Exhibit 10.2
September 29, 2010
Spero Pain Relief Therapy, LLC
348 E. 600 S.
St. George, UT 84770
RE: Sales Agreement Between Competitive Technologies, Inc. and Spero Pain Relief
Therapy, LLC
Dear Mr. Miller and Dr. Chalmers,
Based on our discussions, we are pleased to agree to the following:
1. Spero Pain Relief Therapy, LLC ("Spero"), and its affiliates will, in
selected areas, establish 14 treatment centers utilizing Competitive
Technologies, Inc.'s ("CTTC") Calmare Pain Therapy Treatment medical device,
model MC-5A.
2. Spero will be granted exclusive territory within the defined zip codes
listed on schedule A for each selected region listed on Schedule B for five (5)
years from the date of this agreement. This continued exclusivity is predicated
on Spero's purchase or lease of the minimum number of devices indicated on
Schedule B. Schedule C is an initial proposed maximum level of devices for each
region. That might increase based on demand in each region. This exclusivity
does not preclude CTTC sales to hospitals and their medical centers for
inpatient treatment, hospice centers, private hospice centers or any Department
of Veterans Affairs or Department of Defense medical facilities or Native
American government medical centers.
3. Pricing for devices, supplies and training are outlined on Schedule D.
The pricing listed is guaranteed for all purchases through the end of December
2012.
4. In addition to the above, Spero will purchase two Calmare devices by
October 31, 2010, including the one currently in use at the Office of Dr.
Chalmers in St. George, UT.
5. The Calmare warranty is attached as Schedule E. CTTC provides complete
device replacement at no cost in year one. In years 2-5, CTTC provides
replacement parts at no cost, shipping and labor costs would be borne by Spero.
6. This agreement is transferable and binding upon any new owners in the
event of the change of control or ownership of either CTTC or Spero.
CTTC8K5408
SPERO/CTTC SALES AGREEMENT (PAGE 2)
We at Competitive Technologies look forward to a long and mutually beneficial
business relationship with Spero Pain Relief Therapy over the coming months and
years.
Sincerely,
------------------------------------- ----------------------------------------
Johnnie D. Johnson Signature Spero Pain Relief Therapy, LLC
Chief Executive Officer Printed Name
Competitive Technologies, Inc. Date
----------------------------------------
Signature Spero Pain Relief Therapy, LLC
Printed Name
Date
CTTC8K5409
SCHEDULE A - SPERO/CTTC SALES AGREEMENT
SPERO PAIN RELIEF THERAPY DEFINED ZIP CODES
[Confidential Information Omitted]
*Confidential information on this page has been omitted Pursuant to Rule 24b-2*
CTTC8K5410
SCHEDULE B - SPERO/CTTC SALES AGREEMENT
MINIMUM DEVICE PLAN FOR SELECTED OFFICE LOCATIONS, BY REGION
[Confidential Information Omitted]
*Confidential information on this page has been omitted Pursuant to Rule 24b-2*
CTTC8K5411
SCHEDULE C - SPERO/CTTC SALES AGREEMENT
MAXIMUM DEVICE PLAN FOR SELECTED OFFICE LOCATIONS, BY REGION
[Confidential Information Omitted]
*Confidential information on this page has been omitted Pursuant to Rule 24b-2*
CTTC8K54012
SCHEDULE D - SPERO/CTTC SALES AGREEMENT
PRICING FOR PURCHASE OF
CALMARE PAIN THERAPY TREATMENT MEDICAL DEVICE,
DISPOSABLE SUPPLIES, AND TRAINING
CALMARE PAIN THERAPY TREATMENT MEDICAL DEVICE. The price for each Calmare Pain
----------------------------------------------
Therapy Treatment medical device, model MC-5A, is $[Confidential Information
Omitted], Ex Works Manufacturer. GEOMC Co., Ltd. of Korea in Seoul, South Korea
is the manufacturer. Devices will be shipped upon receipt of financing
documentation or notice of successful wire transfer of funds.
DISPOSABLE SUPPLIES. Each device purchased, leased or rented includes a package
--------------------
of five (5) cables and ten (10) packages of electrodes (10 latex-free electrode
pads per package). Pricing for additional packages of these supplies is shown
below:
- 5-Cable Package: $[Confidential Information Omitted]
- 10-Pad Package: $[Confidential Information Omitted]
TRAINING. A three-day training session for physicians and nurses or technicians
---------
will be provided with the delivery of each device to each location. Additional
training at purchaser's desired facility: $[Confidential Information
Omitted]/Day plus travel and expenses
*Confidential information on this page has been omitted Pursuant to Rule 24b-2*
CTTC8K5413