Backup Documents 02/28/2023 Item #16D3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 6 D 3
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney
Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney
Office no later than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with
the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. Risk Risk Management -60 31l/2,"
2. County Attorney Office County Attorney Office I .� 43)01k3
4. BCC Office Board of County
Commissioners RL � l W 3/3/23
4. Minutes and Records Clerk of Court's Office
01#1 Va/P1 Ian
5. Procurement Services Procurement Services
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event
one of the addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Ana Reynoso/PROCUREMENT Contact Information 239-252-8950
Contact/ Department
Agenda Date Item was FEBRUARY 28, 2023 Agenda Item Number 16.D.3.
Approved by the BCC
Type of Document CONTRACT Number of Original 1
Attached Documents Attached
PO number or account N/A 22-038-NS Hill's Pet
number if document is Hill's Pet Nutrition Nutrition Sales,
to be recorded
Sales, Inc. Inc.
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature STAMP OK N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the AR
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 02/28/2023 and all changes made during N/A is not
the meeting have been incorporated in the attached document. The County an option for
Attorney's Office has reviewed the changes,if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC, all changes directed by the BCC have been made,and the document is ready for the !1. an option for
Chairman's signature. this line.
: RECEIVED FEB 28 2023
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COLLIER COUNTY NON-STANDARD AGREEMENT #22-038-NS
FOR
"In-Shelter Pet Food"
BETWEEN
COLLIER COUNTY
AND
HILL'S PET NUTRITION SALES, INC.
ATTACHED:
SHELTER AGREEMENT
(24-pages)
Division Name:
Domestic Animal Services
7610 Davis Blvd
Naples, FL 34104
Contract Administrator:
Viviana Giarimoustas, Contract Administration Specialist
P: (239)252-4915
E: Viviana.Giarimoustas@colliercountyfl.gov
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SHELTER AGREEMENT
THIS AGREEMENT is made and entered into the e g day of 1r-G1)W , 2023 (the
"Effective Date"), by and between HILL'S PET NUTRITION SALES, INC., a Delaware corporation
with its principal place of business located at 400 SW 8th Avenue, Topeka, Kansas 66603 ("Hill's" or
"Contractor"), and COLLIER COUNTY, on behalf of Domestic Animal Services Division, a political
subdivision of the State of Florida with its place of business located at 7610 Davis Blvd, Naples, Florida
34104("Shelter"or"County)(collectively,the"Parties").
WHEREAS, Hill's and the Shelter desire to enter into an arrangement whereby Hill's provides and/or
makes available select Hill's® brand pet food, under specified terms, for the express and limited purpose
of feeding cats and dogs being cared for by Shelter("In-Shelter Food"), in exchange for the Shelter:
(i) exclusively feeding In-Shelter Food to cats and dogs being cared for by the Shelter("Pets"); and
(ii) actively displaying and communicating Hill's Food, Shelter & Love® partnership, as specified
herein, in the course of Shelter's public communications and Pet adoption activities.
NOW, THEREFORE, in consideration of the mutual agreements, covenants, and provisions contained
herein,the parties agree as follows:
1. Hill's Obligations. Hill's covenants and agrees that it will:
(a) Provide and/or make available In-Shelter Food to the Shelter under terms as specified in Section
4 and Appendices A and B, subject to the following:
(i) The type and quantity of In-Shelter Food provided and/or made available by Hill's to
Shelter shall be agreed to in writing. Hill's reserves the right to substitute or designate the type
of In-Shelter Food and/or Adopter kits.
(ii) Hill's shall provide and/or make available In-Shelter Food at the list price minus any
discount as specified in Appendix B. All pricing is subject to change with 30 days written notice.
(iii) The parties acknowledge that unforeseen business conditions may require the Shelter to
request an increase or decrease in the amount of food ordered.
(iv) Hill's may take any legally permissible action that, in Hill's discretion, is necessary to
prevent or stop the unauthorized resale or distribution of the In-Shelter Food and Adopter Kits.
(b) Give Shelter access to Hill's Shelter Web Portal(the"Portal"),which enables Shelter to retrieve
a library of relevant information, such as articles, links to important organizations and other shelter
resources. Additionally, it allows the Shelter to manage and monitor all food and promotional material
orders, track Shelter monthly progress as well as conveniently submit adopter names and information and
renew Shelter contracts; and
(c) [Intentionally omitted].
(d) For the duration of the Agreement, grant Shelter a non-exclusive, limited, non-transferrable,
revocable, non-royalty bearing license to use Hill's trademarks, logos, and other intellectual property as
may be required by Shelter to fulfill its promotional activities pursuant to Section 2, below.
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2. Shelter's Obligations. Shelter hereby covenants and agrees that it will:
(a) Maintain its credentials and standards of care for Pets at all times during this Agreement,
including without limitation to the following:
(i) Maintaining in good standing its status as a 501(c)(3) not-for-profit organization or as a
governmental entity,and notify Hill's immediately of any actual or threatened revocation of that
status;
(ii) Housing all Pets in a safe, caring, clean and socially-enriched environment;
(iii) Refraining from subjecting or exposing Pets to abusive or inhumane treatment;
(iv) Educating Pet adopters about caring for Pets; and
(v) Employing,or affiliating with,one or more veterinarians who can and do provide on-going
healthcare for Pets.
(b) Purchase In-Shelter Food for the purpose of exclusively feeding In-Shelter Food to cats and dogs
being cared for by the Shelter(as set forth in Section 4 and Appendix A of this Agreement), unless there is
a medical or other condition that would prohibit the use of the In-Shelter Food for a particular pet;
(c) Make good faith efforts to ensure that Shelter's employees and volunteers involved with the Pet
adoption process are trained to educate Pet adopters about Hill's' brands and products (including through
the use of adopter script in Appendix D, and other instruction materials provided by Hill's from time to
time);
(d) Actively and exclusively display and communicate Hill's Food, Shelter & Love® partnership,
including without limitation the following:
(i) Prominently displaying Hill's products and/or point-of-purchase materials;
(ii) At time of adoption, promote the Shelter's exclusive feeding of In-Shelter Food to Pets,
providing adopters with an adopter kit("Adopter Kit")as specified in Appendix C,and any other
communication assets as may be designated by Hill's from time to time. Shelter shall order and
maintain, at no cost to Shelter, a sufficient inventory of Adopter Kits needed to fulfill its
obligations hereunder. For the avoidance of doubt, Adopter Kits are to be used by Shelter for
adoptions only,and any other use(including without limitation,resale or unauthorized diversion)
is strictly prohibited and will constitute a material breach of this Agreement;
(iii) Providing other communication assets to the public,as specified in Appendix D or,as may
be designated by Hill's in writing from time to time; and
(iv) On any website operated by or on behalf of Shelter,maintaining a landing page containing
a display of the Hill's Food, Shelter & Love program logo with an active link to Hillspet.com;
and
(v) Not promoting, displaying, distributing, endorsing, or feeding any competitive brands
and/or products of pet food; with the exception that Shelter may redistribute other brands of
donated pet food products so long as such redistribution does not constitute direct or implied
endorsement of such donated product.
