EXHIBIT 99.1
Ingen Technologies, Inc.
35193 Avenue A, Suite C
Yucaipa, California 92399
AGREEMENT
This Agreement made effective as of this 1st day of February, 2008, by and
between PROGRESSIVE INT'L HOLDING CO., LTD. a Hong Kong Corporation , further
referred to as the ("Contractor") whose principal address is ROOM 605-606
ALLIANCE BLDG, 130 CONNAUGHT ROAD,CENTRAL HONG KONG, CENTRAL HONG KONG; and
INGEN TECHNOLOGIES, INC., A Nevada Corporation, further referred to as the
("Company"), whose principal address is 35193 Avenue A, Yucaipa, California
92399 , 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, Oxyview(R);
as described in Exhibit-A.
B. The Company desires to engage the services of the Contractor as its
Exclusive Distributor for Peoples Republic of China, Japan, Korea and
India. The Contractor agrees to purchase a minimum of 10,000 Oxyview(R)
units per month. All purchases will be prepaid and accompanied by a
purchase order from the Contractor.
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 Contractor is responsible for installation, training, advertising &
promotion of the products for Peoples Republic of China, Japan, Korea
and India.
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 accept exclusive distribution as stated.
NOW, THEREFORE, the Parties mutually agree as follows:
1. In consideration of the Contractor accepting the above recitals, the
company agrees to offer the following pricing structure;
a) Oxyview(R) pricing:
The first 10,000 Oxyview units at $8.77 ea. US
All other sales after the first purchase is $6.71 ea. US
Note: The first order will be placed after the registration in
China is completed.
b) MSRP is $24.99 US
c) The Contractor can decide on the wholesale pricing for any
sub-distributors.
2. The Company authorizes the Contractor, and any of his sub-marketing
groups, to market, promote and sell the Oxyview(R) products and
services. 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 Peoples Republic of China, Japan, Korea and India.
The Contractor agrees to provide his/her "best efforts" to assist with
the marketing for the Oxyview(R) products and services.
4. The Company holds harmless and indemnifies the Contractor from all
liabilities associated with any claims or lawsuits. The Company agrees
to include the Contractor as an additionally insured party to the
Company product liability insurance coverage.
5. Except for the amounts paid to the Company as stated in paragraph-1 and
within the Recitals herein, neither the Company nor 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 either party shall be each parties own responsibility.
6. The Company agrees to provide full and proper assistance to the
Contractor inclusive of product warranty, 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 Exclusive Distributor ("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 set forth 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 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
cause. 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.
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, USA; 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: PROGRESSIVE INT'L HOLDING CO., LTD.
ROOM 605-606 ALLIANCE BLDG,
130 CONNAUGHT RD CENTRAL HONG
KONG, CENTRAL HONG KONG
Tel: (852)-2542-0566
Fax:(852)-2541-3284
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/ Julian Yuan
--------------------------------- -------------
Julian Yuan, CEO Date
The Company:
/s/ Scott Sand
--------------------------------- -------------
Scott Sand, CEO Date
Ingen Technologies, Inc.
EXHIBIT-A
DATA SPECIFICATION SHEET FOR OXYVIEW(R)
OXYVIEW(TM): Registered Trademark Serial No. 78-886168
FDA REGISTRATION NO. 3005686889
FDA OWNER/OPERATOR NO. 9085663
FDA PRODUCT CODE: BYM
FDA LISTING NO. E376132
FDA/DEPARTMENT OF HEALTH SERVICES LICENSE NO. 47146
PATENT(S): UNITED STATES, JAPAN, EUROPEAN COMMUNITIES, AND PEOPLE'S REPUBLIC OF
CHINA
DESCRIPTION: OxyView(TM) relates to flow meters which provide a visual signal
for gas flow through a conduit. More particularly it relates to a flow meter
which provides a visual cue viewable with the human eye, as to the flow of gas
through a cannula which conventionally employs very low pressure and gas volume
to a patient using the OxyView(TM). The device is adapted to be engaged between
the nose/mouth mounted cannula and a compressed oxygen supply delivered to the
cannula through a flexible conduit. It delivers an easily read confirmation of
actual continuous flow and of volume of oxygen. OxyView(TM) is more advanced and
more accurate than the conventional flow meters, whereas conventional flow
meters typically employ a ball which translates up and down and is dependent of
gravity, and must maintain a vertical position for accuracy and functionality.
OxyView(TM) is patient friendly and can quickly be mounted "in-line" anywhere
between the regulator and patient mask or breathing section of the cannula. Most
important, the oxygen source, such as a concentrator, respiratory equipment,
CPAP, gas/liquid cylinder can be placed at any distance from the patient since
OxyView(TM) can be mounted close to the patient and "in-line" with the oxygen
tubing. OxyView(TM) can quickly verify to the patient/caregiver the correct
oxygen flow, leaks or malfunction in the regulator or respiratory equipment.
OxyView is the new generation of pneumatic safety devices needed in the growing
oxygen therapy market.
CERTIFICATE OF MATERIAL:
BODY - Polycarbonate (Makrolon) M2558 INTERIOR RED PISTON PAINT- Printing Ink
180-PE CAP- Polycarbonate (Makrolon) M2558 EXTERIOR BODY HOT-STAMP PAINT- Foil
P811N PISTON- Polystyrene DOW666D DIMENSIONS- 1 3/8" Length and 7/16" Diameter
SPRING- 316 Stainless Steel TOTAL WEIGHT- 0.128 Ounces or 3.98 grams
ACCESSORY RUBBER BUSHING-PVC 2222 C-60 RANGE- 1-5 l/m (Model 205A)
** None of these products contain any ingredients being classified toxic or
flammable according to EU regulations and are all OSHA compliant. Material
manufactures specifications available upon request.