Exhibit 10.4
DISTRIBUTION AGREEMENT
This Agreement made effective as of this 16th day of February, 2006, by and
Between Secure Health, Inc., 6135 Sawmill Woods Drive, Fort Wayne, IN 46835, a
Nevada Corporation, further referred to as the ("Contractor"); and Ingen
Technologies, Inc., A Nevada Corporation, further referred to as the
("Company"), whose principal address is 285 E. County Line Road, Calimesa,
California 92320, 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 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 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 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 14% (fourteen percent) of the list sale price, not inclusive of
taxes or freight. An ongoing percentage shall be paid to the Contractor by
the Company for results of growing a sales global organization, such
percentage shall be added after negotiations have been concluded by both
parties. Further, when the Contractor sells its' first 13 Secure
Balance(TM) systems, the Company will issue a total of 250,000 restricted
common shares to the Contractor according to the following schedule.
100,000 shares issued after first 5 systems sold.
100,000 shares issued after first 10 systems sold.
50,000 shares issued after first 13 systems sold.
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.
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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 five years (5-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.
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.
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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: Scott Sand, CEO & Chairman
Ingen Technologies, Inc.
285 E. County Line Rd.
Calimesa, CA 92320
(800) 259-9622
Tax ID No. 88-0429044
Contractor: Daniel B. Scherer
Secure Health, Inc.
6135 Sawmill Woods Drive
Fort Wayne, IN 46835
Phone: 260-492-2926
Fax: 928-543-4324
Cell: 260-804-4041
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-
------------------------------ ----------------
Daniel B. Scherer Date
The Company:
-s- February 16, 2006
------------------------------ ----------------
Scott Sand, CEO Date
Ingen Technologies, Inc.
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EXHIBIT-A
Product List Sold to Customer
Item QTY Part No. Description Price
- ----------------------------------------------------------------------------------------------------
1 1ea. Model-4000D Full Clinical 2-Channel VNG $39,900.00
Complete with computer system,
1-Camera Goggle, Footswitch, hand
remote Projection Fullfield
Oculomotor System Secure Balance(TM)
Full Clinical VNG Software Atmos Air
Irrigator and Scope Tower Computer
or Laptop Notebook HP Color Printer
2 1ea. Model-4000 SPORTKAT Balance System $17,900.00
Balance Therapy & Assessment Platform
VVP Computer Data System
Assessment & Treatment Software 3.02
Flat Panel Display Computer System
Base Unit 360 Degree Platform w/Tilt Sensor
Handrails with Gauge Readout PSI
DC-Power Supply
3 1ea. Full Warranty 1-Year/Extended Warranty Available
Software Upgrades - No Charge
Technical Support-Life time
2-Day Certified Installation and training (On-Site).
2-Day Clinical Workshop-Jacksonville, Fl.
5 Hours of Billing Consulting
60 days Clinical Interpretations
4 1ea. Freight $ 485.47
Grand Total $ 58,285.47
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TAX NOT INCLUDED
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50%Deposit/50% Delivery FOB: Calimesa CA Delivery: 1-2 Weeks ARO
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