2024.10.23 GENTLE BEAST AGREEMENT C# CONTRACT PARTIALLY EXECUTED.PDF

MEMORANDUM OF UNDERSTANDING  
BETWEEN  
MARICOPA COUNTY  
ANIMAL CARE AND CONTROL DEPARTMENT  
AND GENTLE BEAST 
 
This non-financial MEMORANDUM OF UNDERSTANDING is made between Maricopa County, a 
political subdivision of the State of Arizona on behalf of the Maricopa County Animal Care and Control 
Department (collectively, “the COUNTY”) and Gentle Beast, 487 4th St., Apt 3, Brooklyn, NY 11215 
(“GENTLE BEAST”).  
 
The Parties agree as follows:  
 
The Purpose of this MOU is to increase the number of dogs that are permanently adopted and/or kept out 
of the COUNTY shelter system.  
 
The COUNTY receives a surplus of homeless animals every year.  The COUNTY seeks to rehome dogs to 
members of the public via permanent adoption. Occasionally dogs are returned to the COUNTY after 
adoption rather than being retained by the adopter-member of the public [herein “Adopter”].   
 
One of the reasons Adopters give for returning a dog is that the dog is untrained or unruly.  Many dogs 
could benefit from additional training. It is anticipated that if Adopters could have additional training with 
their newly adopted dog, it will decrease the rate of dogs being returned to the COUNTY. 
  
GENTLE BEAST has a cell phone application (“App”) designed to provide virtual dog training lessons.  
 
The COUNTY may provide, at its sole discretion, the GENTLE BEAST App information to Adopters 
adopting a dog from the COUNTY. The intent is that over the course of one month (the “Pilot Month”) the 
COUNTY will provide each Adopter of a dog a brochure or display the information on site explaining the 
GENTLE BEAST App.   
 
Similarly, the COUNTY often comes in contact with members of the public outside of the shelter who own 
dogs and who may want to increase access their to dog training materials. Therefore, at the COUNTY’s 
sole discretion it is authorized to provide those persons (“Patrons”) the same App information and same 
trial-period as it does to Adopters. Adopters and Patrons who choose to engage the App services will be 
deemed “Users.” 
 
GENTLE BEAST agrees to provide each of the Users a free trial-membership (“trial period”) for the App.  
Persons who choose to become Users will enjoy a free three-week trial membership. The decision of the 
User to engage with the App is purely voluntarily.  
 
The App will contain no fewer than 12 free lessons (“Lessons”) which Users can access during their trial 
period. The training methods used and demonstrated by GENTLE BEAST will be in accordance with the 
American College of Veterinary Behaviorists. All participating animals shall be treated humanely in 
accordance with veterinary standards of practice set forth by the American Veterinary Medical Association.  
 
The COUNTY reserves the right to view the Lessons prior to the release of the Lessons to Users.  
 
The COUNTY will not provide GENTLE BEAST any of the User’s personal or identifying information. 
There will be no financial exchange between the COUNTY and GENTLE BEAST.  
 
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GENTLE BEAST may require the User’s name, phone number, and e-mail address.  GENTLE BEAST 
will not require any User to provide credit-card/debit card or banking information during the trial period.  
 
The COUNTY agrees that GENTLE BEAST may gather anonymous statistical data from Users as to when 
and how often a User uses the App. The COUNTY, at its sole discretion, may provide non-identifying 
information to GENTLE BEAST as to whether a User ultimately returns the dog or User keeps the dog past 
two months.  
 
After the trial period, GENTLE BEAST may offer additional App services to Users for a fee. A User’s 
decision to continue with the App beyond the trial period will be purely voluntary. Any use of the App 
beyond the User’s three-week trial period will be on an “opt-in” basis only. GENTLE BEAST will not sell 
User’s information or engage in “push” notifications without express authorization from User.  
 
If a User opts to use the App past the trial period and pay for services, GENTLE BEAST guarantees that it 
will have a library of no fewer than 30 total Lessons. Subscriptions may be purchased by Users month-to-
month or annually.  
 
The return of dogs to the COUNTY generally occurs in the first month after adoption. The COUNTY is 
aware that it may take several months before it is possible to begin linking the number of Users who 
participate in GENTLE BEAST’s App to whether there is any effect on the return of dogs to the Shelter. 
 
