EXHIBIT 99.3
[INGEN TECHNOLOGIES, INC. LOGO HERE]
SALES REPRESENTATION AGREEMENT
INGEN TECHNOLOGIES, INC.
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00000 Xxxxxx X
Xxxxxxx, Xxxxxxxxxx 00000
PHONE: (000) 000-0000
TOLL FREE: (000) 000-0000
FAX: (000) 000-0000
("the Principal")
and
HEALTH SALES CONSULTANTS, INC.
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00 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
PHONE: (000) 000-0000
Xxxx_xxxx@xxx.xxx
("the Representative")
hereby agree as follows:
1. APPOINTMENT. The Principal hereby appoints the Representative as its
exclusive sales representative for the territory described in Appendix A (the
"Territory") to solicit orders for those products and services listed in
Appendix B (the "Products"). The Representative accepts this appointment and
agrees to promote the sales of the Products within the Territory.
2. ORDERS AND COLLECTIONS. Orders for Products solicited by the
Representative shall be forwarded to the Principal. Principal agrees to refer to
the Representative all inquiries from customers and prospective customers
located within the Territory, and to promptly furnish the Representative with
copies of all correspondence and documentation between the Principal and such
customers and prospective customers. All invoices in connection with orders
received from the Representative's territory shall be rendered by the Principal,
direct to the customer, and full responsibility for all collections and bad
debts rests with the Principal. Once a week the Representative will be sent
copies of all invoices processed for the Territory for the immediately preceding
week. The Representative will assist in collections, if possible, when requested
by the Principal; provided, however, that such assistance shall be at no cost to
the Representative. The Principal will notify the Representative prior to
putting a customer on C.O.D. so that the Representative may attempt to receive
or secure payment; provided, however, that even when the Representative is so
notified by the Principal, the ultimate responsibility for all collections shall
remain with the Principal.
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3. COMMISSIONS. The Representative can purchase the Oxyview(R) at a
price of $9.00 each, or the Principal shall pay the Representative a 30 percent
commission on the net invoice price of all orders received in or delivered into
the Territory, regardless of whether the Representative was the procuring cause
of such order, exclusive of sales taxes, insurance, and freight charges.
Commissions are earned upon issuance of an invoice by the Principal and are
payable by the twentieth (20th)of the month for the preceding month's invoiced
business. Any account which has not been paid within ninety (90)(120) days may
be deducted from the Representative's next commission check and commission
repaid at time of collection. The Principal shall provide the Representative
with a monthly statement showing the computation of all commissions payable,
including ship to city and state, for the preceding month, which statement shall
include a listing of each invoice with respect to which a commission was earned
and a listing of deductions against commissions for unpaid past due invoices.
4. TERMS OF SALE. All sales shall be at prices and upon terms
established by the Principal, and it shall have the right, in its discretion,
from time to time, to establish, change alter, or amend prices and other terms
and conditions of sale. The Representative shall not accept orders in the
Principal's name or make price quotations or delivery promises without the
Principal's prior approval.
5. RELATIONSHIP OF PRINCIPAL AND REPRESENTATIVE.
(a) The Representative shall maintain a sales office in the
Territory.
(b) The Representative will conduct all of its business in its
own name and in such manner as it may see fit. The Representative will pay all
expenses of its office and activities and will be responsible for the acts and
expenses of its employees.
(c) Nothing in this Agreement shall be construed to constitute
the Representative as the partner, joint venturer, employee, or agent of the
Principal, nor shall either party have any authority to bind the other in any
respect, it being intended that each shall remain an independent contractor
responsible only for its own actions.
(d) The Representative shall not, without the Principal's
prior written approval, alter, enlarge, or limit orders, make representations or
guarantees concerning the Principal's products or accept the return of, or make
any allowance for such products.
(e) At the Principal's request, the Representative shall
furnish to the Principal's Credit Department any information which it may have
from time to time relative to the credit standing of any of the Principal's
customers.
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(f) The Representative shall abide by the Principal's policies
and communicate same to the Principal's customers.
(g) The Principal shall be solely responsible for the design,
development, supply, production, and performance of its Products and the
protection of its trademarks, trade names. and other intellectual property. The
Principal agrees to indemnify and hold the Representative harmless against and
to pay all losses, costs, damages, and expenses whatsoever, including, without
limitation, reasonable attorneys' fees and costs, which the Representative may
sustain or incur on account of (i) the infringement or alleged infringement by
the Principal or the Products of the intellectual property rights or any third
party, (ii) warranty claims with respect to Products, and (iii) negligence
and/or product liability claims with respect to Products.
The Representative will promptly deliver to the Principal any
notices or papers served upon it in any proceeding covered by this indemnity,
and the Principal will defend same at its expense. The Representative may retain
counsel of its own choice at the Principal's party's expense if the Principal
fails to defend the Representative in a timely manner. The Principal will
include the Representative as an additional assured on its product liability
insurance policy.