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(e) Provide Hill's with the following Pet and Pet adopter information in electronic format or such
other format acceptable to Hill's, provided that at all times Shelter complies with (i) applicable law
including any applicable privacy and disclosure laws in collecting and then sharing the information with
Hill's; and(ii)the Data Submission and Privacy Policy contained in Appendix E:
(i) Pet adopter name, address and all opted in email addresses(provided they have consented
to participate in the Hill's New Pet Parent program);
(ii) the adopted Pet's name, breed, and date of birth; and
(iii) the adoption date, adoption location,
(iv) shelter will submit files of pet and pet adopter information on a weekly basis
(v) shelter will complete the Shelter Profile section (located on the Hill's Food, Shelter &
Love® portal) on a monthly basis, to provide updated pet adoption numbers and accurate
shelter contact information.
(f) Provide Hill's with a right of first refusal for all pet food company sponsorship opportunities;
(g) Provide Hill's with a delivery address of either a physical shelter with a business sign and posted
operating hours, a veterinary clinic, or a pet-related business; and
(h) Order and replenish In-Shelter Feeding and Adopter Kit materials through the Hill's Shelter
portal.
3. Term and Termination.
(a) This Agreement shall become effective upon the Effective Date, and shall remain in effect for
three (3) year ("Initial Term"). At the end of the Initial Term, the Agreement may renew, with written
approval of the both Parties, for two(2) successive terms of one(1)year each(each, a"Renewal Term").
(b) This Agreement may be terminated at any time:
(i) by either party, for any reason or no reason whatsoever, upon the delivery of thirty (30)
calendar days' written notice to the other party;
(ii) by either party, immediately upon written notice to the other party, if a party ceases doing
business, becomes insolvent, makes a general assignment for the benefit of creditors, has a
receiver appointed for its assets, or an order has been made for its"winding-up"; and
(iii)by Hill's, immediately upon written notice to Shelter, if(A) Shelter loses and/or fails to
maintain its status as a 501(c)(3) not-for-profit organization or governmental entity; (B)
Shelter breaches its material obligations (including, but not limited to, nonpayment or any
obligations under Section 2); or (C) Shelter's account remains inactive for a minimum of
three(3)months.
(c) Upon the expiration or termination of this Agreement, Hill's shall cease providing the In-Shelter
Food, and the Shelter shall within thirty (30) days thereof pay any outstanding amounts owed to
Hill's. Additionally, upon Hill's request,the Shelter shall return to Hill's or make available for pick up by
Hill's or its designated agents, any Hill's promotional materials which Hill's had provided to the Shelter
(including without limitation, any coupons, pet food trial bags, point-of-purchase materials and display
racks).
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4. Sales and Payment Terms.
(a) Hill's will invoice Shelter for In-Shelter Food at list prices reflecting the discounted amount. Upon
receipt of invoice, and in compliance with Chapter 218, Fla. Stat., otherwise known as the "Local
Government Prompt Payment Act", Shelter shall remit payments to Hill's. Any late interest fees shall be
pursuant to Section 218.74,Fla. Stat. These terms shall supersede any contradictory terms set forth in the
Appendices.
(b) All list prices and/or discount amounts listed in Appendix B are subject to change upon thirty(30)
days written notice to Shelter. Hill's will provide an updated Appendix B to the Shelter and no additional
amendment to this agreement is required for acceptance of the price/discount change.
(c) Nothing in this Agreement shall prohibit Shelter from purchasing Hill's products through Hill's
normal sales channels. Shelter agrees such discounted products are not purchased for resale and that such
discounted products will not be re-sold. Non-discounted products may be resold by Shelter if Shelter is
approved by Hill's as an authorized Hill's retailer.
5. Confidentiality. The Shelter agrees that, to the extent permitted by law, it shall maintain in
confidence and shall not disclose to any third party the terms of this Agreement without the prior written
consent of Hill's. Confidentiality of information contained in this agreement is subject to the requirements
of the Florida Public Records Act,Chapter 119,Fla. Stat., and the Florida Sunshine Law,Chapter 286,Fla.
Stat.
6. Hill's Policies.
(a) Third Party Code of Conduct. Supplier represents and warrants that it is in compliance with
Hill's Third Party Code of Conduct as of the Effective Date and shall remain in compliance throughout
the term of this Agreement with such policy and any amendments to such policy in the form:
(a)provided by Company to Supplier throughout the term of this Agreement or(b) updated throughout
the term of this Agreement at https://www.colgatepalmolive.com/en/us/corp/about/governance/third-
party-code-of-conduct.
(b) Anti-Bribery Policy. Attached to this Agreement as Appendix F is a copy of Company's Anti-
Bribery Policy. Shelter represents and warrants that it is in compliance with such policy as of the Effective
Date and shall remain in compliance with such policy and any amendments to such policy in the form
provided by Company to Shelter throughout the term of this Agreement.
7. Audit. Upon reasonable notice and within the Shelter's normal business hours, Hill's shall have
the right to audit and inspect the Shelter's facilities, books,documents,papers and records directly relating
to Shelter's performance obligations under Sections 2 and 4, above.
8. Indemnification. Each party (as indemnitor) agrees to indemnify and hold the other party (as
indemnitee)harmless against and from any and all losses, claims,damages or liabilities,joint or several,to
which the indemnitee may become subject as the result of acts or omissions,by the indemnitor in connection
with the performance of the indemnitor's duties under this Agreement or as the result of its material breach
of any representation, warranty, covenant or agreement pertinent to this Agreement. This indemnity
provision shall survive the termination of this Agreement.
9. Insurance. The Shelter represents that it is self-insured and agrees to provide proof of coverage
upon request.
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10. Risk of Loss.Title to the products and risk of loss of the products passes to the Shelter upon delivery
of the products. All goods are FOB destination. Where the products are delivered to the Shelter by a Hill's
Pet Nutrition delivery truck,title to the products and risk of loss of the products passes to the Shelter upon
delivery of the products.