Before the CONTRACT is extended for 6 months, GENTLE BEAST and COUNTY will discuss the results 
to date and determine what additional strategies, if any, need to be undertaken to increase User participation. 
Should the program appear to have sufficient continuing interest, GENTLE BEAST will begin reporting 
by calendar month the number of COUNTY Users taking classes via the App.   
 
GENTLE BEAST may provide the data gathered from the COUNTY to third-party academic Lisa Gunter, 
PhD, CAAB, CBCC-KA, Virginia Tech, School of Animal Sciences, Blacksburg, VA 24061  540-231-
1210 | lisagunter@vt.edu], for the purpose of determining whether use of the App improves User animal 
retention.  
 
Either Lisa Gunter or GENTLE BEAST will provide the COUNTY will the results gathered from the trial 
and study period.  
 
While the COUNTY anticipates receiving the results from the study, any failure by third-party academic 
Lisa Gunter to gather or synthesize the data will not change the contractual relationship of the Parties during 
the trial period.  
 
In the event that third-party academic Lisa Gunter cannot participate, the COUNTY will accept any 
reasonable substitution.    
 
Each Party will work with and assist the others to ensure that the best interests of the dogs and Users are 
top priority.  
 
STANDARD TERMS 
 
1. 
TERM: This CONTRACT shall commence on November 1, 2024, and expire one month 
later on December 1, 2024 unless terminated earlier as provided herein or further extended in accordance 
herewith. This CONTRACT is effective on the date signed by both Parties.  
 
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2. 
EXTENSION: The CONTRACT may be renewed for up to two (2) additional six-month 
terms following the Pilot Month upon the written agreement of the parties. GENTLE BEAST shall give the 
COUNTY written notice of its intent to renew at least three (3) days prior to the Expiration Date of the 
initial term.  If the CONTRACT is renewed past the Pilot Month, GENTLE BEAST will thereafter provide 
at least fourteen (14) days written notice of its intent to renew.  
 
3. 
ENTIRE CONTRACT: This document contains the entire CONTRACT between the 
Parties, and it may not be modified, amended, altered, or extended except through a written amendment 
signed by the parties. 
 
4. 
AMENDMENTS: This CONTRACT may be amended only by the mutual written consent 
of authorized representatives for all Parties and approval by the County Board of Supervisors.  
 
5. 
SEVERABILITY: If any term or condition of this CONTRACT is held by a court of 
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain 
in full force and effect and shall in no way be affected, impaired or invalidated. 
 
6. 
NO COST AGREEMENT: Neither Party shall be responsible for any costs incurred by 
the other Party in the performance of its duties and obligations under this CONTRACT. 
 
7. 
INDEMNITY: Each Party agrees to indemnify, defend and hold harmless the other Party 
from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney’s 
fees) (collectively, “claims”) arising out of the negligent performance of this CONTRACT, but only to the 
extent that such claims which result in vicarious/derivative liability to the indemnitee due to are caused by 
the act, omission, negligence, misconduct, or other fault of the indemnitor, agents, employees, or 
volunteers. 
 
8. 
TERMINATION: Either Party may terminate this CONTRACT at any given time by 14 
days written notice to the other Party and by specifying the effective date.  
 
9. 
CONFLICT OF INTEREST: Pursuant to A.R.S. § 38-511, the COUNTY may cancel 
this CONTRACT without penalty or further obligation within three years after execution, if any person 
significantly involved in initiating, negotiating, securing, drafting or creating the CONTRACT on behalf 
of the COUNTY is at any time while the original CONTRACT or any extension is in effect, and employee 
or agent of any other party to the CONTRACT in any capacity or consultant to any other party of the 
Agreement with respect to the subject matter of the Agreement. Additionally, pursuant to A.R.S. § 38-511, 
the COUNTY may recoup any fee paid or due to any person significantly involved in initiating, negotiating, 
securing, drafting, or creating the CONTRACT on behalf of the COUNTY from any other Party to the 
CONTRACT. 
 
