EXHIBIT 10.25
[INGEN LOGO]
FINANCIAL PROCUREMENT DEVELOPMENT AGREEMENT
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THIS AGREEMENT made this 15th day of October, 2004 with Ingen Technologies,
Inc., a Georgia Corporation, whose business address is 000 X. Xxxxxx Xxxx Xxxx,
Xxxxxxxx, Xxxxxxxxxx 00000, hereinafter referred to as the "Business"; and XXXX
Xxxx Sin, an Individual, whose address is at Xx. 00 Xxxxx Xxxx Xxxx, Xxxxxxxxx
000000, is further referred to as the "Finder".
WHEREAS, The Business seeks "Financing" , or such other sums as it may agree to
accept, from the Finder and/or it's third party lenders or Investors.
WHEREAS, The Business may seek additional financing for other development
projects or to develop other business relationships or joint ventures;
WHEREAS, The Finder is engaged in the business of maintaining relationships with
various lenders; and with various development companies and consortiums that
provide development services and products; and assisting businesses in acquiring
development partners and establishing joint ventures or investment shares;
WHEREAS, for the purpose of this Agreement, the existing terms and conditions
shall have the following meanings:
The term "CONNECTED PERSONS" shall include, but not be limited to, any banks,
lawyers, agents, corporations, consultants, advisors, consortia, and/or
syndicate members, associates, affiliates, and any person, corporation or entity
that comes to have any knowledge or information concerning any and all
transactions covered by this Agreement, as a result of any communication
directly with, originating from, or relating to either the Business or the
Finder.
The term "DEVELOPMENT" shall mean any and all projects of the Business that are
funded by the Finder's third party lenders subsequent to the Business' first
project as contemplated hereunder. These projects may include, but are not
limited to, construction, design, equipment and other services and products
which the Finder assists the Business in funding as well as assisting the
Business in acquiring development partners or joint ventures.
The terms "FINANCE" or "FINANCING" or "FUNDING" or "Investors" or "Investing"
shall mean the consideration in the form of monies or benefit(s) that the
Business has authorized the Finder to obtain on its behalf.
The term "LENDER(S)" shall include, but not be limited to, any type of financing
source or organization from whom a commitment to provide a loan or obtain a
benefit is sought.
The terms "LOAN" or "BENEFIT" shall mean the advancement or commitment to
advance monies or other consideration, in the form of either Debt or Equity
resulting from the efforts of the Finder for the benefit of the Business. The
"Benefit" may include, but not necessarily be limited to, loans, private
placements, mergers, acquisitions and the sales of various forms of securities
or stock.
The term "TRANSACTION(S)" shall include any and all stages of negotiations,
discussions, communications, of whatever form, and completions between the
parties hereto and their connected persons regarding opportunities to enter into
business transactions made available by either party and their connected persons
to the other party and its connected persons, which transactions shall
specifically include arranging the purchase and sale of all types of banking
instruments, assets, commodities, and all types of financial facilities.
NOW, THEREFORE, in accordance herewith, the Business and the Finder acknowledge
and agree to the following covenants, terms and conditions:
1. SCOPE OF WORK:
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The Finder, on a non-exclusive basis, agrees to use their best efforts and
reasonable diligence to identify one or more appropriate companies, consultants,
Lenders or Investors and to seek suitable distribution of products, funding or
investment for the Business, on a best-efforts basis, for the Business pursuant
to this Agreement.
2. CONFIDENTIALITY AND NON-CIRCUMVENTION:
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The Finder and Company have entered into a separate Confidentiality and
Non-Circumvention Agreement.
3. FEES, COSTS AND CHARGES:
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a. "Fees, Costs and Charges" identified hereinafter shall be due and payable
in accordance herewith.
