As canine trainers and independent
small training business owners it is Standard Operating Procedure to provide a contract with the sale of each trained canine.
The writing of the contract is an obligation of the seller, and not one to be taken lightly. It will be scrutinized and 'adjusted'
by a knowledgeable buyer and perhaps even examined by a professional legal consultant. As in all transactions of this nature
it behooves both parties to get it right.
As the contract writer per se a few simple tips in writing will help you formulate a workable Final Draft. First and foremost
ALL wording must be succinct to the point that none of it is open to interpretation. The wording should be as simple
and as concise as possible. Excessive verbiage is to be deleted and avoided. This will not only enable you to cover your position
should conflict arise, but it should also set the buyer's mind at ease that his position is covered as well.
You will be outlining in your contract what you, the seller, is going to furnish and what the buyer is agreeing to. This needs
to be short, concise and arranged in a logical and easily read manner. Once that is done and the Agreement is signed, it is
critical that you adhere to those 'representations' you have made, performance wise, time wise, etc. To do anything less immediately
degrades the seller/buyer relationship and is unprofessional. No where is the old adage “ The Devil is in the Details”
more applicable than in contract writing.
I would heartily suggest that you obtain a handful of sample copy contracts written by other trainers to other agencies and
read them carefully. See how they are arranged, see what is included and what is not, see what you would add or subtract
to or from them, see if they are easy to understand and cover both parties well. Getting started:
Once preliminary agreements have been settled upon via phone calls, email, or face to face meetings, you are ready to start
organizing your contract. It is done in sections or “Blocks”. After putting your Business name and contact information
on the upper left hand corner of the first page, you are ready for your first “ Block”.
Your first Block should be headed in bold print and titled Law Enforcement Canine Purchase Agreement or whatever is applicable
in your case ( Accelerant Canine, EOD Canine etc.). This Block should also contain the definitions of 'buyer' ,'seller' and
underwriter i.e. Buyer- Paradise Police Department plus location of the buyer, Seller- Joe Schmoe and the underwriter- Canine
Techs LLC. In addition a statement making the agreements and covenants in the contract applicable and binding should be included.
The second “Block” of your contract will be headed by the selling price agreed upon- i.e. “ For a Sum of
$10,000- the seller agrees to provide the following... This Block will be composed of 'representations'- statements of fact
about the party ( you) providing the canine and representations about the goods and services you are willing to provide. Things
like the canine trained in the areas of development agreed upon, the Handling School and accompanying materials you will conduct
with the prospective Handler, the type of Service Life, Health and Maintenance Training guarantees that will come with the
canine. Costs incurred to transport and lodge Trainer and K9, or Handler during the Handling School ( dependent upon where
the school is conducted) should be attributed here . It is a good idea to include a non-discrimination clause in this section
as well.
The third Block will be representations the buyer makes in agreement with the seller. These are basically assurances that
the buyer will provide something or conduct their K9 Unit in accordance with agreed upon policies and procedures. In this
Block the buyer will assure to the seller things like advising the seller of any changes in the K9/Handler team,providing
adequate training time, and providing a Civic-minded K9 Unit Policy Manual. It is in this Block that the
writer of the contract( you) should include a caveat of sorts by having the buyer agree to allowing the seller to dismiss
the Handler for any failures to meet certification standards, street performance, negligence, incompatibility etc. Most of
this block is composed of what is called 'conditions precedent'- conditions which must be assured by the buyer before the
transaction can be completed. At the end of this block, and after the terms of the Agreement have been agreed upon by both
parties, both parties will sign and date it. Also at this point in the document a compliance of law statement
should be inserted to the effect that the Agreement is in accordance with state statutes and that any amendment
or modification to the Agreement shall be in writing and executed in the same manner as the original document and that any
changes shall become part of the Agreement. The Agreement is now duly executed and the remainder of the contract can be more
explicit as to detail, and the transaction and conditions therein can proceed.
