EXHIBIT 10.3
[Ingen Technologies, Inc. logo]
000 X. Xxxxxx Xxxx Xxxx, Xxxxxxxx Xxxxxxxxxx 00000
(000) 000-0000 FAX: (000) 000-0000
DISTRIBUTION AGREEMENT
This Agreement made effective as of this 15th day of November, 2005, by and
between Xxxxxx Performance Systems, Inc., a New York Corporation, further
referred to as the ("Contractor"), whose principal address is 00 Xxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000; and INGEN TECHNOLOGIES, INC., A Nevada 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 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)".
B. The Company desires to engage the services of the Contractor to
distribute Secure Balance(TM) as described in Exhibit-A. The Company
authorizes domestic and export rights to the Contractor for all sales
of the Secure Balance (TM).
C. The Contractor has the expertise, knowledge and resources for
development and implementation of the distribution of Secure
Balance(TM) products and agrees to and accepts to sell the Secure
Balance(TM) products.
D. The Company will provide product, installation, training, 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 Secure Balance(TM) products and services, and as such, the
Contractor desires to distribute the Secure Balance(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, the Company agrees to pay the
Contractor 10% (ten percent) of the sale price, not inclusive of taxes
or freight.
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
services within the United States and abroad. The Contractor agrees to
provide his/her "best efforts" to distribute and sell the Secure
Balance(TM) products and services.
4. The Contractor is only responsible to market and sell the Secure
Balance(TM) program. The Company is responsible to provide
installation, training, clinical/technical support, and warranty repair
to the customer.
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 has 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 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.
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 Xxxxxx, President
XXXXXX PERFORMANCE SYSTEMS
00 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
Email: xxxxxxx@xxxxxxxxx.xxx
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 Xxxxxx
--------------------------------- --------------------
Xxxx Xxxxxx, President Date
XXXXXX PERFORMANCE SYSTEMS
The Company:
/s/ Xxxxx Sand November 15, 2005
--------------------------------- --------------------
Xxxxx Sand, CEO Date
Ingen Technologies, Inc.