1. PLACEMENT FEES. The Finder shall receive for its services rendered, a
placement fee of 5% (Five Percent) to be deemed earned at the time of
The Business's acceptance of the financing, which shall be upon the
signing by the Business of the Lender's or Investor's Commitment Letter
or other similar documentation. The placement fee shall be calculated
on a percentage of the total "Financing" or "Investing"committed to the
Business. The Finder and Business agree that the Placement fee will be
distributed as follows:
a) 0% (None) of the Placement Fee will be paid in tender, and will equal 0%
(none) of the net funding amount.
b) 5% (Five Percent) of the Placement Fee will be paid in equity, whereas the
Business will deliver public shares that are registered and restricted
under SEC Rule-144 to the Finder equal to the amount of 5% (Five Percent)
of the net funding amount.
2. The Business will pay the Finder its' entire placement fee on the day the
first funds are deposited in the Bussiness' bank account and approved by
the bank, from the Finder's third party lenders or investor.
3. This same placement fee shall apply to any and all projects of the Business
that originate and are funded by the Finder's third party lenders or
investor subsequent to the Business's first project, as contemplated
hereunder, for a period of three (3) years from the date of this Agreement.
If the project originates before the end of the three (3) year period but
the funding or investing takes place after the three (3) year period the
placement fee will apply. For purposes of this agreement "originates" shall
be defined to mean all projects and/or contracts for which the Business
applies to the Investor or Lender for financial assistance. Any such
additional projects may be subject to an Addendum to this Agreement which
further describes the project and the amount, type and terms of the funding
and any other terms as may be related to this Agreement and the Business
agrees to execute all such Addendum's. If the Business refuses to execute
such Addendum and proceeds with additional projects then they will be
obligated to pay additional placement fees pursuant to this provision for a
period of three (3) years.
4. ADDITIONAL RESTRICTIVE AGREEMENTS:
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a. For a period of two (2) years from the date of the executed FINANCIAL
PROCUREMENT DEVELOPMENT AGREEMENT, the Business agrees that it shall not
directly or indirectly solicit the financial participation of any Lender,
Investor and/or Connected Persons, as defined herein, who have been
introduced to the Business by the Finder for the purposes contemplated by
this Agreement. The Business recognizes that those Lenders, Investors
and/or Connected Persons that have been introduced to them by the Finder
have an existing valuable relationship with the Finder. The Business
further recognizes the proprietary nature of the Lenders and/or Connected
Persons and the confidentiality that is essential to the Finder's business.
The Business further agrees that it shall not directly or indirectly refer
any Lender, Investor and/or Connected Persons introduced to it by the
Finder to any other individual, company, entity or affiliate thereof, or
provide anyone whomsoever access to the names of any Lender, Investor
and/or Connected Persons introduced to the Business. The Placement
Development Fees stated in section 3(a) and 3(b) above will apply to any
such referral should such a referral take place during this three year (3)
term. This shall not apply to any Lender, Investor and/or Connected Persons
with whom the Business has had previous contacts and can provide evidence
thereof.
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FINANCIAL PROCUREMENT & DEVELOPMENT AGREEMENT
INGEN TECHNOLOGIES, INC. & XXXX XXXX SIN
11/04/05
b. The Confidentiality and Non-Circumvention clauses of this Agreement shall
continue in full force and effect for a total of three years (3) from the
date entered into and shall apply to any and all transactions introduced by
either party to the other party hereto, and shall include any subsequent
follow-ups, extensions, add-ons, roll-overs or re-negotiated and/or delayed
transactions, and/or referrals set forth in section 4(a) above, regardless
of the success or earlier states of any such transactions.
c. The Business acknowledges and agrees that:
(i.) There is no express or implied warranty or guarantee regarding the
successful outcome of the Finder's efforts on behalf of the Business under this
Agreement.
(ii.) The Finder is not an agent for the Business pursuant hereto and, thus, no
agency is created hereby and, the Finder warrants and represents that it is not
an agent for a lender or Investor to whom the Business is introduced or referred
in accordance with this Agreement.
(iii.) It shall be solely responsible for all necessary due diligence, e.g. the
review and investigation of lenders, investors selected and referred by The
Finder to The Business prior to or during the negotiation of the loan.
