EXHIBIT 10.19
EXCLUSIVE LICENSING AGREEMENT
This Agreement made effective as of this 24th day of June, 1999, by and between
Ingen Technologies, Inc., a Nevada Corporation doing business in the State of
California, further referred as the ("Company") whose principal corporate
offices are at 000 X. Xxxxxxxx Xxxxx, Xxxx Xxxxxxxxx XX 00000, and Xxxxxxx &
Xxxxxx XxXxxxxxx, (Husband & Wife), further referred to as the ("Contractor"),
located at 00000 Xxxxxx Xxxxxx, Xxxxxxx XX 00000, and is made with reference to
the following.
RECITALS
A. The Company is an established business providing an oxygen sensing warning
device for the medical, private and government markets.
B. The Company exclusively accepts the rights to the BAFI product over the
following seventeen years (17 yrs) as such product is described in the attached
patent filings referenced as Patent Pending serial number 09/318651 and attached
hereto and under the following terms and conditions.
C. The Contractor has the expertise, knowledge and resources for future
development and implementation of technology enhancements of said product and
grants exclusivity to the Company for a period of seventeen years (17 yrs) the
rights of said product and applications as defined in the patent filings.
D. The Company agrees to market said product at its own expense and will provide
promotional programs, distribution and manufacturing resources to
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Exclusive Licensing Agreement Ingen Technologies, Inc.
promote said products and services to be accessed by the distributor(s) and
consumers and used to be distributed in accordance to all laws of which govern
the Company in this type of industry.
E. The Company desires to utilize the Contractor's expertise, knowledge and
other resources for developing new products and/or enhancement to existing
products as described in the above Recitals for the purpose of increasing sales.
The Contractor is willing to provide said expertise, knowledge and other
resources to the Company for the same purpose upon terms and conditions
hereinafter set forth.
NOW, THEREFORE, the Parties mutually agree as follows:
1. In consideration of the Contractor granting an exclusive license for the BAFI
product and furnishing the expertise, knowledge and other resources set forth in
the above Recitals hereof, the Company agrees to pay the Contractor a royalty in
an amount equal to ten percent (10%) of the net profits generated on all BAFI
product sales. In addition, the Company will issue 200,000 shares of common
stock upon execution of this Agreement as well as an employment contract.
2. The Company agrees to pay for all expenses necessary to manufacture, maintain
patents, and promote said product.
3. As part of the services specified herein, the Contractor agrees to provide
technical support in an advisory capacity and maintain a professional
relationship with the Company.
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Exclusive Licensing Agreement Ingen Technologies, Inc.
4. Except for the amounts paid to the Contractor as stated in paragraph-i and in
the Recitals herein, the Contractor shall not be entitled to any other payment
and/or reimbursement for services rendered and/or expenses incurred pursuant to
this Agreement by the Company. All costs and expenses incurred by either party
in rendering said services shall be the sole obligation and responsibility of
the individual party and not that of the other. However, the Company may decide
at its own discretion to reimburse other expenses to the Contractor only upon
written authorization to the Contractor by the Company.
5. The Company agrees to provide all administrative support, technical support,
and professional support to the Contractor at all times in accordance to
regulatory guidelines and laws set forth for providing said products and
services for the Company, and without penalty to the Contractor.
6. The Contractor and Company agrees to provide the other with all signed and
completed tax documentation and identification upon the signing of this
Agreement in accordance to State and Federal tax laws.
7. The relationship between both parties created by this Agreement is that of
principal ("the Company") and independent contractor ("the Contractor") in that
the time spent and the professional manner in which the services are performed
shall solely be the responsibility of the Contractor. However, the Contractor
agrees to use its best and most diligent efforts, within all laws, to provide
the resources and expertise for the promotion and/or project development
services provided for the Company.
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Exclusive Licensing Agreement Ingen Technologies, Inc.
8. During the term of this Agreement the Contractor shall not promote services,
either directly and/or indirectly, to any entity that has similar services as
provided by the Company, and pursuant to Paragraph 9.
9. In consideration of the importance of confidentiality, non-disclosure and
trade secrets, the Contractor acknowledges that during the course of this
Agreement between the Company and the Contractor, the Contractor has had access
to and will continue to have access to various confidential information and
trade secrets consisting of compilations of information, records, specifications
and trade lists, which are owned by the Company and which are regularly used in
the operation of the Company's business.
In consideration of continued engagement through this Agreement during the
period of the Agreement by the Company, the Contractor shall not disclose any of
the aforesaid confidential information or trade secrets, directly or indirectly,
nor use them in any way, either during the term of this Agreement or at any time
thereafter, except as required in the Contractor's engagement with the Company,
but does not include information already within the public domain at the time
the information is acquired by the Contractor, or information that subsequently
becomes public through no act or omission of the Contractor.
