Exhibit 99.3
SALES AGREEMENT FOR PRODUCT "KITS"
Computerized Thermal Imaging Inc., a Nevada corporation having its
principal place of business at 00000 X.X. 00xx Xxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxx, 00000, X.X.X. (herein "CTI"), and Nanda Thermal Medical Technology,
Ltd., a limited liability company formed under the laws of the People's Republic
of China, having its principal offices at Xx.000 XxxxxXxxx Xxxx, XxXx Xxxxxxx
Xxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx 210024, ("MANUFACTURER"),
agree, with effect as of 17 June 2003, as follows:
RECITALS
CTI owns or holds certain proprietary rights including custom designs,
copyrights, patents, trade secrets, software source code, documentation,
methods, know-how, trade names and trademark rights (herein collectively "IP
Rights") relating to CTI's line of computerized infrared imaging and therapy
equipment for medical use, ("PRODUCTS") and markets and sells such PRODUCTS
worldwide.
MANUFACTURER and CTI have entered into a MANUFACTURING LICENSE
AGREEMENT dated 17 June 2003 with respect to CTI's IP RIGHTS and PRODUCTS
("LICENSE AGREEMENT"). The terms of such LICENSE AGREEMENT shall apply to the IP
RIGHTS in CTI's PRODUCT, whether in finished or unfinished form, which may be
sold to MANUFACTURER hereunder.
MANUFACTURER wishes to purchase certain unfinished Product kits from
time to time ("Kits") from CTI for the sole and exclusive purpose of
manufacturing Licensed Products and Product components within the People's
Republic of China, including Hong Kong, (China), (the "Territory") for sale to
CTI and to MANUFACTURER's own customers in the Territory.
ARTICLE 1 - LICENSE
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The terms of the LICENSE AGREEMENT shall apply to the IP RIGHTS in
CTI's Product, whether in finished or unfinished form, sold to MANUFACTURER
hereunder, and the protection and enforcement of such Rights. The terms of the
LICENSE AGREEMENT are incorporated herein as though fully set forth, and shall
govern MANUFACTURER's use and sale of Product Kits purchased hereunder,
including but not limited to CTI Names, Licensed IP Rights, sub-licensing,
customer reports, confidentiality, warranties, quality control and inspections,
and all other obligations and protections with respect to the protection and
safeguard of the LICENSED IP RIGHTS as defined in the LICENSE AGREEMENT.
ARTICLE 2 - DELIVERY OF INTELLECTUAL PROPERTY, TRAINING, AND SUPPORT
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CTI shall furnish to MANUFACTURER the LICENSED PRODUCT Hardware,
Firmware, Source Code and Documentation, in kit form ("Deliverables"), as
specified in Attachment A.
ARTICLE 3 - PRICES, PAYMENTS AND REPORTS
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CTI agrees to sell to MANUFACTURER and MANUFACTURER agrees to purchase
from CTI twenty (25) TIP system Hardware Kits, including the parts to assemble
twenty five (25) infrared thermal imagers/scanners (cameras), and seventy five
(75) complete Photonic Stimulator Kits to a value of US$500,000 (Five Hundred
Thousand dollars) payable in the form of cash or common equity in MANUFACTURER
at CTI's sole discretion and on delivery terms as provided in Attachment B. If
paid in the form of cash, MANUFACTURER shall make payment as due within thirty
(30) days from the date of CTI's Delivery of Kits or Product to MANUFACTURER's
designated Delivery point. All payments to CTI by MANUFACTURER required under
this Agreement shall be made by bank check or bank wire in U.S. dollars to such
account(s) as designated by CTI and on delivery terms as provided in Attachment
B. CTI agrees to sell MANUFACTURER additional kits as MANUFACTURER may require
from time to time at prices and terms to be negotiated by the parties. CTI shall
retain a security interest in all Product until fully paid.
ARTICLE 4 - TERM AND TERMINATION
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4.1 Either party shall have the right to terminate this Agreement on
thirty (30) days' written notice in the event the other party fails to observe
or perform any of the terms and conditions of this Agreement required on its
part to be observed or performed and does not remedy such failure during the
thirty (30) days following the date of the written notice.
4.2 Manufacturer shall notify LICENSOR of any changes of ownership of
more than 10% within 30 days of said event.
4.3 Either party shall have the right to terminate this Agreement
immediately on written notice in the event the other party (i) files a voluntary
petition in bankruptcy, (ii) is adjudged bankrupt, (iii) has its assets placed
under bankruptcy or reorganization, (iv) has a trustee or receive appointed by a
court for all or a substantial portion of its assets, or (v) becomes insolvent,
suspends business, is unable to pay its bills in due course, or assigns its
assets for the benefit of creditors.
4.4 Upon termination of this Agreement, in accordance with its terms,
with or without cause, CTI shall not be liable to MANUFACTURER for any damages,
expenditures, loss of profits or prospective profits of any kind or nature
sustained or arising out of or alleged to have arisen out of such termination.
The termination of this Agreement shall not, however, relieve or release either
party from making any payments which may be owing or fulfilling other
obligations which survive the termination.
ARTICLE 5 - GOVERNMENT APPROVAL, EXPORT RESTRICTIONS
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5.1 If required by national law, MANUFACTURER shall report this
Agreement to appropriate government agencies in China for registration and
approval, and furnish satisfactory evidence of such compliance promptly to CTI
for its records.
