agreement). The ATA promises not to violate the principle of pure breeding by improperly transferring horses between breeding books.
5. In addition, the above emblems may be used on all documents, papers and letterheads of the ATA. Members of the ATA are also authorized to use the above emblems, as provided for in this Agreement, on their letterhead or in other cases permitted by the corporate regulations of the ATA.
6. The ATA and its members promise not to use the Trakehner brand in any way not expressly permitted in this Agreement and to support the Trakehner Verband in legal proceedings against third parties who violate these marks.
§ 4 – FEES
1. For use of the Trakehner brands by its members and for the registration of Trakehner Horses, the ATA shall pay the Trakehner Verband an annual lump sum, the amount of which is calculated from the average of the fees paid during the past three years before this Agreement becomes effective. If conditions for the calculation of fees should change significantly in the future, both parties may request a good-faith adjustment of this lump sum. A change is considered significant if the number of members and/or registered horses has changed by more than 15% compared to conditions existing when this Agreement was signed. The lump sum is payable in U.S. Dollars at the end of each calendar year.
2. The ATA takes over the travel expenses for the Trakehner Verband representative to attend the stallion inspection or other official procedures and events at which the ATA requests the attendance of a representative of the Trakehner Verband.
3. The parties will attempt to coordinate their media and public relations work for the Trakehner horse. Financial support of the media and public relations work of the Trakehner Verband by the ATA will be agreed upon from case to case.
§ 5 – DURATION AND TERMINATION OF AGREEMENT
1. This Agreement becomes effective on January 1, 2009, entered into for a duration of fifteen (15) years. It is automatically extended by another fifteen (15) years unless it is terminated in writing no later than one year before its expiration. After thirty (30) years, unless the agreement is terminated in writing at least one year prior to its expiration, the agreement will be extended one further year at a time.
2. Either party may terminate this Agreement in writing for cause without prior notice. An important cause is given, in particular, if significant provisions of this Agreement are being violated.
3. Upon termination of this Agreement, independent of the reason for such termination, the ATA and its members are no longer authorized to use the brands defined in §3 or any other brand that includes the double or single moose antler.
§ 5 – FINAL CLAUSES
1. This Agreement, as well as all disputes arising from or in connection with this Agreement, are subject to German law exclusively.
2. This Agreement is prepared in the German and English languages. The German-language version of this Agreement is the legally binding one.
3. If any one clause of this Agreement should be held to be invalid, entirely or in part, the validity of the remaining clauses, if in doubt, is not touched thereby. Such invalid clause is to be replaced by a clause which in a legally permissible way reflects the intent and purpose of the ineffective clause as well as economically possible.
4. In case of disputes arising from this Agreement, the international cognizance of the German courts is agreed upon and, in particular, the District Court at Hamburg as the cognizant court of first instance.
5. With the effective date of this Agreement, the Agreement of November 12, 1978, as well as the Supplemental Agreement of 1983 lose their validity. The license agreement of February 18, 1998, continues to exist without change, with merely references to the Agreement of November 12, 1978, and the Supplemental Agreement of 1983 being appropriately replaced by reference to the present Agreement. |