11. Assignment. This Agreement, including the Appendices attached hereto, shall inure to the benefit
of and be binding upon the successors and assigns of the parties hereto,provided,however,neither party to
this Agreement shall assign its interest or obligations herein, including, but not limited to, the assignment
of any monies due and payable, without the prior written consent of the other party, which consent shall
not be unreasonably withheld.
11. Governing Law and Venue. This Agreement, the Appendices attached hereto and any dispute
arising therefrom, shall be construed and enforced in accordance with the laws of the State of Florida
without regard to its principles governing conflicts of law.Any suit or action brought by either party to this
Agreement against the other party relating to or arising out of this Agreement must be brought in the
appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
12. Waiver. No failure by either party hereto at any time to require performance by the other party of
any of the conditions, Appendices, terms, or provisions of this Agreement shall in any way affect such
party's right thereafter to enforce the same or any other condition, Appendix, term or provision of this
Agreement;nor shall any waiver by either party of any breach of this Agreement,or of any term,condition,
Appendix or provision hereof, be taken as or held to be a waiver of any subsequent breach, or of the right
to terminate this Agreement for any subsequent breach of the same or any other condition,Appendix,term,
or provision of this Agreement.
13. Entire Agreement. This Agreement embodies the entire agreement of the parties in relation to the
subject matter hereof and supersedes all previous agreements, arrangements and understandings,verbal or
otherwise, in relation thereto. There are no representations, either oral or written, upon which either party
relies as an inducement to enter into this Agreement other than those set forth herein. Except as expressly
provided herein,no change in,addition to,or deletion from any portion of this Agreement shall be valid or
binding upon the parties unless it is declared expressly to be a modification of this Agreement and is
approved as such in writing by each party.
14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original and together shall constitute one and the same Agreement.
15. Conflicting Terms. In the event of a conflict between the provisions of this Shelter Agreement and
any Appendices thereto,the provisions of the Shelter Agreement shall control.
16. Miscellaneous.
(a) Sales Tax. Collier County,Florida as a political subdivision of the State of Florida,is exempt from
the payment of Florida sales tax to its vendors under Chapter 212,Florida Statutes,Certificate of Exemption
# 85-8015966531C-1.
(b) Agreement Administration. This Agreement shall be administered on behalf of the County by the
Domestic Animal Services Division.
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(c) Notices. All notices from the County to the Contractor shall be deemed duly served if mailed or
emailed to the Contractor at the following:
Contractor Name: Hill's Pet Nutrition Sales, Inc.
Address: 400 SW 8th Avenue
Topeka, KS 66603
Attention Name& Title: Allison Tripp, Marketing Specialist
Telephone: (785)224-6895
E-Mail(s): Allison Tripp@hillspet.com
All Notices from the Contractor to the County shall be deemed duly served if mailed or
emailed to the County to:
COUNTY: Board of County Commissioners for Collier County,Florida
Division Name: Domestic Animal Services Division
Address: 7610 Davis Blvd
Naples, FL 34104
Administrative Agent/PM: Kellie Carroll, Manager- DAS Operations
Telephone: (239)252-6963
E-Mail(s): Kellie.Carroll(a�colliercountyfl.gov
(d) Termination. Should the Contractor be found to have failed to perform his services in a manner
satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause;
further the County may terminate this Agreement for convenience with a thirty(30)day written notice. The
County shall be the sole judge of non-performance.
In the event that the County terminates this Agreement, Contractor's recovery against the County shall be
limited to that portion of the Agreement Amount earned through the date of termination. The Contractor
shall not be entitled to any other or further recovery against the County, including, but not limited to, any
damages or any anticipated profit on portions of the services not performed.
(e) No Discrimination.The Contractor agrees that there shall be no discrimination as to race,sex,color,
creed or national origin or any other class protected by federal or Federal law.
(1) Public Entity Crime. By its execution of this Agreement, the Contractor acknowledges to comply
with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a
public entity crime.
(g) Conflict of Interest. Contractor represents that it presently has no interest and shall acquire no
interest, either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. Contractor further represents that no persons having any such interest shall be
employed to perform those services.
(h) Subject to Appropriation. It is further understood and agreed by and between the parties herein that
this Agreement is subject to appropriation by the Board of County Commissioners.
(i) Prohibition of Gifts to County Employees. No organization or individual shall offer or give, either
directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as
set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as
amended, and County Administrative Procedure 5311. Violation of this provision may result in one or
more of the following consequences: a.Prohibition by the individual,firm,and/or any employee of the firm
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from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm
from doing business with the County for a specified period of time, including but not limited to: submitting
bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or
firm for cause.
(i) Dispute Resolution.Prior to the initiation of any action or proceeding permitted by this Agreement
to resolve disputes between the parties,the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-
making authority and by County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval. Failing resolution, and prior to the commencement of
depositions in any litigation between the parties arising out of this Agreement,the parties shall attempt to
resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State
of Florida. The mediation shall be attended by representatives of Contractor with full decision-making
authority and by County's staff person who would make the presentation of any settlement reached at
mediation to County's board for approval. Should either party fail to submit to mediation as required
hereunder,the other party may obtain a court order requiring mediation under section 44.102,Fla. Stat.
(k) Compliance with Laws.By executing and entering into this Agreement,the Contractor is formally
acknowledging without exception or stipulation that it agrees to comply,at its own expense,with all federal,
state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this
Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of
1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended;
taxation, workers' compensation, equal employment and safety including, but not limited to, the Florida
Public Records Law Chapter 119, including specifically those contractual requirements at F.S. §
119.0701(2)(a)-(b)as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East,Suite 102
Naples,FL 34112-5746
Telephone: (239)252-8999
Email: PublicRecordRequest(a,colliercountvfl.2ov
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records,provide the public agency with
a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the contract term
and following completion of the contract if the Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in
possession of the Contractor or keep and maintain public records required by the public agency to perform
the service. If the Contractor transfers all public records to the public agency upon completion of the
contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and maintains public records
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upon completion of the contract,the Contractor shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the public agency, upon request from the
public agency's custodian of public records, in a format that is compatible with the information technology
systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the
County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a
breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement
immediately.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the duly-authorized representatives of the Parties hereto have executed this
Agreement the day and year first above written.
ATTEST:
Crystal K. Kinzel, Clerk of Circuit Court BOARD OF COUNTY COMMISSIONERS
and Comptroller a,, COLLIER COUNTY, FLORIDA
,17
By: '� ., • y iti/ N G. By:
L ttest as to Ch ' arks
Dated ` } `t'v ;';t ;, r3 Rick LoCastro, Chairman
(SEAL)
Contractor's Witnesses: CONTRACTOR:
4HILL'S PET NUTRITION SALES,INC.