(iv.) The Finder shall be indemnified and held harmless by the Business from
any liability resulting from any legal action or actions by any party to the
Business's financial transactions.
5. THREE YEAR TERM UNLESS TERMINATED SOONER:
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The term of this non-exclusive FINANCIAL PROCUREMENT DEVELOPMENT AGREEMENT
shall be for three years (3) years from the date of this Agreement unless
terminated by mutual written agreement. If the Agreement is so terminated the
Finder shall be entitled to receive any placement and development fees pending
at time of termination of any business financial commitments procured by the
Finder. Notwithstanding termination, the provisions of sections 2, 3(a) and 3(b)
hereof shall remain in effect for a period of three years (3) years from the
date of the execution of this FINANCIAL PROCUREMENT DEVELOPMENT AGREEMENT.
6. BREACH, CLAIMS AND LITIGATION:
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Any controversy or claim arising out of or in connection with this Agreement or
alleged breach thereof which is not settled by the parties hereto, shall be
settled by arbitration in accordance with the statutes and laws of the American
Arbitration Association, and the parties hereto agree to use their best
endeavors to facilitate such arbitration and thereby conclusively agree to
accept the decision of such arbiter as final and binding. Such arbiters shall be
authorized to award attorney's fees and costs for such arbitration proceeding.
In the event that the Business breaches the Non-Circumvention provisions set
forth in section 2, then in such event the Business hereby agrees, without
reservation, to immediately pay to the Finder the full amount of placement and
development fees, expenses and/or benefits as may have been agreed between the
Business and the Finder, or in the event that such circumvention occurred before
any such placement and development fees, expenses, and/or benefits were agreed
upon. The Business shall immediately pay to the Finder the entire placement and
development fees, expenses, and/or benefits that it, the Business, or its
connected persons received as a result of such a circumvention, or otherwise as
may be agreed by the Finder if either party hereto is required to seek legal
remedies available to enforce any provisions of this FINANCIAL PROCUREMENT &
DEVELOPMENT AGREEMENT, the aggrieved party shall be entitled to recover all
reasonable court costs, attorney fees and other charges and damages ordered by
any court of competent jurisdiction from the defaulting party.
7. CONTROLLING LAW:
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This Agreement shall be interpreted under and by the laws of the State of
Georgia, in the USA.
8. ENTIRE AGREEMENT:
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This Agreement contains the entire agreement of the parties hereto relating to
the procurement of financing and development partnership, as set forth herein.
This Agreement shall supersede any and all others as to the matters relating to
and as expressed herein. Any prior agreement, promises, or representations not
expressly set forth in this Agreement are of no force and effect. Where written
agreements are required facsimile copies are binding.
9. AMENDMENT:
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This Agreement may be amended in writing providing that both parties execute
such amendment hereto. This Agreement shall bind and inure to the benefit of
both parties hereto, their affiliates, associates, heirs, executors,
administrators, successors in interest and assigns. This Agreement shall be
deemed to apply to any successors in interest and assigns by virtue of any
acquisition, merger and/or other business combination of any kind.
10. ASSIGNMENT:
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Neither party hereto may assign or otherwise transfer its rights and
obligations under this FINANCIAL PROCUREMENT & DEVELOPMENT AGREEMENT without
prior written consent from the other party. This Agreement shall be deemed
binding on all successors in interest and/or assigns except for the collection
of any sums due hereunder from the Business to the Finder in which event the
Finder may sell or transfer its rights to a third party. The Business further
certifies that the Business has carefully read and understands this Agreement
and acknowledges the terms and conditions herein and acknowledges receipt of a
copy hereof. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and facsimile copies shall be binding.
/S/ Xxxxx Sand
Agreed by:
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Xxxxx X. Sand, CEO - Business
Ingen Technologies, Inc.
Agreed by:
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XXXX Xxxx Sin
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FINANCIAL PROCUREMENT & DEVELOPMENT AGREEMENT
INGEN TECHNOLOGIES, INC. & XXXX XXXX SIN
11/04/05
