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Exhibit 99.1
[INGEN LOGO]
285 E. County Line Road, Calimesa California 92320
(800) 259-9622 FAX: (800) 777-1186
DISTRIBUTION AGREEMENT
This Agreement made effective as of this 1st day of December, 2006,
by and
Between MedOx, Corporation, a California Corporation, further
referred to as the
("Contractor") whose principal address is 23404 Lyons Avenue, Suite
191,
Newhall, California 91321; 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,
vestibular
function testing and balance testing, referred to as "Secure
Balance(TM)", OxyAlert(TM) and OxyView(TM).
B. The Company desires to engage the services of the Contractor
to
distribute OxyView(TM) as described in Exhibit-A. The Company
authorizes domestic and export rights to the Contractor for all
sales
of OxyView(TM).
C. The Contractor has the expertise, knowledge and resources
for
development and implementation of the distribution of
OxyView(TM)
products and agrees to and accepts to sell the OxyView(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 OxyView(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;
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a) The Company agrees to pay the Contractor 4% (four percent)
of
all OxyView revenues, less the Contractor's selling price to
the customer. An ongoing percentage shall be paid to the
Contractor by the Company for results of growing a global
sales organization.
b) If the Contractor sells one million OxyView(TM) units, the
Company will issue a total of 2,000,000 restricted common
shares to the Contractor according to the following schedule.
This issuance is only for the first one milliion units sold
and does not constitute an ongoing issuance for additional
sales of OxyView(TM).
c) The Contractor will receive $60,000 for the first six months
in payments of $10,000 per month. After the first six months,
these payments will discontinue.
d) The Contractor will determine the customer price. The
Contractor has the right to set pricing directly with his
customer and the customer will purchase directly from the
Company. The Contractor and the Company will negotiate pricing
set for the Contractor, and the Contractor will receive 4% of
the Contractor pricing and 100% of the difference between the
Contractor price and the Customer price for each individual
Customer. The Customer pricing may vary from customer to
customer. At no time shall the Contractor price exceed or be
greater than the customer price. The Company is responsible to
initially discuss all Customer pricing with the Contractor,
and the Company agrees not to discuss pricing with the
Customer until the Contractor has discussed pricing the
Customer. The term "Customer" means that the Contractor has
established a direct relationship/contact with a customer, and
does not mean that all customers are property of the
Contractor. Each customer that is a contact of the Contractor
will be verified in writing between the Company and the
Contractor. The Contractor will be paid 7 days after receipt
of all money received from the Customer and for each
transaction, accordingly.
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
products within the United States and abroad. The Contractor agrees
to
provide his/her "best efforts" to distribute and sell the
OxyView(TM)
products and services.
4. The Company holds harmless and indemnifies MedOx Corporation
and
Jeffrey Gleckman from all liabilities associated with any claims
or
lawsuits. The Company agrees to include MedOx Corporation and
Jeffrey
Gleckman as an additionally insured party to the Company
product
liability insurance coverage.
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 th
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