First Witness-41 By:
S' n ure
Rosy 01 6D4-ti ,06 N
Type/print witness name e — rt*
Type/print signature and title-
t 3/2OZZ
S and Witness Da e
8604
Type/print witness name t,a
Appro�n d FArm nd Leg lity:
AS5644 t County Attorney
t;�Gl , 101VVISKO
Print Name
List of Appendices
A—Hill's Shelter Customer General Conditions of Sale
B—Applicable Discount for In-Shelter Food
C—Adopter Kit Materials
D—Materials Pursuant to Sections 2(c)and 2(d)
E—Data Privacy and Security ���
F—Hill's Global Anti-Bribery Policy
n�
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APPENDIX A
HILL'S PET NUTRITION SALES,INC.
SHELTER CUSTOMER GENERAL CONDITIONS OF SALE
UNITED STATES
1 Scope
1.1 These general conditions of sale and the Hill's Pet Nutrition Sales, Inc. Standard Commercial
Terms (these"Conditions) apply to all sales of products made directly by Hill's Pet Nutrition Sales, Inc.
("Hill's Pet Nutrition") to a shelter customer(the"Customer").
1.2 Any terms and conditions contained in a purchase order or other documentation issued by the
Customer which differ from or add to these Conditions are rejected by Hill's Pet Nutrition.
1.3 Any other terms and conditions (a) implied by a course of dealing, custom or practice or(b)which
the Customer seeks to incorporate, shall not apply.
1.4 Except as otherwise agreed in writing by the parties, these Conditions supersede all previous
understandings and constitute the entire agreement between the parties with respect to the sale of
products from Hill's Pet Nutrition to the Customer.
1.5 No modification, deletion or addition to these Conditions shall be binding on Hill's Pet Nutrition
unless expressly approved in writing by Hill's Pet Nutrition.
2 Orders
2.1 An Order is deemed an offer by the Customer to purchase products from Hill's Pet Nutrition in
accordance with these Conditions.
2.2 No Order is binding upon Hill's Pet Nutrition until the earlier of(a) acceptance of such Order by
Hill's Pet Nutrition in writing or electronically or(b) shipment by Hill's Pet Nutrition of the products
contained in such Order to the Customer.
2.3 No Order accepted by Hill's Pet Nutrition can be cancelled by the Customer without Hill's Pet
Nutrition's written consent.
2.4 Hill's Pet Nutrition reserves the right to accept or reject any Order in its absolute discretion.
3 Minimum Order Charge
3.1 Customer is not subject to a minimum order charge.
3.2 Hill's Pet Nutrition reserves the right to change its minimum order quantities and other customer
criteria at any time in its absolute discretion.
4 Price
4.1 The price of the products is the price set out in Hill's Pet Nutrition's standard price list as of the
date an Order is processed by Hill's Pet Nutrition less any applicable discounts agreed upon in writing.
4.2 The price of the products shall include the cost of delivery to the Customer but shall not include
(a) the cost of off-loading, (b) any other applicable sales tax which will be charged at the then applicable
rate, or(c) fees related to non-standard delivery.
4.3 Hill's Pet Nutrition's standard price list shall not be construed or operate as an offer by, or
obligation of, Hill's Pet Nutrition to sell the products to the Customer.
4.4 Hill's Pet Nutrition reserves the right to change its list price for any SKU at any time in its absolute
discretion.
4.5 In no event shall a reduction in Hill's Pet Nutrition's list price be retroactive.
4.6 Orders received on or after the effective date of a list price change which do not reflect the price
change will not be processed.
5 Invoicing and Payment
5.1 Hill's Pet Nutrition will invoice the Customer for products when the Order is shipped.
5.2 The Customer must pay invoices in full in cleared funds to Hill's Pet Nutrition's designated bank
account prior to delivery of the products or in accordance with their payment terms.
5.3 Standard payment terms are payment within thirty (30) days of the invoice date ("Net 30"), unless
an alternate arrangement is required due to a customer's poor payment history.
5.4 Payment shall be considered received by Hill's Pet Nutrition on the date that cash or an electronic
funds transfer is received at Hill's Pet Nutrition's designated bank.
6 Credit
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6.1 Hill's Pet Nutrition will consider an application for credit upon receipt of a formal written request
from the Customer.
6.2 Hill's Pet Nutrition reserves the right at any time to grant, remove or modify its credit terms with
the Customer in its absolute discretion.
6.3 The Customer must stay within its approved credit limits. In addition to all other available
remedies, Hill's Pet Nutrition reserves the right to cease processing Orders if the Customer exceeds its
approved credit limit.
7 Charges
7.1 In the event that the Customer fails to pay any amount owed to Hill's Pet Nutrition by the due
date, Hill's Pet Nutrition may, without limiting its other rights, charge interest at the rate of 18% per
annum. Interest will accrue on a daily basis and apply from the payment due date until payment in full by
the Customer.
7.2 All payments received from the Customer will be applied first to any interest charges and then
applied to any unpaid portion of the oldest invoice.
7.3 Any penalty fees and/or charges assessed by the Customer that have not been agreed upon in
writing by Hill's Pet Nutrition must be reimbursed to Hill's Pet Nutrition.
7.4 Hill's Pet Nutrition reserves the right to (a) offset any such unauthorized penalty fees and/or
charges, including by deducting from any payments owed to the Customer based on negotiated
agreements or discounting from any credit note subsequently issued to such customer, or(b) halt
shipments to the Customer until such unauthorized penalty fees and/or charges are reimbursed to Hill's
Pet Nutrition.
8 Delivery
8.1 Hill's Pet Nutrition shall deliver, or arrange for delivery of, the products to the Customer's
premises or a mutually agreed upon location. At no time shall Hill's Pet Nutrition be deemed to be a
common carrier.
8.2 Any time or date specified for delivery is an estimate only and time is not of the essence for
delivery of the products.
8.3 Hill's Pet Nutrition may make delivery of the products in installments.
8.4 The Customer must inspect the products upon delivery. Any claim that the products are
damaged or that there is a defect in delivery must be made in accordance with Hill's Pet Nutrition's Retail
Returns Policy.
8.5 Any non-standard delivery will be assessed the following fees:
8.5.1 Customer is not subject to non-standard delivery fees.
8.6 Hill's Pet Nutrition reserves the right to change its non-standard delivery fees at any time in its
absolute discretion.
