Exhibit 99.3
INGEN TECHNOLOGIES, INC.
00000 Xxxxxx X, Xxxxx X
Xxxxxxx, Xxxxxxxxxx 00000
AGREEMENT
This Agreement made effective as of this 1st day of August, 2007, by and Between
MedOx, Corporation, a California Corporation, further referred to as the
("Contractor") whose principal address is 00000 Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxxxx 00000; and INGEN TECHNOLOGIES, INC., A Nevada Corporation,
further referred to as the ("Company"), whose principal address is 00000 Xxxxxx
X, Xxxxxxx, 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 products and services on a global basis. Said products
and services are inclusive of, but not limited to, vestibular function
testing and balance testing, referred to as "Secure Balance(TM)",
OxyAlert(TM) and OxyView(TM).
B. The Company desires to engage the services of the Contractor to assist
with Oxyview(TM) and OxyAlert(TM) marketing. Both the Company and the
Contract understand that Invacare Supply Group, Inc. is the sole exclusive
distributor of Oxyview(TM).
C. The Contractor has the expertise, knowledge and resources for assisting
with the sales and marketing of OxyView(TM) and OxyAlert(TM) products and
agrees to and accepts to sell the OxyView(TM) products on a "best efforts"
basis.
D. The Company will provide product, installation, training, advertising &
market assistance, promotional materials and other developmental
documentation used to promote said products and services in accordance to
all laws of which govern the Company in this type of industry.
E. The Company desires to utilize the Contractor's expertise, knowledge and
other resources for developing and promoting said services as described in
the above recitals for the purpose of establishing sales of Oxyview(TM)
and OxyAlert(TM) products and services, and as such, the Contractor
desires to assist with the marketing of the OxyView(TM) and OxyAlert(TM)
products and services provided by 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 and market assistance as set
forth in the above recitals hereof;
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a) The Company agrees to pay the Contractor 4% (four percent) of all
Oxyview(TM) revenues received by Invacare Supply Group, Inc.
b) If and when Invacare Supply Group, Inc. purchases reach a total of
one million OxyView(TM) units, the Company will issue a total of
2,000,000 restricted common shares to the Contractor according to
the following schedule. This issuance is only for the first one
milliion units sold and does not constitute an ongoing issuance for
additional sales of OxyView(TM).
c) The Contractor will receive $20,000 for the remaining balance due
one the previous contract. This amount will be paid on or before
January 1, 2008.
2. The Company authorizes the Contractor, and any of his sub-marketing
groups, to market, promote and sell the products and services of the
Company as described in Exhibit-A. Any other products and services offered
by the Company are not a part of this Agreement and may not be sold and/or
marketed by the Contractor without the written permission or authorization
from the Company.
3. As a part of the services specified herein, the Contractor accepts the
above considerations and understands his/her rights to sell said products
within the United States and abroad. The Contractor agrees to provide
his/her "best efforts" to assist with the marketing for the OxyView(TM)
and OxyAlert(TM) products and services.
4. The Company holds harmless and indemnifies MedOx Corporation and Xxxxxxx
Xxxxxxxx from all liabilities associated with any claims or lawsuits. The
Company agrees to include MedOx Corporation and Xxxxxxx Xxxxxxxx as an
additionally insured party to the Company product liability insurance
coverage.
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.
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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 does not have the right
to promote services, either directly and/or indirectly, to any entity that
has a similar products 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.
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 three years
(3-yrs), and may be continued thereafter only by the express mutual
agreement of both parties. This agreement can only be terminated by breech
of contract. One or both parties must submit, in writing, with a 30 day
notice, any termination.
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.
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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.
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: Xxxx Xxxxxxxx
MedOx, Corpration
00000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
(000) 000-0000
000-000-0000 FAX
Xx. Xxxx Xxxxxxxx
00000 Xxxxx Xx.
Xxxxxxxxx Xxxxx, Xx. 00000
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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/ Xxxx Xxxxxxxx 8-1-07
------------------------------ ---------------
Xxxx Xxxxxxxx Date
The Company:
/s/ Xxxxx Sand August 1, 2007
------------------------------ ---------------
Xxxxx Sand, CEO Date
Ingen Technologies, Inc.
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EXHIBIT-A
PRODUCT LIST SOLD TO CUSTOMER
OXYVIEW(TM)
OxyView(TM), with a US Patent Pending, is a pneumatic gauge that measures oxygen
flow-rate close to the patient and near the canula. OxyView(TM) provides a fast
and convenient way to quickly determine flow-rate and the assurance that the
patient is receiving the proper amount of oxygen needed. This product enhances
the safety, assurance and accuracy of hospitalized patients, surgical patients
and patients prescribed outpatient oxygen therapy from any oxygen delivery
source. OxyView(TM) is a lightweight pneumatic gauge that is easily attached to
the oxygen tubing just below the neck and close to the patient. OxyView(TM) will
conveniently inform the hospital staff or care-giver of any leak or inaccuracy
between the delivery source and the patient. OxyView(TM) will allow for improved
patient care.
ADVANTAGES OF OXYVIEW(TM)
o Lightweight pneumatic gauge that measures oxygen flow-rate
o Attaches easily to oxygen tubing just below neck and close to the
patient
o Eliminates discrepancy by measuring oxygen flow rate near the
patient not the source.
o Uses no batteries and is reliable
o Clean packaging and Disposable for hospital use
o For use in hospitals, surgical rooms and outpatient therapy
OxyView(TM), with US Patent Pending, is a pneumatic gauge that quickly measures
oxygen flow-rate close to the patient.
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OxyView(TM) is a reliable lightweight pneumatic gauge that measures oxygen
flow-rate.
OxyView(TM) enhances the safety, assurance and accuracy of hospitalized and
surgical patients being administered oxygen from any source. It could quickly
inform any medical staff of any leak or inaccuracy between the delivery source
and the patient.
Oxyview(TM) allows for fast and reliable measurement of oxygen flow-rate.
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