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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
similar pr