10. 
E-VERIFY: GENTLE BEAST warrants that it is in compliance with E-VERIFY A.R.S. 
§ 23-214(A) and further acknowledges: 
 
a. That GENTLE BEAST and their subcontractors, if any, warrant their compliance with all 
federal immigration laws and regulations that relate to their employees and their compliance 
with A.R.S. § 23-214(A) and that GENTLE BEAST shall keep a record of the verification for 
the duration of the employee’s employment or at least three years, whichever is longer. 
 
b. Any breach of the E-Verify warranty above, shall be deemed a material breach of the 
CONTRACT. Any breach may subject GENTLE BEAST to penalties up to and including the 
termination of the CONTRACT. 
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11. 
APPLICABLE LAWS: Each Party shall comply with all applicable laws, ordinances, 
Executive Orders, rules, regulations, standards, and codes of the Federal, State, and Local government's 
whether or not specifically referenced herein. The Parties agree that there will be no discrimination as to 
race, sex, religion, color, age, creed, or national origin in regard to obligations, work, and services 
performed under the terms of any contract ensuing from this engagement. The Parties will comply with the 
Executive Order No. 11246, entitled "Equal Employment Opportunity” and as amended by Executive Order 
No. 11375, as supplemented by the Department of Labor Regulations (41 CFR, Part 60). 
 
12. 
RECORDKEEPING: GENTLE BEAST shall keep and maintain all documents or data 
related to this CONTRACT for a period of not less than three (3) years. The COUNTY shall have the right 
to examine those documents upon request.  
 
13. 
NOTICES: All Notices shall be in writing and sent by certified mail to the Parties at the 
following addresses: 
 
GENTLE BEAST 
 
 
 
 
  
 
Ben Green  
 
 
 
 
 
ben@gentlebeast.com 
487 4th St., Apt. 3 
Brooklyn, NY 11215 
 
COUNTY 
Debbie McKnight, Director 
Maricopa County Animal Care & Control  
2500 South 27th Avenue 
Phoenix, Arizona 85009 
 
14. 
VENUE: Any litigation arising from the CONTRACT, or the performance thereof will be 
decided in Maricopa County under the laws of Arizona.  state courts of Maricopa County. The laws of the 
State of Arizona shall govern the construction and interpretation of this CONTRACT.  
 
 
 
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GENTLE BEAST 
 
 
 
 
MARICOPA COUNTY 
 
 
By:  
 
 
 
 
 
 
By:  
 
 
 
 
 
Founder & CEO 
 
 
 
 
Chairman, Board of Supervisors 
 
 
Printed Name:   
 
 
 
 
Printed Name:   
 
 
 
 
 
Date:   
 
 
 
 
 
Date:   
 
 
 
 
 
 
 
APPROVED AS TO FORM: 
 
 
 
ATTEST: 
 
 
By:  
 
 
 
 
 
 
By:  
 
 
 
 
 
 
Deputy County Attorney 
 
 
 
Clerk of the Board 
 
 
Printed Name:   
 
 
 
 
Printed Name:   
 
 
 
 
 
Date:   
 
 
 
 
 
Date:   
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Docusign Envelope ID: 6A02CAE5-A073-4568-A881-CF2CCEFCD144
Ben Green
9/19/2024
9/19/2024
Kim Miles

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EXHIBIT A 
SCOPE OF WORK 
 
A. 
ONLINE DOG TRAINING SERVICES  
 
1. 
Service Agreement. The COUNTY may, upon request and in its sole discretion, provide Users 
adopting dogs with online dog training services.   
 
2. 
Nature of Services to be Provided. GENTLE BEAST will provide online, non-personalized, dog 
training lessons and support at no expense to the User for a three-week trial period. The trial period will 
start on the date the User downloads the App. The App will consist of: 
A. 
A modular content-based training plan customized to the user and their dog based on their 
responses to the onboarding quiz. The training plan is comprised of a mix of short 30-60 
second videos, bite-sized GIFs, text, and check-in content. 
B. 
A community of other dog owners and trainers in which the user can ask any additional 
questions they need support with 
C. 
1:1 live virtual sessions for an additional fee 
 
3.  
Reports. Upon request, either GENTLE BEAST or Lisa Gunter shall provide the COUNTY with 
the data and conclusions gathered via the App.  
 
 
 
 
 
 
 
 
 
 
 
 
 
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