5.2 MANUFACTURER acknowledges that CTI'S Intellectual Property, IP
Rights, and LICENSED PRODUCTS, as well as any technical data supplied pursuant
to this Agreement are subject to US export laws and regulations, including
restrictions on re-exports. MANUFACTURER shall comply with all applicable laws
and regulations of the US and China regarding the use of IP Rights, and the sale
and approved end-users of LICENSED PRODUCTSCTI shall obtain any required US
license, authorization or approval required for the export of LICENSED PRODUCT
to MANUFACTURER. MANUFACTURER shall not export or re-export LICENSED PRODUCT
from China to any entity other than CTI. MANUFACTURER shall ensure that its
end-user customers acknowledge and agree in a binding and enforceable manner to
such compliance and that they likewise shall not export LICENSED PRODUCT from
China or sell to any party intending to export such LICENSED PRODUCT from China.
ARTICLE 6 - MISCELLANEOUS PROVISIONS
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6.1 This Agreement is not divisible and cannot be assigned or
transferred by MANUFACTURER in full or in part.
6.2 No provision of this Agreement or action of either party shall
constitute acting as agent of the other.
6.3 All written notices under this Agreement shall be considered as
given when sent by registered international air courier fully prepaid and
addressed to the respective parties at their addresses above noted, or at such
other addresses which may have been substituted by written notice from the
affected party to the other.
6.4 This Agreement shall be construed and interpreted in accordance
with the Uniform Commercial Code and any other applicable laws of the State of
Oregon, USA, excluding the laws of conflict. CTI may act in any manner deemed
necessary in any jurisdiction of the world to seek injunctive or other summary
relief or remedy to protect its IP Rights hereunder. Any dispute arising out of
or in connection with this Agreement shall be submitted for resolution to final
and binding arbitration before a panel of three (3) neutrals, acting in
accordance with the rules and under the auspices of The British Columbia
Arbitration Center in Vancouver, B.C., Canada. The venue for arbitration shall
be Vancouver. Each party shall appoint one arbitrator and those two shall choose
the third from a roster of arbitrators qualified in international trade and
intellectual property. The award shall be deemed a U.S. award and shall be
enforceable in any court or forum having jurisdiction.
6.5 If legal action is necessary to interpret or enforce any term of
this Agreement, the prevailing party shall be entitled to payment by the other
party of reasonable attorneys' fees, in addition to any judgment or award.
6.6 This Agreement contains all of the terms and conditions agreed to
by the parties and constitutes the sole agreement between them regarding the
subject matter of this Agreement, and supersedes all understandings and
agreements, whether oral or in writing, previously entered into by them with
respect thereto.
6.7 This Agreement is written and has been negotiated and executed in
English. MANUFACTURER has authorized a Chinese translation for its internal
purposes in the Territory. However, the English language version is the
operative Agreement and shall prevail in event of conflict, discrepancy or
ambiguity. This Agreement shall have six (6) sets of originals, and may be
signed in counterparts.
6.8 CTI's obligations of performance hereunder shall be expressly
conditioned upon compliance with all applicable laws and regulations of the
United States, including but not limited to its Export Licensing Controls of the
US Departments of Commerce, Treasury, and Defense, and the requirements of the
U.S. Securities and Exchange Commission.
6.9 The parties agree to consult with and obtain the written approval
of the other party prior to the issuance of any public statement or press
release concerning this Agreement.
The parties have duly executed this Agreement as of the date first
written above.
Computerized Thermal Imaging, Inc. NanDa Thermal Medical Technology, Ltd.
__________________________________ ______________________________________
Signature Signature
By: /s/ Xxxxxxx Xxxxxx By: /s/ Lin Jun
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Xxxxxxx Xxxxxx XX Xxx,
Title: Chief Executive Officer Title: Chairman
Dated: 17 June 2003 Dated: 17 June 2003
Attachment A
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DELIVERABLES
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HARDWARE KITS:
Hardware Kits shall include parts to manufacture the following key TIP System
components:
o Infrared Thermal Imager/Scanner;
o Power Distribution Unit for Infrared Thermal Imager/Scanner;
o Communication Cable; Power Cable;
o Taxi-4 Interface Card;
o Serial Pass-Thru Cable;
o Single image license as provided in this Agreement to load one
image of the corresponding TIP software to each Kit.
NOTE: Kits do NOT include a camera support unit (CSU); computer central
processor unit (CPU) with dual-video card, network interface controller, disk
drives, memory keyboard, mouse, operating system software, surge protector;
monitor cables; and computer monitors.
FIRMWARE
o (to be determined)
SOURCE CODE
o TIP Application, TIP Reader, TIP Med
MANUALS, DOCUMENTATION AND LITERATURE
o One master CD containing CTI's standard user documentation,
manuals, and literature.
Attachment B
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HARDWARE KIT DELIVERY TERMS
Delivery shall be made approximately one (1)week following MANUFACTURER's
placement of an order, and CTI's written confirmation.
All Kits subject to this Agreement must be ordered for Delivery within twelve
(12) months of the date of this Agreement.
Price is Ex-Works CTI factory Ogden, Utah, USA (INCOTERMS 2000) and includes
ground transportation pre-paid delivery to MANUFACTURER's designated US
location.