9 Resale
9.1 The Customer may only resell the products in the United States.
10 Title and Risk
10.1 Title to the products and risk of loss of the products passes to the Customer upon delivery of the
products to the transportation carrier at the shipping origin. Where the products are delivered to the
Customer by a Hill's Pet Nutrition delivery truck, title to the products and risk of loss of the products
passes to the Customer upon delivery of the products
11 Product Quality and Recall
11.1 The Customer must report to Hill's Pet Nutrition any concerns related to a Hill's Pet Nutrition
product that come to the Customer's attention and are potentially linked to product quality or safety,
including, but not limited to, any reports from product users of an adverse effect on health (each, an
"Adverse Event")whether it is under normal or unexpected use conditions. The Customer must report
such Adverse Events to the appropriate Hill's Pet Nutrition contact within one (1) business day following
the point in time that the Customer becomes aware of the Adverse Event. The Customer must use
appropriate care in the handling and transportation of the Product and must store the product under
appropriate conditions.
11.2 If the Customer is the subject of a request, court order or other directive of a court or other
governmental or regulatory authority to withdraw any Hill's Pet Nutrition products from the market(a
"Recall Notice"), the Customer shall, as promptly as possible and in no event, no later than twenty-four
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(24) hours following its receipt of a Recall Notice, provide Hill's Pet Nutrition with a copy of such Recall
Notice.
11.3 Unless required by law, the Customer may not undertake any recall or withdrawal of Hill's Pet
Nutrition products without the written permission of Hill's Pet Nutrition.
11.4 In the event that the Customer is required by law to undertake a recall or withdrawal of Hill's Pet
Nutrition products, or in the event that Hill's requests in writing that the Customer undertake a withdrawal
even where not required by law, the Customer shall comply with Hill's Pet Nutrition's instructions on
implementing such recall or withdrawal.
11.5 Hill's Pet Nutrition shall have sole responsibility for paying the cost of any product recall or
withdrawal, except when such product recall or withdrawal results from any action, omission or inaction by
the Customer(a "Customer-Attributable Recall"), in which case the Customer shall bear such cost.
12 Intellectual Property Rights
12.1 The Customer may not alter any trademark or marking on the products.
12.2 The Customer's right, title or interest in any trademark, trade name, trade dress, copyright, or
symbol, or any translation thereof("Rights"), which is applied to or used in relation to the products is
limited to the Rights granted to Customer in writing.
13 Warranty Exclusion
EXCEPT AS (1) REQUIRED BY APPLICABLE LAW, (2) EXPRESSLY SET FORTH IN THESE
CONDITIONS OR (3) SPECIFICALLY PROVIDED TO THE CUSTOMER BY HILL'S PET NUTRITION IN
WRITING, HILL'S PET NUTRITION DISCLAIMS AND EXCLUDES ALL WARRANTIES AND TERMS
AND CONDITIONS NOT CONTAINED IN THESE CONDITIONS, EXPRESS OR IMPLIED, TO THE
FULLEST EXTENT PERMITTED BY LAW AND SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION,
ALL IMPLIED WARRANTIES OF REASONABLE QUALITY OR MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.
14 Limitation of Liability
IN NO EVENT SHALL HILL'S PET NUTRITION BE LIABLE TO THE CUSTOMER, WHETHER AS A
RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE
OF A REMEDY TO ACCOMPLISH ITS PURPOSE OR OTHERWISE, FOR SPECIAL, EXEMPLARY,
PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF USE OF THE
PRODUCTS, DAMAGE TO ASSOCIATED EQUIPMENT, CUSTOMER-ATTRIBUTABLE RECALL
COSTS, DOWNTIME, COST OF SUBSTITUTE EQUIPMENT OR PRODUCTS OR CLAIMS BY THE
CUSTOMER'S BUYERS FOR SUCH DAMAGES. NOTHING CONTAINED IN THIS CLAUSE LIMITS OR
EXCLUDES LIABILITY FOR DEATH, PERSONAL INJURY OR ANY LIABILITY THAT CANNOT BE
EXCLUDED BY LAW.
15 Compliance with Laws and Policies
15.1 The Customer shall comply with:
15.1.1 all applicable laws, rules, regulations and licenses issued by any supra-national, governmental or
other authority in relation to the subject matter of these Conditions including, without limitation, the U.S.
Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and any other applicable anti-corruption laws,
rules or conventions;
15.1.2 Colgate Palmolive's Anti-Bribery Policy, Hill's Pet Nutrition's Returns Policies and any other policy
communicated by Hill's Pet Nutrition to the Customer, as amended from time to time; and
15.1.3 Hill's Pet Nutrition's distribution policies.
15.2 Hill's Pet Nutrition may immediately cease processing Orders and terminate its commercial
relationship with the Customer as a result of any breach of Clause 15.1.
16 Force Majeure
Hill's Pet Nutrition will be excused from performance and will not be liable for any failure or delay in
performing its obligations under any contract between Hill's Pet Nutrition and the Customer where such
failure or delay was caused by an event or series of events beyond Hill's Pet Nutrition's reasonable
control (irrespective of foreseeability), including, without limitation, acts of government, war, hostilities or
threat of war, terrorism, labor difficulties, a delay in delivery from suppliers, commercial impracticality,
shortages of energy, materials, labor, or equipment, fire, flood, storm, explosion, epidemic, riot, civil
commotion, or an act of God.
17 Cancellation
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17.1 Hill's Pet Nutrition may immediately cancel any Order if the Customer:
17.1.1 fails to make payment when due;
17.1.2 fails to comply with Hill's distribution policies; or
17.1.3 is insolvent or ceases or threatens to cease conducting business.
Such cancellation shall be without prejudice to any other right or remedy available to Hill's Pet Nutrition.
18 Insurance
The Customer shall maintain Commercial General Liability Insurance, including product liability coverage
and contractual liability coverage, in an amount of at least USD 2 million and produce, upon Hill's request,
details of such insurance and a receipt for the appropriate premium.
19 Remedies
Any rights or remedies arising under these Conditions are cumulative and do not exclude any rights or
remedies provided by law.
20 Relationship
Hill's Pet Nutrition and the Customer are independent businesses. No partnership, joint venture, agency,
trust or relationship of employer/employee is created between them.
21 Dispute Resolution
21.1 In the event of a Dispute, the parties will attempt to settle such Dispute through good faith
negotiations between their appropriate executives.
21.2 If such executives cannot resolve the Dispute, the parties may refer the Dispute to mediation by a
mediator jointly selected by the parties.