(h) The Principal will immediately notify the Representative
of any customer complaint the Principal receives, and advise the Representative
of the customer making such complaint, and the nature of the complaint to permit
the Representative to respond to said complaint.
(i) The Principal shall furnish the Representative, at no
expense to the Representative, current samples, catalogues, literature, and any
other material necessary for the proper promotion and sale of its Products in
the Territory. Any literature which is not used or samples or other equipment
belonging to the Principal shall be returned to the Principal at its request,
and in any event upon termination of this Agreement. Costs related to return of
samples or other material will be borne by the Principal.
(j) Whenever the Representative, at the Principal's request,
takes possession of the Principal's products or samples for the purpose of
delivering such products to customers or for any other purpose, the risk of loss
or damage or destruction of such products shall be borne by the Principal.
(k) The Principal and the Representative agree not to employ
or engage the services of any member of the others staff for two years from the
effective date of termination.
(l) the Principal shall promptly forward to the Representative
all inquiries received from its Territory for the Products.
(m) The Principal agrees to furnish to the Representative
information concerning the availability of new products which may be marketable
in the Territory of the Representative. It is the parties' intent for such new
Products, that the Representative will have the right of first refusal, and if
accepted will be included in this agreement.
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6. TERM. This Agreement is effective the date appearing on the
signature page hereto and shall continue for three (3) years. Thereafter, it
shall automatically renew for additional three (3) year periods, unless either
party terminates it by written notice to the other party given not later than
one hundred and twenty (120) days prior to the end of the then current term of
this Agreement. Upon termination, the Representative is entitled to the
commission rate specified in Paragraph 3 on all orders solicited prior to the
effective date of termination, regardless of when the Principal accepts,
invoices, or ships such orders. No termination is effective unless the
terminating party is current in its financial obligations to the other. The
rights of termination herein granted are absolute and the parties acknowledge
that each has considered the term of the Agreement and the termination
provisions in making expenditures of money and time in preparing for the
performance of this Agreement, and further the possible loss or damage on
account of the loss of prospective profits or anticipated sales or on account of
expenditures, investments, leases, property improvements, or commitments in
connection with the good will or business of the Principal, of the
Representative, or otherwise, resulting from the termination thereof.
7. ENTIRE AGREEMENT. This Agreement contains the parties' entire
understanding and may not be modified except in written form signed by both.
This Agreement may be transferable or assignable by the Representative with the
written consent of the Principal. Such consent will not be unreasonably
withheld.
8. DISPUTES AND ARBITRATION. The parties agree that any disputes or
questions arising hereunder, including the construction or application of this
Agreement, shall be settled by arbitration in accordance with the rules of the
American Arbitration Association then in force, and that the arbitration
hearings shall be held in the city in which principal office of the party
requesting arbitration (with the American Arbitration Association) is located.
If the parties cannot agree upon an arbitrator within ten (10) days after demand
by either of them, either or both parties may request the American Arbitration
Association to name a panel of five (5) arbitrators. The Principal shall first
strike the names of two (2) on this list, the Representative shall then strike
two (2) names, and the remaining name shall be the arbitrator. The decision of
the arbitrator shall be final and binding upon the parties both as to law and to
fact, and shall not be appealable to any court in any jurisdiction. The expenses
of the arbitrator shall be shared equally by the parties, unless the arbitrator
determines that the expenses shall be otherwise assessed.
9. ATTORNEY'S FEES. If any arbitration or other action is instituted in
connection with any controversy arising out of this Agreement or an enforcement
of any right hereunder, the prevailing party shall be entitled to recover its
reasonable attorneys' fees and costs.
10. NOTICES. All notices between the parties shall be in writing and
sent by certified mail, postage pre-paid, return receipt requested to the
addresses above stated. All notices shall be effective upon the date of actual
receipt.
11. FURTHER PROVISIONS. Any further provisions to which the parties may
have agreed are listed in Appendix D.
* * * * * * * * *
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IN WITNESS WHEREOF, the parties have executed and delivered this Sales
Representation Agreement as of the date set forth below.
/s/ CHIP XXXXX
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CHIP XXXXX, PRESIDENT DATE
THE COMPANY:
/s/ XXXXX SAND
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XXXXX SAND, CEO DATE
INGEN TECHNOLOGIES, INC.
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EXHIBIT A
TERRITORY
NEW JERSEY AND EASTERN PENNSYLVANIA
HEALTH SALES CONSULTANTS, INC.
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Xxxx Xxxxxxx, President
00 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
PHONE: (000) 000-0000
Xxxx_xxxx@xxx.xxx
New Jersey
Xxxxxx Xxxxxxx
00 Xxxx Xxxx Xx.
Xxxxxxxxxxxx, XX 00000
Phone: (000) 000-0000
xxxxxx@xxxxxxx.xxx
Eastern Pennsylvania
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