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<PAGE>
Exhibit 99.2
[INGEN LOGO]
285 E. County Line Road, Calimesa California 92320
(800) 259-9622 FAX: (800) 777-1186
EXCLUSIVE
DISTRIBUTION AGREEMENT
This Agreement made effective as of this
1st day of December, 2006, by and
Between Secure Health, Inc., A Corporation, further referred to as the
("Contractor"); and INGEN TECHNOLOGIES, INC., A Nevada Corporation,
further
referred to as the ("Company"), 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
exclusively distribute Secure
Balance(TM) as described in Exhibit-A.
The Company authorizes domestic
rights to the Contractor for all sales
of Secure Balance(TM) in the
United States and Canada.
C. The Contractor has the
expertise, knowledge and resources for
development and implementation
of the exclusive distribution of Secure
Balance(TM) products and agrees
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
1. Upon signing of this
Agreement, the Contractor will receive 500,000
common shares of Ingen
Technologies, Inc..
2. The Company agrees to pay the
Contractor a 14% (fourteen percent)
commission of the list sale
price, not inclusive of taxes or freight,
of all Secure Balance(TM) sales.
3. Upon the Contractor selling
their 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.
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.
<PAGE>
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 products as
provided by the Company for the dur