The fourth Block will be comprised
of warranties per se. Training Guarantee, Health Guarantee and Maintenance Guarantee. Each should be outlined in a paragraph
of its own,with it's own heading. Each of these respective guarantees should contain the following: a) What exactly
you are providing ( i.e.” canine trained in all areas of development indicated on front of this agreement) b)What exactly
you are willing to do to rectify any problems that arise with this specific guarantee. This provides the buyer with
'indemnification' in that he has written assurance that the situation will be rectified,and grounds to enforce it should
it not occur in a timely matter. c) What type of events will “trigger” the need to rectify an issue for either
party ( i.e.”if said canine fails to meet ASCT certification requirements...”) and d) Define exactly
those events that would cause a termination of the contract, referred to as “conditions out”. ( i.e. “Any
failure to certify, re-certify or failure to follow ASCT certification protocol will result in the contract becoming void.”)
The last part of the contract is a place for both parties to sign and date, verifying that the transaction has been completed
to the satisfaction of both parties and that the contract has been duly 'executed'. Once the rough draft of your Agreement/Contract is written up,
have it proof read by more than one objective party, if possible. Better yet if any of the parties have experience
with this type of contract. See if it is concise and precise, easily understood, in a logical order, and that the proverbial
bases are covered for both parties. Have them, and yourself be on the lookout for excessive verbiage, redundancy,anything
that could be misconstrued, anything that is open to interpretation, and any unnecessary words or wording. It should be legible
and easy to understand for both the layperson and the legal eagles. While proof reading, you or anyone else viewing the document
should be on the lookout for ( no kidding...) grammatical errors, misspelling,and improper punctuation. At best any of these
things immediately put forth an unprofessional appearance, at worst, they can cause confusion and mistakes in interpretation.
In this high tech age many computer document programs are readily available which will help those challenged by such things
immensely.
The final draft of your contract can now be put together. Once you have 'cleaned up' the rough draft, you will need to condense
it, preferably into a total of two pages. In many cases this just plain doesn't seem possible, but by trimming out any excessive
or redundant wording you can shorten the draft considerably. Secondly, and what I found most important, is again a reliance
on modern technology. The same computer document programs I just mentioned allow you to adjust the font size on your text
( or parts of your text) and more importantly, to adjust your margins. Smaller margins allow more text per page-simple solution.
Glossary
of Contract Terminology
Affirmative covenant-promise to take specific
action should a given event occur. “ If said canine fails to meet ASCT requirements, the seller will resolve the difficulty
in the following manner.....” In a contract of this nature this may be the only type of covenant applicable...a promise
from seller to buyer.
Buyer- person/entity/agency purchasing the dog. For purposes of clarification is always
referred to as 'buyer' after the definitions in the introduction.
Conditions precedent- provisions which specify
the requirements that must be satisfied before a party is obligated to perform under a contract or before the closing of a
contract occurs.” Buyer agrees to: Assure that policy/procedure of agency will include K9 policy that will reflect civic-mindedness
and will encompass safety measures set forth in the Handling School”
Conditions 'out'- provisions that potentially give one
or both parties the ability to get out of the transaction.” Handler must remain ASCT certified for contract to remain
valid.”
Enforceability
Representations-representations made that a court could enforce by either granting monetary damages or equitable relief.”....if
problem continues,canine may be retrained, replaced, or both, at sellers discretion.”
Execution- the end result of the contractual
completion of the transaction and fulfillment of provisions to both parties satisfaction. Indemnification-a provision which requires that a party breaching a representation or warranty on the contract 'indemnify'
the other party for all costs, damages and losses incurred as a result of the breach.“
Expense to the buyer will occur for all evaluations and repeat training in the event of handler error..”
Representations about the parties- representations made where particular facts about a party are
relevant to it's ability to perform it's contractual obligations. “ The seller, certified as Master Trainer with ASCT
is qualified to conduct training of the canine in the following areas of development...” Representations about the subject matter- representations made to ensure the other party is getting what it bargained
for.” canine trained in the following areas of development:
Dual Purpose/ Narcotics Detection, Patrol officer Protection, Apprehension...”
Triggering events- events which will give each party the contractual right to enforce remedies to a lapse in performance by
the other party.” ...if canine error is found, handler and canine will be assisted for a period of time at sellers discretion...”