21.3 If the Dispute is not settled by mediation within fourteen (14) days following the commencement
of mediation, the Dispute shall be settled exclusively by final and binding arbitration pursuant to the Rules
of Arbitration of the International Chamber of Commerce as follows:
21.3.1 The arbitration panel (the "Panel") shall consist of a single arbitrator;
21.3.2 The place of arbitration shall be Topeka, Kansas and the proceedings shall be held in English;
21.3.3 The award of the Panel shall be final and judgment upon such award may be entered in any
competent court;
21.3.4 Neither party shall, and each shall ensure that none of their Affiliates shall, disclose the existence,
content or results of any arbitration under this clause.
21.4 Hill's Pet Nutrition or the Customer may seek interim or provisional relief or measures in any
applicable courts that may be necessary to protect the rights of such party or their affiliate pending the
establishment of the Panel, or pending the decision of the Panel.
22 Definitions
22.1 The following definitions apply:
Affiliate: means, in the case of Hill's Pet Nutrition, any company which, from time to time, forms part of the
Colgate-Palmolive Company group of companies and, in the case of the Customer, any company which,
from time to time, forms part of the Customer's group of companies, respectively.
Order: the Customer's order addressed to Hill's Pet Nutrition for the supply of products in accordance with
these Conditions.
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APPENDIX B
Applicable Discount for In-Shelter Food
In-Shelter Feeding SKUs:
%Discount off
SKUs SKU Description Size then-current
List Price
Dry
2092 Science Diet Kitten Healthy Growth 35 lbs 74.00%
6801 Science Diet Feline Adult Optimal Care Pro Pack 20 lbs 74.00%
603920 Science Diet Puppy 35 lbs 56.00%
603916 Science Diet Adult Dog 35 lbs 56.00%
Wet
6000 Science Diet Kitten Liver&Chicken Entrée 24 x 5.5oz 35.00%
6174 Science Diet Kitten Savory Turkey Entrée 24 x 5.5oz 35.00%
4534 Science Diet Feline Adult Savory Chicken Entrée 24 x 5.5oz 35.00%
6610 Science Diet Feline Adult Liver&Chicken Entrée 24 x 5.5oz 35.00%
7036 Science Diet Puppy Chicken & Barley Entrée 12 x 13oz 35.00%
7037 Science Diet Canine Adult Chicken & Barley Entrée 12 x 13oz 35.00%
7039 Science Diet Canine Adult Beef& Barley Entrée 12 x 13oz 35.00%
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APPENDIX C
Adopter Kit Materials
Adopter kit will consist of:
1 Hill's®brand starter bag
o Feline: 1.00 Lbs. bag
o Canine: 2.00 Lbs. bag
1 Hill's Pet Nutrition adopter coupon on the bag
- New Pet Parent website content
o A digital Best Friend Guide available
o Additional Hill's Pet Nutrition digital coupons
The following starter bags will be available:
Feline:
- Kitten
- Feline Adult
Canine:
- Puppy Small Bites
- Puppy Large Breed
- Canine Adult
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APPENDIX D
Materials Pursuant to Sections 2(c) and 2(d)
HILL'S RESERVES THE RIGHT TO AMEND OR SUBSTITUTE THESE MATERIALS DURING THE
TERM OF THE AGREEMENT.
A. ADOPTION SCRIPT
During the adoption process, shelter staff will communicate and provide the following Hill's Food,
Shelter& Love®program components to the new pet parent:
1 —Pets in the shelter are fed Hill's®brand pet foods
2—Benefits of choosing Hill's®brands for their newly adopted pet
3 —Hill's®brand starter bag
4—Hill's®Pet Parent portal and its benefits
Here is a tentative adoption script:
• "At `shelter name', we're proud to be part of the Hill's Food, Shelter & Love®program and we
feed our pets Hill's®brand pet foods
- We offer all our new pet parents the opportunity to participate in the Hill's New Pet Parent
program. As part of the Hill's New Pet Parent program,you will receive an email with a link to Hill's
New Pet Parent website, and more information about the Hill's food, the Adoption Kit and other tips for
new pet parents. If at any time you wish to no longer receive emails about the Hill's New Pet Parent
program,you may opt-out at the link at the bottom of the emails, or otherwise contact Hill's at
Hills Corporate Consumer Affairs@hillspet.com or call 1-800-445-5777.
• We suggest that you continue feeding "Pet's name"Hill's Science Diet:
— Continuity and consistency of food helps avoid the stress of switching
- While feeding Science Diet,you are offering "Pet's name"a pet food that is or has:
• #1 veterinarian recommended
• Precise nutrition supports healthy skin, coat& stool
• Clinically proven antioxidants for a healthy immune system*
• Unique foods for healthy dogs and cats of every age, size and need
• Natural, great tasting ingredients*
• Not artificially colored,flavored, or preserved*
• Made in the USA with global ingredients you can trust
- Here is a starter bag for "Pet's Name. " It contains:
• approximately 1 week of food
• as well as a$5 coupon for your first purchase of any Hill's®pet food product.
— We also suggest that you visit Hill's New Pet Parent website for additional offers.
• When you choose Hill's®brands,you help our shelter and the Hill's Food, Shelter&Love®
program!
• Would you like to be signed up for the Hill's New Pet Parent program and other offers and
promotions from Hill's?
*Dry foods only
B. COMMUNICATIONS
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Objective
• Shelter's social media communication will focus on the pets& Shelter as the story heroes.
• Hill's will be introduced in a supporting role,via Hill's Food, Shelter& Love program.
Form, Content& Tone
• Shelter communications shall be sent via social media platforms(i.e., not via emails); and shall
comply with all applicable laws and website terms of use or service in posting social media
communications.
• Shelter communication is based on a true& authentic Shelter story.
• Shelter produces the communication based upon its own brand equity, brand persona&tone.
• Shelter's communication will be posted on any of the following social platforms, in order of
preference: Instagram, Facebook, Twitter.
• The communication will reference one of the following brands, based upon content:
o Hill's Pet Nutrition
o Hill's Science Diet
o Hill's Prescription Diet
o Hill's Food, Shelter& Love
• Shelter will tag Hill's in the content
o If using Instagram or Facebook,use the Branded Content Tool to indicate our partnership
. Link references provided:https://www.facebook.com/facebookmedia/solutions/branded-content
. https://www.facebook.com/business/help/581962938807114
o Include both#HillsFoodShelterLove and#HillsTransformingLives at the end of the communication.
/prat.P..t la LM 111 Frost •Of. •Jell
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Posts are public and show up on your Page and in search results.
