MANUFACTURING AGREEMENT
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This agreement made the 20th day of December 2000 by and between
AMERICAN TOOL & Mold Inc. herein after referred to "ATM" and RETRAC MEDICAL INC.
herein after referred to as RETRAC.
Retrac is the owner and holder of certain patented medical products
know as the Stat Trac retractable needle safety syringe.
ATM has the knowledge and ability to design and build molds and to do
the molding (manufacture plastic parts through American Technical Molding a
division of ATM's) of Retracs medical syringes.
1) ATM and Retrac agree to do business together. Retrac assigns
AT1V to design and build the pre-production and the production
molds to produce their retractable needle safety syringe
plastic parts and for ATM to do the molding, assembly,
printing and packaging of all the plastic parts from said
molds. Once built and paid for by Retrac, all molds will be
owned by and be the exclusive property of Retrac Medical, Inc.
2) ATM agrees to design and build the molds for these specific
plastic parts described as the Retrac retractable needle
safety syringe.
3) ATM further agrees, at ATM's own expense, to establish and
constrict a limited access assembly and packaging area,
meeting standards appropriate for such medical device assembly
and in compliance with U.S Quality System Regulations (title
21, CFR) This area will be used exclusively for the printing,
assembly and packaging of the Retrac syringe.
4) In the consideration of establishing this assembly room
facility Retrac will award ATM exclusive the right to
manufacture, design and build the pre-production and the
production molds for the Retrac program for world wide use.
AIM will also have the right to mold, print, assemble and
package all syringes for sale in North America. An exception
may exist if Retrac contracts and/or licenses Terumo
Corporation to sell Retrac retractable needle safety syringes
under the Terumo flame. Retrac desires to produce all syringes
for sale, however should Terumo require that some or all parts
of the syringe be produced by Terumo as a condition of the
agreement, ATM will have exclusive right to build molds and do
only such other steps as requested or required by Terumo. This
exception exist only if required by Terumo and only for such
production volume for which Terumo is authorized.
5) The cost for the pre-production molds and the cost for the
production molds will be as already quoted and as needed to be
quoted in the future for the entire Retrac project.
6) The cost of the production of the parts (molding), printing,
assembly and packaging from the pre-production molds and from
the production molds will he as quoted and or as will be
quoted in the future.
7) In the event that there is any pricing dispute between ATM and
Retrac in regard to pricing for the cost of the molds and/or
the piece price production (molding) ATM and Retrac will each
seek one competitive quotation from a competitor performing
similar mold making or production for comparison, the parties
agree that the price to paid to ATM will not exceed the
average of the two competitive quotes so selected.
8) The terms of this agreement between ATM and Retrac shall be
for a period of ten (10) years from contract date, or the life
of the product whichever is longer, unless agreed in writing
by both parties. This agreement covers the Retrac retractable
needle safety syringe and/or any improved or substituted
product and/or material.
9) ATM agrees that it will perform the services and manufacturing
required herein in a manner and in a form which is acceptable
under generally accepted industry standards and the Quality
System Regulations (Title 21, CFR). ATM further warrants that
the said work and services shall be performed in a good
xxxxxxx like manner and in compliance with specifications and
tolerances agreed upon by both parties. Additionally, any
warranties in regard to the mold(s) arid production by ATM
shall be limited to the parts produced by ATM for Retrac for
the production thereof and no other. There are no other
warranties, either expressed and/or implied. Each party will
carry 1iability insurance of a type and amount appropriate to
their responsibilities and to the production of medical
devices.
10) Retrac warrants that it has the sole rights to the design,
manufacturing and sale of this product (Retrac) and agrees to
indemnity and hold harmless ATM for any action and/or damages
incurred by ATM for any patent or design infringements.
11) ATM agrees to sign a confidentiality agreement with Retrac.
12) The parties hereto agree that in the event of any dispute, or
claim of default arising out of this agreement, or the
performance hereof; that cannot be settled through negotiation
between the parties, said dispute shall be submitted to
arbitration under the rules of the American Arbitration
Association for binding arbitration.
13) The parties hereto agree that this agreement shall be
construed in accordance with the laws o 1the state of Florida
and that any jurisdiction or venue shall be in Pinellas
County, Florida, USA. In the event that it is necessary for
either party
hereto to enforce the provisions of this agreement, the
prevailing party in such a arbitration or enforcement action
shall be entitled to be reimbursed for all cost of such
action, including a reasonable attorney's fee.
Witnesses:
American Tool & Mold Inc.
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By /s/ Xxxxxxx Lourlourgas
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Xxxxxxx Lourlourgas, President
Retrac Medical Inc.
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By /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
