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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.
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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






