EX. 99.1
DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of June 1s, 2007 by and between
SportKAT, LLC, a California Limited Liability Company ("SportKAT") and Ingen
Technologies, Inc., a public company ("Distributor").
In consideration of the mutual promises set forth below, SportKAT and
Distributor hereby agree as follows:
1. PURCHASE AND SALE. Distributor agrees to purchase, and SportKAT agrees
to sell, the products listed in SCHEDULE 1 hereto ("Products"), in
accordance with the terms set forth below. SportKAT may at any time
(i) discontinue the sale of any Product as well as any part or
accessory related thereto, or (ii) make modifications to any Product
without obligation to modify or change any Product previously
delivered, or supply new Products in accordance with any earlier
specification. Distributor is an independent contractor and shall not
be deemed an agent of SportKAT for any purpose.
2. NON-EXCLUSIVITY. Due to the numerous overlap of customers and market
segments, the Distributor is being offered "Non-Exclusive"
distribution throughout the United States of America.
3. PRICING, TERMS, AND PURCHASE ORDERS. The prices and terms for all
sales made hereunder are set forth on SCHEDULE 2. SportKAT, at its
sole discretion, may modify SCHEDULE 2 upon 30-days' written notice to
Distributor. Distributor shall submit orders for Products on their own
Purchase Order. Unless otherwise expressly agreed to in writing, in
the event of a conflict between this Agreement and any document
forming part of any order placed hereunder, the terms hereof shall
govern.
4. DISTRIBUTOR. Distributor shall use its best efforts to promote, market
and sell the complete line of Products. Distributors shall not
misrepresent the capabilities of, or the warranty relating to, any
Product. Distributor shall give SportKAT written notice of each bid
Distributor makes to a customer which, if accepted, would require the
purchase by Distributor of Products costing at least $50,000 or a
delivery date less than 30 days after the date of such acceptance.
Distributor shall obtain and maintain all necessary approvals of local
regulatory authorities relating to the sale and use of each Product.
Distributor represents and warrants that it holds a valid reseller's
exemption certificate from each applicable taxing jurisdiction.
Distributor shall reimburse SportKAT for all sales or use taxes
(including penalties and interest thereon) assessed against SportKAT
relating to sales of Products to Distributor.
5. TERM. This agreement is effective as of the date hereof and shall
remain in force and effect for a twelve (12) month period. At the end
of this term, if both SportKAT and Distributor agree, orally or in
writing, this Agreement shall be extended for an addition twelve (12)
months and shall be terminable by either party upon 30-days' written
notice to the other party.
SportKAT may terminate this Agreement with immediate effect upon the
occurrence of any of the following by written notice to the
Distributor: (a) any breach by Distributor of any term hereof which is
not remedied by Distributor to SportKAT's satisfaction within ten (10)
days of Distributor's receipt of notice of such breach from SportKAT;
Distributor engages in any attempt to defraud SportKAT or in any act
which is dishonest, or participates in any similar act of misconduct;
(b) Distributor becomes insolvent or unable to pay all of its debts as
the mature, or makes an assignment for the benefit of its creditors;
or any proceedings are commenced by, for or against Distributor under
any bankruptcy, insolvency, or debtors' relief law, or for the
appointment of a receiver or trustees in bankruptcy; or Distributor is
liquidated or dissolved; (c) a change of control of SportKAT; (e)(i) a
change of control if Distributor (ii) any dispute between the
partners, managers, officers, directors, or stockholders of
Distributor which, in opinion of SportKAT, adversely affects the
business of Distributor or the goodwill or interest of SportKAT; or
(iii) the conviction of any officer, director, partner, or stockholder
in Distributor for any crime which, in the opinion of SportKAT, may
adversely affect the goodwill or interest of SportKAT.
The termination of this Agreement shall not release Distributor from
obligation to pay any sum owed to SportKAT or operate to discharge any
liability that had been incurred by Distributor prior to such
termination. On written request from Distributor within 90 days after
termination of this agreement, SportKAT shall repurchase Distributor's
new and unused inventory of Products at Distributor's acquisition cost
less 25% restocking charge. Should such termination occur with respect
to change of control of SportKAT; (i) no such restocking charge shall
apply and (ii) for three (3) months after such termination, SportKAT
shall pay Distributor a commission equal to 10% of the net sales price
of Products sold by SportKAT during such period to which clients which
were customers of Distributor at the time of such termination.
6. CONFIDENTIAL INFORMATION. All confidential marketing, strategic and
product information disclosed by SportKAT remain its exclusive
property. Distributor shall treat such confidential information as
confidential and shall not disclose any such information to any person
without prior written consent of SPortKAT.
7. LIMITED WARRANTY AND LIABILITY. SportKAT makes no warranty or
representation as to the performance of any product, or as to service,
to Distributor or to any other person, except as set forth in
SportKAT's statement of limited warranty accompanying such Product.
Unauthorized modification of any Product by Distributor or any third
party shall void any warranty with respect thereto. The liability of
SportKAT, if any, and Distributor's exclusive remedy for damages for
any claim relating hereto, shall not be greater than the actual
purchase price of the Products with respect to which such claim is
made. Under no circumstances shall either party be liable to the other
for any special, indirect, incidental, or consequential damages.
8. GOVERNING LAW. This agreement shall be constructed and enforced in
accordance with, and its validity and performance shall be governed
by, the laws of the State of California without regard to its
principles of choice law. Each party shall submit to, and waives any
right to contest, the exclusive venue and jurisdiction of the state
and federal courts located in San Diego, California for any proceeding
arising out of or relating to this Agreement. The prevailing party in
any such proceeding shall be entities to recover, in addition to any
other relief to which it is entitled, all attorney fees and costs
incurred by it in connection therewith.
9. GENERAL TERMS. This agreement constitutes the sole, complete and final
agreement between the parties with respect to the subject matter
hereof. SCHEDULE 1 and SCHEDULE 2 hereto are hereby made part of this
agreement. Distributor may not assign any of its rights or obligations
here under without the written consent of SportKAT. All notices here
under shall be made by mail to the addresses set forth on the
signature page hereof and shall be effective upon mailing. This
Agreement may only be modified, amended or supplemented by an
instrument in writing signed by a duly authorized representative of
each party hereto.
In confirmation of their intention to be legally bound hereby, the parties
hereto have executed this Agreement below:
--------------------------------------------------------------------------------
SPORTKAT, LLC INGEN TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Sand
Authorized Signature Authorized Signature
--------------------------------------------------------------------------------
DATE: June 13, 2007 DATE: June 1, 2007
PRINT NAME: Xxxxx X. Xxxxxx PRINT NAME: Xxxxx X. Sand
PRINT TITLE: President & CEO PRINT TITLE: CEO & Chairman
ADDRESS: 0000 Xxxxxxxxxx Xxx. ADDRESS: Ingen Technologies, Inc.
Xxxxx 000 00000 Xxxxxx X, Xxxxx X
Xxxxx, XX 00000 Xxxxxxx, XX 00000