In further consideration of continued engagement and during the period of the
Agreement, all files, records, documents, drawings, specifications, equipment
and similar items relating to the business of the Company, whether prepared by
the Contractors or otherwise, coming into the Contractor's possession shall
remain the exclusive property of the Company and shall not be removed from
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Exclusive Licensing Agreement Ingen Technologies, Inc.
the Company's premises under any circumstances whatsoever without prior written
consent of the Company.
During the term of this Agreement, Contractor shall not, directly or indirectly,
either as an employee, employer, consultant, agent, principal, partner,
stockholder, corporate officer, director or in any individual and/or
representative capacity engage or participate in any business that is in
competition in any manner whatsoever with the business of the Company.
10. This Agreement shall continue in effect for a period of seventeen years (17
yrs) and may be continued thereafter only by the express mutual agreement of
both parties. This agreement may be terminated at any time by either party with
cause or breech provided that it is in writing with a thirty day (30-day)
written notice. Upon termination, the Company agrees to pay all outstanding
payments prior to the date of termination.
11. This document contains the entire Agreement of the parties relating to this
Agreement and correctly sets forth the rights, duties and obligations of all
parties hereto. Any prior agreements, promises, negotiations and/or
representations not expressly set forth in this Agreement are of no force and
effect.
12. No waiver of any term or condition of this Agreement shall be deemed or
construed to be a waiver of such term or condition in the future, or of any
preceding or subsequent breach of the same or any other term or condition of
this or any other agreement. All remedies, rights, undertakings, obligations and
agreements contained in this Agreement shall be cumulative and none of them
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Exclusive Licensing Agreement Ingen Technologies, Inc.
shall be in limitation of any other remedy, right, undertaking, obligation or
agreement of either party hereto.
13. No amendment or modification of this Agreement or of any covenant, condition
or limitation herein contained shall be valid unless in writing and duly
executed by the party to be charged therewith. Unless otherwise specifically set
forth under a particular provision, any amendment or modification shall require
the overall consent of both parties.
14. Nothing contained in this Agreement shall be construed so as to require the
commission of any act contrary to law, and whenever there is a conflict between
any provision of this Agreement and any statute, law, ordinance, rule, order or
regulation, the later shall prevail, but in such event any such provision of
this Agreement shall be curtailed and limited only to the extent necessary to
bring it within the legal requirements.
15. This Agreement, and all rights and obligations contained herein shall be
binding on and inure to the benefit of the parties hereto and their respective
heirs, executors, legal and personal representatives, successors and assigns. It
is also specifically agreed and understood that this Agreement shall be binding
upon any successor-in-interest to the Company by way of merger, consolidation or
otherwise.
16. Any controversy arising out of or in connection with this Agreement, or any
amendment thereof, shall be determined and settled by arbitration in accordance
with the rules of the American Arbitration Association. The venue for such
arbitration shall be exclusively the State of California, San Bernardino County,
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Exclusive Licensing Agreement I ngen Technologies, Inc.
and any award rendered shall be final and binding on each and all of the parties
thereto and their successor-in-interest, and judgment may be entered thereon in
any court having jurisdiction thereon. In any such proceeding, the Arbitrator
shall be and hereby is empowered to render an award directing specific
performance. Each individual party shall take responsibility for obligations
pertaining to costs associated with their own legal representation.
17. All notices among the parties hereto shall be in writing and shall be deemed
duly srved when personally delivered to another party or, in lieu of such perso
al service, when deposited in the United States mail, certified and return
receip requested, with first class postage prepaid thereon, addressed as set
forth xxxx, or in such other place as may be specified in any written notice
given pursuant to this paragraph as the address for service of notice. All
notices shall be delivered to the parties addresses as witnessed below.
Company: Xxxxx X. Sand, CEO
Ingen Technologies, Inc.
X.X. Xxx 000
000 Xxxx Xxxxxxxx Xxxxx
Xxxx Xxxxxxxxx XX 00000-0000
Contractor: Xxxxxxx & Xxxxxx XxXxxxxxx 00000 Xxxxxx Xxxxxx
Xxxxxxx XX 00000
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Exclusive Licensing Agreement
Ingen Technologies, Inc.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above and agree to all of the terms and conditions of this
Agreement set forth herein.
18. This Agreement shall be governed and construed in accordance with laws of
the State of California.
The Company:
/s/ Xxxxx X. Sand 6/24/99
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Xxxxx X. Sand, CFO Date
The Contractor:
/s/ Xxxxxxx XxXxxxxxx 6/24/99
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Xxxxxxx XxXxxxxxx Date
/s/ Xxxxxx XxXxxxxxx 6/24/99
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Xxxxxx XxXxxxxxx Date
Notarized Required:
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