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Social Activations
• Step 1: Shelter will post communications on its social digital assets.
• Step 2:Hill's will choose select shelter posts and share periodically.
Suggested Ideas for Social Media Communication Content
• Pet ready for home, shelter adoption events
• Pet feeding time,treat moment
• Pet training,pet exercise,pet play time
• Pet recovery
• Community support, etc...
• Volunteer spotlight
• Disaster relief
• Shelter events that Hill's co-sponsors
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Communication examples
Are they looking lovingly at each other or their
lunch?
Hill's Pet Nutrition There's still time to get all the love at half
#HillsFoodShelterLove the price! Today is the last day of our
#HillsTransformingLives adult cat adoption promotion where adult
1 cat adoption fees are reduced by 50%.
0 Thank you to everyone that has adopted
*,. their new furry friend!
11 Stop by today and meet your new furry
-: 1116 i
be... .41111411110ZIN it,
rI. family member. Presented by Hill's Pet
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Nutrition
•• #HillsFoodShelterLove
---------_ , + #HiIlsTransforminaLives
OOP elk
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C. EXAMPLE OF EMAIL TO NEW ADOPTERS
• The latest version of the"Thank you for adopting!"email is available on the shelter portal.
Dog Version:Not final copy Cat Version: Not final copy
A
Hals HMUK
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Congratulations on Congratulations on
your new best friend! your new best friend!
Ashley,wrens Vviaed that Ashley w ra Wiled Plat
you adopted your new you adopted your new
dog from a pwooeang Cat hem a p hell pear+g
wt's Food.Shelter& I•rs Food S+ r i
Love.shelter We rope /` /` +w Ot
Low'Meaner We'roe1.26
!lira is the start Of many ' ��rJt INS•ire t Of wary
happy fuzzy'netnews. °be indtr _ 'ropy four memorw s
r you two, •[n Y I o TEAM£D UP
b yOu tined
2;r,:.a_ WIN
YOUR LOCAL
Cangrats again, i!t t cvaas aif SHELTER
Your trends at INN your ata/14<at trs
Are you still calling your Are you attilt- -y ur
new dog the name they received at new cat the name they received at
the sheltaA the atwitter'?
t ri i.s.now and we v send you a SS coupon
toward your next bag of H1111*dog food Yes r No
After all.any not Continua the good start
your cog got at your ocal sheiter7 Let us know end ivel send you a$5 coupon
toward your next bag of HMI"cat food
Yet r No • Alter all.why not Continuo the good start
your cat got at your Iota shelter?
wPs Pet t,
400 SW 6th Ave Hill's Pet Nutrition
Topeka.KS 66603 400 SW t3th Ave
Topeka.KS 66603
Leger 8 Prtvecy Pdlry I U^,suDacnOe
Legal&Privacy Policy UnsuOscnoe
O 2018 Hlll s Pet Nutntkin Inc
Trademarks of IAa's Pet Nutrition Inc 0 2016 HIS S Pet Nutr•.uon,Inc.'f
"our use Of the w fo rna0On in flue e- Trademarks of H,N's Pet Nutntgn Inc
tree IS suOlecl to the terms of our Legal Your use of the Irmfor',abon in the e-
Statement rmnl Is subject to the torm5 or our Legal
Statement
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APPENDIX E
Data Privacy and Security
During the course of providing Services, Shelter may obtain, access or otherwise Process Personal Data.
Shelter agrees to protect all Personal Data as detailed in this Appendix.
1) DEFINITIONS
a) "Applicable Privacy Laws" means all applicable privacy, information security, data protection,
and data breach notification laws and regulations.
b) "Personal Data"means any information in any form,format or media(including paper, electronic
and other records),that identifies an individual or relates to an identifiable individual that(i)is provided-by
or on behalf of Company (or its employees, contractors or agents), (ii) Shelter provided to or obtained for
Company or(iii) Shelter Processes, in each case, in connection with the Services.
c) "Process" or "Processing" or "Processed" means the collection, recording, organization,
structuring,alteration,use,access,disclosure,copying,transfer, storage,deletion,combination,restriction,
adaptation,retrieval,consultation,destruction,disposal or other use of Personal Data. The applicable SOW
describes the scope of the Shelter's Processing.
d) "Security Incident"means any accidental or unauthorized access, acquisition, use,modification,
disclosure, loss, destruction of or damage to Personal Data, or any other unauthorized Processing of
Personal Data.
2) DATA PROCESSING AND PROTECTION
a) Compliance with Applicable Privacy Laws. Shelter will comply with Applicable Privacy Laws
relating to Shelter's performance under this Agreement and each applicable SOW.
b) Limitations on Use. Shelter will Process Personal Data only on Company's behalf to deliver
Services in accordance with this Agreement or Company's other documented instructions, whether in
written or electronic form, such as an applicable SOW. The duration of the Processing will be the same as
the duration of this Agreement or applicable SOW, if any, except as otherwise agreed to in this Agreement,
the applicable SOW, or in writing by the Parties.
c) Data Integrity. Shelter will ensure that all Personal Data created or maintained by Shelter on
Company's behalf is accurate and, where appropriate, kept up to date, and will erase or rectify inaccurate
or incomplete Personal Data in accordance with Company's instructions.
d) Subcontracting. Notwithstanding, and expressly in limitation of, anything to the contrary in the
Agreement,Shelter will not disclose or transfer Personal Data to,or allow access to Personal Data by,(each,
a"Disclosure") any third party without Company's express prior written consent;provided,however,that
Shelter may Disclose Personal Data to its affiliates and subcontractors for purposes of providing the
Services to Company. Shelter will, prior to any Disclosure, ensure that such third party is bound by
contractual obligations that are at least as restrictive as this Appendix. A copy of such contractual
obligations will be provided to Company upon request. Shelter will be liable for all actions by such third
parties with respect to such Personal Data so Disclosed.
e) Requests or Complaints from Individuals. Shelter will notify Company in writing; without
undue delay(and in any event within 24 hours),unless specifically prohibited by laws applicable to Shelter,
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if Shelter receives: (i) any requests from an individual with respect to Personal Data Processed by or on
behalf of Shelter, such as opt-out requests, requests for access and/or rectification, erasure, restriction,
requests for data portability, and all similar requests; or (ii) any complaint relating to the Processing of
Personal Data, including allegations that the Processing infringes on an individual's rights.
