Exhibit 10.1
CONTRACTING AGREEMENT
This Agreement made effective as of this 1st day of January, 2007, by and
between GV Product Design & Engineering, further referred to as the
("Contractor"), whose principal address is 00000 Xxxxxxxx Xxxx Xxxx, Xxxxx
Xxxxxx, Xxxxxxxxxx 00000; and Ingen Technologies, Inc., A Nevada Corporation,
further referred to as the ("Company"), whose principal address is 000 X. Xxxxxx
Xxxx Xxxx, Xxxxxxxx, 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.
B. The Company desires to engage the services of the Contractor to provide
engineering design support for Oxyview(r) and OxyAlert(r).
C. The Company authorizes the Contractor to work with various vendors who
are involved in the Research & development, engineering and design of
oxyView(r) and OxyAlert(r).
C. The Contractor has the expertise, knowledge and resources for
development and implementation of the services described herein.
D. The Company will provide full assistance to the Contractor 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 engineering design of Oxyview(r) and OxyAlert(r) ,
and as such, the Contractor desires to deliver the services as described
herein.
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 the Company agrees to pay
to the Contractor a monthly management fee of $1,500 payable upon
receipt of an invoice/statement.
Upon completion of the design of OxyView(r), the Contractor will receive
500,000 shares of restricted common stock of the Company.
Upon completion of the production of OxyAlert(r), the Contractor will
receive 500,000 shares of restricted common stock of the Company.
2. The Company authorizes the Contractor to work directly with the
Company's vendors during the research, development and design of
Oxyview(r) and OxyAlert(r).
3. As a part of the services specified herein, the Contractor accepts the
above considerations and understands his/her rights provide said
services within the United States. The Contractor agrees to provide
his/her "best efforts" to deliver those services.
4. 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.
5. 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.
6. 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.
7. 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.
8. During the term of this Agreement the Contractor has 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.
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. 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.
10. This Agreement shall continue in effect for a period of two years
(2-yrs), and may be continued thereafter only by the express mutual
agreement of both parties. This agreement may be terminated only for
cause or breech of any terms and conditions setforth herein.
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 is 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 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 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.
17. 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
2
(000) 000-0000 Tax ID No. 00-0000000
Contractor: Xxx Sand, President
GV Product Design & Engineering
00000 Xxxxxxxx Xxxx Xxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
(000) 000-0000
18. 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/ Xxx Sand January 1, 2007
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Xxx Sand, President Date
GV Product Design & Engineering
The Company: /s/ Xxxxx Sand January 1, 2007
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Xxxxx Sand, CEO Date
