Exhibit 10.45
INGEN TECHNOLOGIES, INC.
00000 Xxxxxx X, Xxxxx X
Xxxxxxx, XX 00000
(000) 000-0000 FAX: (000) 000-0000
AGREEMENT
This Agreement made effective as of this 1st day of January, 2008, by and
Between Xxxx Xxxxxxxx, further referred to as the ("Contractor") whose principal
address is 00000 Xxxxx Xxxx Xx., Xx. Xxxxx XX 00000; and INGEN TECHNOLOGIES,
INC., A Nevada Corporation, further referred to as the ("Company"), whose
principal address is 00000 Xxxxxx X, Xxxxxxx, Xxxxxxxxxx 00000 , and is made
with reference to the following.
RECITALS
A. The Company is a Medical Device Manufacturer, and in the business of
providing medical products and services on a global basis. Said
products and services are inclusive of, but not limited to, vestibular
function testing and balance testing, referred to as Secure
Balance(TM), and respiratory care products referred to as OxyAlert(TM)
and OxyView(TM).
B. The Company desires to engage the services of the Contractor to
increase sales of its product line, inclusive of but not limited to,
Oxyview(TM), OxyAlert(TM) and Secure Balance(TM).
C. The Contractor agrees to serve as a Director and member of the Board of
Directors for Ingen Technologies, Inc. and agrees to perform on a "best
efforts" basis.
D. The Company desires to utilize the Contractor's expertise, knowledge
and other resources as described in the above recitals.
NOW, THEREFORE, the Parties mutually agree as follows:
1. In consideration of the Contractor furnishing the expertise,
knowledge and other resources in providing said services;
a) The Company agrees to pay the Contractor a 10%/5%
cash/stock under the terms of a FINDER'S FEE
AGREEMENT for related funding and capital financing
activities.
b) The Company will continue with the existing Agreement
regarding commissions Paid for all Oxyview(TM) sales.
c) The Contractor will receive 200,000 shares of
Restricted Common Stock for each year served as a
member of the Board of Directors. In addition, the
Contractor will receive $500 per Board Meeting and
material review as authorized by the Chairman.
d) The Contractor will receive a $3,000 per month
retainer paid either in cash or restricted shares,
depending on the company's ability to pay. The
Contractor will receive an employment contract to act
as COO in value of $200,000 annually plus benefits
effective upon the first $1,000,000 produced through
Oxyview(TM) sales through Invacare Supply Group or
other third party distributors. This salary will
continue for a 12 month period, at which time it will
continue upon Invacare Supply Group's/third party
distirbutors ability to purchase $2,000,000 or more
of product on an annual basis thereafter. It is
understood that Oxyview(TM) product sales need to be
consistent in order to maintain the employment
contract. The $3,000 retainer will be off-set from
the employment salary when it becomes effective.
Further, in case of early termination of this
contract, the company is not responsible to make any
further cash or stock disbursements after the date of
termination.
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2. The Company holds harmless and indemnifies the Contractor from
all liabilities associated with any claims or lawsuits.
3. Except for the amounts paid to the Contractor as stated in
paragraph-1 and within the Recitals herein, the Contractor
shall not be entitled to other payment and/or reimbursement
for expenses incurred pursuant to this Agreement. All costs
and expenses incurred by the Contractor in rendering said
services shall be reimbursed or advanced by the Company only
upon written authorization to the Contractor by the Company.
4. The Company agrees to provide full and proper assistance to
the Contractor inclusive of administrative support, technical
support, and professional support on a best efforts basis and
within regulatory guidelines and laws set forth for providing
said services and without penalty to the Contractor.
5. The Contractor agrees to provide the Company with proper tax
documentation and identification upon the signing of this
Agreement in accordance to State and Federal tax laws.
6. The relationship between both parties created by this
Agreement is that of principal ("the Company") and Outside
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 their best and most diligent efforts,
within all laws, to provide the resources and expertise under
the terms and conditions set forth herein.
7. During the term of this Agreement the Contractor does not have
the right to promote services, either directly and/or
indirectly, to any entity that has a similar products as
provided by the Company for the duration of this Agreement.
8. 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. The Contractor specifically agrees to
NOT distribute the product pricing of the Company, nor use the
brand name on any of their pricing to their clients. Further,
the Contractor will agree to keep confidential all material
related to or made a part of this Agreement from any client,
employee, associate and/or the like.
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 the Company's premises under any
circumstances whatsoever without prior written consent of the
Company.
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9. This Agreement shall continue in effect for a period of three
years (3-yrs), and may be continued thereafter only by the
express mutual agreement of both parties. This agreement can
only be terminated by breech of contract. One or both parties
must submit, in writing, with a 30 day notice, any
termination.
10. 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 is
of no force and effect.
11. 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 shall be in limitation of any other remedy,
right, undertaking, obligation or agreement of either party
hereto.
12. 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.
13. 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.
14. 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.
15. 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 San Bernardino County, the
State of California, 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.
16. All notices among the parties hereto shall be in writing and
shall be deemed duly served when personally delivered to
another party or, in lieu of such personal service, when
deposited in the United States mail, certified and return
receipt requested, with first class postage prepaid thereon,
addressed as set forth above, 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 Sand, CEO & Chairman
Ingen Technologies, Inc.
000 X. Xxxxxx Xxxx Xx.
Xxxxxxxx, XX 00000
(000) 000-0000
Tax ID No. 00-0000000
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Contractor: Xxxx Xxxxxxxx
00000 Xxxxx Xxxx Xx.
Xx. Xxxxx, XX 00000
Tax ID. ###-##-####
000-000-0000
Xxxx@xxxxxxxxx.xxx
17. This Agreement shall be governed and construed in accordance with laws
of the State of California.
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 setforth herein.
The Contractor: /s/ Xxxx Xxxxxxxx 12/12/2007
----------------------------- ------------------
Xxxx Xxxxxxxx Date
The Company:
/s/ Xxxxx Sand December 7th, 2007
----------------------------- ------------------
Xxxxx Sand, CEO Date
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