f) Audit. Shelter will provide to Company, its authorized representatives, and such independent
inspection body as Company may appoint, for the purpose of auditing Shelter's compliance with its
obligations under this Appendix, on reasonable notice: (i) access to Shelter's information, processing
premises, and records; (ii) reasonable assistance and cooperation of Shelter Personnel; and (iii)reasonable
facilities at Shelter's premises.
g) Regulatory Investigations. Upon request by Company, Shelter will assist and support Company
in the event of an investigation by any regulator or authority, including a data protection authority, if and to
the extent that such investigation relates to Personal Data Processed by Shelter on Company's behalf in
accordance with this Appendix.
h) Security Incident. Shelter will notify Company in writing without undue delay(and in any event
within 24 hours)whenever Shelter reasonably believes a Security Incident has occurred. After providing
notice, Shelter will investigate the Security Incident, take all necessary steps to eliminate or contain the
exposure of the Personal Data, and keep Company informed of the status of the Security Incident and all
related matters. Shelter further agrees to provide reasonable assistance and cooperation requested by
Company and/or Company's designated representatives, in the furtherance of any correction,remediation or
investigation of any Security Incident and the mitigation of any potential damage.
i) Return or Disposal of Personal Data. Upon termination or expiration of its obligations under this
Agreement or upon request of Company,whichever comes first, Shelter shall(i)cease all Processing of and
return to Company or,at the written request of Company,securely dispose of or securely destroy all Personal
Data in the custody and control of the Shelter(or agents or subcontractors, as applicable), in each case using
appropriate physical,administrative and technical safeguards to protect such Personal Data against loss,theft
and unauthorized access, disclosure, copying, use, or modification, and (ii) certify to Company, in writing,
that Shelter has complied with its obligations under this Section.
j) Assistance. Shelter will provide appropriate information and assistance requested by Company to
demonstrate Shelter's compliance with its obligations under this Appendix and assist Company in meeting
its obligations under Applicable Privacy Laws. In addition, when Shelter is responding to Company's
requests, Shelter will inform Company if Shelter believes that any Company instructions regarding the
Processing of Personal Data would violate applicable law.
3) AMENDMENT. In the event that this Appendix, or any actions to be taken or contemplated to be
taken in performance of this Appendix, do not or would not satisfy either party's obligations under
Applicable Privacy Laws, the parties will negotiate in good faith to execute an appropriate amendment to
this Appendix.
4) SURVIVAL. The obligations of Shelter under this Appendix will continue for so long as Shelter
continues to Process or possess Personal Data, even if all agreements between Shelter and Company have
expired or have been terminated.
5) PERSONAL DATA PROVIDED BY SHELTER. As part of the Services provided under this
Agreement, Shelter may provide Company with Personal Data. Shelter represents and warrants that: (a) it
has collected all such Personal Data in compliance with all applicable laws; (b)where required by law, it
has provided notices to and received consents from individuals and that such notices or consents include
the intended uses or disclosures of the Personal Data under this Agreement (including Processing by the
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Company for direct marketing to individuals); and (c) its sharing of Personal Data with Company and
Company's use of Personal Data in accordance with the terms of this Agreement will not violate any
Applicable Privacy Laws.
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APPENDIX F
HILL'S PET NUTRITION, INC. AND ITS SUBSIDIARIES
GLOBAL ANTI-BRIBERY POLICY
Our Anti-Bribery Commitment
Hill's Pet Nutrition's("Hill's")commitment to dealing legally and ethically applies worldwide. We
comply with all applicable anti-bribery laws, including but not limited to the U.S.Foreign Corrupt
Practices Act("FCPA"),everywhere we do business, and we expect the same of the third parties with
whom we work. While the FCPA prohibits, among other things, bribery of foreign government officials
and entities, other anti-bribery laws, like the UK Bribery Act,prohibit commercial bribery between
private individuals and entities.
Hill's people and any third parties acting on our behalf or in connection with our business are prohibited
from giving or offering anything of value directly or indirectly to any government official or entity,or to
any private individual or entity, in order to improperly obtain or retain any business advantage or to
improperly affect any act or decision.
This prohibition includes any facilitating,expediting or"grease"payments made to government officials,
either directly or indirectly, in order to expedite any official service or function(for example, small
payments made to an official to move Hill's application to the front of the line or to shorten the time
frame in which services or other actions are provided). Any official fees supported by government-issued
receipts do not qualify as improper payments.
Maintaining Accurate Books and Records
No payment by or on behalf of the Company shall be approved or made if any part of the payment is to be
used for an unlawful or improper purpose, or for any purpose other than that described by valid
documents supporting the payment. No false or misleading entries should be made in any books or
financial records of the Company for any reason.
Any expenses that an employee or third party incurs on Hill's behalf or in connection with our business
shall not be reimbursable unless they are lawful and supported by detailed documentation including,for
example,valid invoices or receipts.
Expenditures Related to Government Officials
No funds may be provided to or spent on behalf of a government official or entity, directly or indirectly,
without advance written approval from Hill's Global Legal Organization. This includes any payments,
gifts,donations, entertainment,travel,meals, or other items of value. (For additional information,please
review the Global Policy on Expenditures Related to Government Officials&Governments.) Advance
approval is not required for official fees supported by government-issued receipts(e.g.,permit or license
fees).
Please note that the term"government official" is widely defined and may include individuals who are
employed by any public or state-affiliated institution or organization or who act in an official capacity in
any way,whether full-time,part-time or unpaid. Government officials can be found in every branch and
level of government and public life and may include anyone from low-level customs employees,to
employees of state-owned media outlets,to high-ranking lawmakers, as well as researchers, professors,
teachers, dentists,veterinarians, or other professionals and Key Thought Leaders. If you are in doubt as
to whether an individual could be considered a government official,you should contact Hill's Global
Legal Organization.
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Commercial Bribery
In addition to prohibiting bribery of government officials,Hill's also prohibits its employees and third
parties from engaging in bribery of private parties. You should not seek to improperly influence the
judgment or conduct of any party with whom you might be conducting Company business by offering or
providing any payments, gifts or other benefits, or by any other unlawful inducement.
Our Expectations
Hill's reputation depends on the conduct of our employees as well as the conduct of those with whom we
do business. It is our goal to ensure that Hill's people and the third parties with whom we work reflect
the same high ethical standards and demonstrate a commitment to compliance with all applicable laws.
We further expect our third parties to ensure that their employees and subcontractors understand and
comply with this Anti-Bribery Policy.
Failure to comply with this Anti-Bribery Policy or any applicable anti-bribery laws, including but not
limited to the FCPA,may result in civil or criminal penalties, as well as termination of the employment or
business relationship.
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c