Exhibit 99.1
[INGEN LOGO]
000 X. Xxxxxx Xxxx Xxxx, Xxxxxxxx Xxxxxxxxxx 00000
(000) 000-0000 FAX: (000) 000-0000
DISTRIBUTION AGREEMENT
This Agreement made effective as of this 1st day of December, 2006, by and
Between MedOx, Corporation, a California Corporation, further referred to as the
("Contractor") whose principal address is 00000 Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxxxx 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)", OxyAlert(TM) and OxyView(TM).
B. The Company desires to engage the services of the Contractor to
distribute OxyView(TM) as described in Exhibit-A. The Company
authorizes domestic and export rights to the Contractor for all sales
of OxyView(TM).
C. The Contractor has the expertise, knowledge and resources for
development and implementation of the distribution of OxyView(TM)
products and agrees to and accepts to sell the OxyView(TM) products on
a "best efforts" basis.
D. The Company will provide product, installation, training, advertising &
market assistance, promotional materials and other developmental
documentation used to promote said products and services 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 and promoting said services as
described in the above recitals for the purpose of establishing sales
of Secure Balance(TM) products and services, and as such, the
Contractor desires to distribute the OxyView(TM) products and services
provided by the Company.
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 and market assistance as
set forth in the above recitals hereof;
a) The Company agrees to pay the Contractor 4% (four percent) of
all OxyView revenues, less the Contractor's selling price to
the customer. An ongoing percentage shall be paid to the
Contractor by the Company for results of growing a global
sales organization.
b) If the Contractor sells one million OxyView(TM) units, the
Company will issue a total of 2,000,000 restricted common
shares to the Contractor according to the following schedule.
This issuance is only for the first one milliion units sold
and does not constitute an ongoing issuance for additional
sales of OxyView(TM).
c) The Contractor will receive $60,000 for the first six months
in payments of $10,000 per month. After the first six months,
these payments will discontinue.
d) The Contractor will determine the customer price. The
Contractor has the right to set pricing directly with his
customer and the customer will purchase directly from the
Company. The Contractor and the Company will negotiate pricing
set for the Contractor, and the Contractor will receive 4% of
the Contractor pricing and 100% of the difference between the
Contractor price and the Customer price for each individual
Customer. The Customer pricing may vary from customer to
customer. At no time shall the Contractor price exceed or be
greater than the customer price. The Company is responsible to
initially discuss all Customer pricing with the Contractor,
and the Company agrees not to discuss pricing with the
Customer until the Contractor has discussed pricing the
Customer. The term "Customer" means that the Contractor has
established a direct relationship/contact with a customer, and
does not mean that all customers are property of the
Contractor. Each customer that is a contact of the Contractor
will be verified in writing between the Company and the
Contractor. The Contractor will be paid 7 days after receipt
of all money received from the Customer and for each
transaction, accordingly.
2. The Company authorizes the Contractor, and any of his sub-marketing
groups, to market, promote and sell the products and services of the
Company as described in Exhibit-A. Any other products and services
offered by the Company are not a part of this Agreement and may not be
sold and/or marketed by the Contractor without the written permission
or authorization from the Company.
3. As a part of the services specified herein, the Contractor accepts the
above considerations and understands his/her rights to sell said
products within the United States and abroad. The Contractor agrees to
provide his/her "best efforts" to distribute and sell the OxyView(TM)
products and services.
4. The Company holds harmless and indemnifies MedOx Corporation and
Xxxxxxx Xxxxxxxx from all liabilities associated with any claims or
lawsuits. The Company agrees to include MedOx Corporation and Xxxxxxx
Xxxxxxxx as an additionally insured party to the Company product
liability insurance coverage.
5. 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.
6. 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.
7. 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.
8. 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 setforth herein.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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
Contractor: Xxxx Xxxxxxxx
MedOx, Corpration
00000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
(000) 000-0000
19. 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:
// signed 12-1-06
--------------- -------
Xxxx Xxxxxxxx Date
The Company:
// signed December 1, 2006
-------------------------- ----------------
Xxxxx Sand, CEO Date
Ingen Technologies, Inc.
EXHIBIT-A
PRODUCT LIST SOLD TO CUSTOMER
OXYVIEW(TM)
OxyView(TM), with a US Patent Pending, is a pneumatic gauge that measures oxygen
flow-rate close to the patient and near the canula. OxyView(TM) provides a fast
and convenient way to quickly determine flow-rate and the assurance that the
patient is receiving the proper amount of oxygen needed. This product enhances
the safety, assurance and accuracy of hospitalized patients, surgical patients
and patients prescribed outpatient oxygen therapy from any oxygen delivery
source. OxyView(TM) is a lightweight pneumatic gauge that is easily attached to
the oxygen tubing just below the neck and close to the patient. OxyView(TM) will
conveniently inform the hospital staff or care-giver of any leak or inaccuracy
between the delivery source and the patient. OxyView(TM) will allow for improved
patient care.
ADVANTAGES OF OXYVIEW(TM)
o Lightweight pneumatic gauge that measures oxygen flow-rate
o Attaches easily to oxygen tubing just below neck and close to
the patient
o Eliminates discrepancy by measuring oxygen flow rate near the
patient not the source.
o Uses no batteries and is reliable
o Clean packaging and Disposable for hospital use
o For use in hospitals, surgical rooms and outpatient therapy
[PHOTO OF PATIENT USING OXYVIEW]
OxyView(TM), with US Patent Pending, is a pneumatic gauge that quickly
measures oxygen flow-rate close to the patient.
[PHOTO OF PNEUMATIC GAUGE]
OxyView(TM) is a reliable lightweight pneumatic gauge that measures
oxygen flow-rate.
[PHOTO OF PATIENT USING OXYVIEW]
OxyView(TM) enhances the safety, assurance and accuracy of hospitalized
and surgical patients being administered oxygen from any source. It could
quickly inform any medical staff of any leak or inaccuracy between the delivery
source and the patient.
[PHOTO OF PNEUMATIC GAUGE]
Oxyview(TM) allows for fast and reliable measurement of oxygen
flow-rate.
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