EXHIBIT 10.2
AGREEMENT between: Ingen Technologies, Inc. and Agroworx, Inc.
INGEN TECHNOLOGIES, INC.
000 X. Xxxxxx Xxxx Xxxx, Xxxxxxxx Xxxxxxxxxx 00000
(000) 000-0000 FAX: (000) 000-0000
CONTRACTING AGREEMENT
This Agreement supercedes all other Agreements with Xxxxx Xxxxx and/or Agroworx,
Inc., made effective as of this 15th day of September, 2005, by and between
AgroWorx, Inc., a Nevada Corporation doing business in California, located at
0000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000, further referred to as
the ("Contractor"); and Ingen Technologies, Inc., A Public Georgia 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 and consumer products and services on a Global basis.
Said products and services are inclusive of, but not limited to, vestibular
function testing and balance testing, medical durable equipment and
aeroponic farming facilities.
B. The Company desires to engage the services of the Contractor to provide
consulting services for the Company. Specifically, the Company desires the
Contractor to assist in the design of the Pure Produce(TM) program as
described in Exhibit-A, attached hereto.
C. The Contractor has the expertise, knowledge and resources for providing
said services.
D. The Company desires to utilize the Contractor's expertise, knowledge and
other resources for providing consulting services, and as such, the
Contractor desires to offer said consulting services to 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 as set forth in the above
Recitals, the Company agrees to the following:
a) The Company will issue to the Contractor i) 300,000 shares of
restricted stock at the time the Company receives initial funding for
the Pure Produce(TM) program, and ii) 500,000 shares of restricted
stock 12 months commencing the funding of the Pure Produce(TM)
program. The definition of "Commencing" means that the first Pure
Produce(TM) facility has been built and has started operations. The
term "Restricted Stock" means that the Company will issue its' common
restricted shares under SEC Rule-144.
b) Upon the initial funding of the Pure Produce(TM) program, the
Company will pay the Contractor a monthly consulting fee of $ 3,000 to
assist in the design and operations of the Pure Produce(TM)
facility(s).
c) The Company will pay the Contractor 2% of the Net Profits, before
tax, of the revenues generated from any/all of the Pure Produce(TM)
facilities. This payment will be paid annually and/or at the end of
each fiscal year.
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AGREEMENT between: Ingen Technologies, Inc. and Agroworx, Inc.
d) The Company may assign other projects to the Contractor. The
Company will pay the Contractor a defined amount pursuant to each
project. Each project will include a description of the work to be
performed and the amount that the Contractor will receive. The
Contractor has the right of first refusal with each of these
additional projects.
2. The Company will provide said management, materials and operational costs,
other than mentioned in Paragraph-1.
3. As a part of the services specified herein, the Contractor accepts the
above considerations and understands his rights to provide said services
within the United States. The Contractor agrees to provide his "best
efforts" to deliver those services.
4. The Contractor is only responsible to provide his/her services for the Pure
Produce(TM) facilities. The Company holds harmless the Contractor from
any/all liabilities associated with the Pure Produce(TM)
program/facilities.
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 will not promote
services, either directly and/or indirectly, to any entity and/or
competitor that has a similar product 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.
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AGREEMENT between: Ingen Technologies, Inc. and Agroworx, Inc.
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 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.
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.
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AGREEMENT between: Ingen Technologies, Inc. and Agroworx, Inc.
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: Xxxxx Xxxxx, CEO
AgroWorx, Inc.
0000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
909.422.0680
909.835.5700
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:
s/s September 15, 2005
--------------------------------- ------------------
Xxxxx Xxxxx, CEO, Agroworx, Inc. Date
The Company:
/s/ Xxxxx Sand September 15, 2005
--------------------------------- ------------------
Xxxxx Sand, CEO Date
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AGREEMENT between: Ingen Technologies, Inc. and Agroworx, Inc.
EXHIBIT-A
PURE PRODUCE(TM):
THE INGEN TECHNOLOGIES, INC. PURE PRODUCE(TM) FACILITY is designed to offer the
utmost in vegetable growth efficiency, without pesticides. The Agro-facility
will offer the most efficient use of water and energy conservation, while
offering the best insulator towards food security. More than 30% Pre-Tax Profit
can be expected.
The main competitive advantage of the facility is be able to deliver off-season,
high profit margin gourmet vegetables, herbs and edible flowers. The produce
grown can be customized for local consumption or be grown for specific export
markets.
INCREASING BOTTOM LINE INCOME IN 3 CORE SECTORS:
1. CLEAN FRESH PRODUCE without dirt, disease, insects and pesticides. $15B/YR.
& GROWING.
2. NATURAL NUTRICEUTICALS: Increased useable biomass with continuous
"laboratory like" conditions. $13B PER YEAR AND GROWING.
3. PHARMACEUTICALS: (MOLECULAR FARMING) Increased useable pharmacology through
genetic enhancement. This fledgling industry is about ready to produce a
*New Big Bang* in the biotech industry. The idea is to use these molecular
crops as biological factories to generate drugs difficult or expensive to
produce in any other way. $100B MARKET BY 2015.
INITIAL LOCATION AND DEMOGRAPHICS:
The strategic location of the Southern California Inland Empire, offers another
competitive advantage in the fact it is a centralized HUB with a population of
over 15 million and growing (well over 1/3 of the nation).
THE COMPANY will own the facility and crops grown.
THE TECHNOLOGY ADVANTAGES:
AEROPONICS & BIOCONTROLS
o Low impact, (No fertilizer, & pesticides needed, with no effluent damage)
o Full Containment of effluent & ambient pollens
o Rapid plant propagation, (University & NASA proven)
o Isolation (preventing cross contamination)
o Offers continual visualization and monitoring of biomass with 40% more dry
biomass per harvest
o Low labor rate for cultivation and harvesting
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