EXHIBIT 10.28
SERVICE AGREEMENT
BY AND BETWEEN
ADM TRONICS UNLIMITED, INC. AND ITS SUBSIDIARIES (ADMT)
AND IVIVI TECHNOLOGIES, INC. (IVVI)
DATED:
AUGUST 1, 2009
This agreement between the above reference parties is to document the
information technology, regulatory and engineering services that ADMT will
provide to IVVI (this "Agreement"). Therefore:
1. ADMT will provide services to IVVI as specified in Exhibit A to this
Agreement with the level of such services consistent with the average
monthly level of services as had been previously rendered to IVVI by
the four engineers employed by IVVI for the 12 months previous to this
Agreement (the "Services").
2. IVVI shall pay to ADMT a monthly fee of $26,000 for the Services
without proration (the "Monthly Service Fee"). The Monthly Service Fee
shall be paid by IVVI to ADMT at the beginning of each month for the
Services to be provided by ADMT to IVVI for such month. ADMT shall
present an invoice to IVVI for the Monthly Service Fee.
3. ADMT agrees to employ a minimum of four qualified engineers, or
contract with a third-party for provision of the Services at ADMT's
discretion, subject to IVVI's consent which will not be unreasonably
withheld. IVVI will notify ADMT in writing of any deficiency in the
level of Services. ADMT shall have 30 days to cure such deficiency to
the reasonable satisfaction of IVVI. If the deficiency is not cured by
ADMT then at Ivivi's sole discretion, based on standards of
reasonableness, IVVI shall have the right to either, i) terminate this
Agreement pursuant to Section 5 of this Agreement, or ii) reduce the
Monthly Service Fee to be paid by IVVI to ADMT thereafter.
4. Payment by IVVI to ADMT will be due immediately upon the monthly
delivery to IVVI of the invoice described in Section 2 of this
Agreement. Should IVVI fail to make timely payment, ADMT will provide
written notification to IVVI of such failure and IVVI will have 2
business days to make payment. ADMT will cease to provide any services
to IVVI under this Agreement until all past due payments are made.
5. This Agreement may be terminated upon sixty days prior written notice
by either party.
Both ADMT and IVVI confirm that this Agreement does no infer any other
relationship between ADMT and IVVI and does not obligate either party to be
responsible for any debts or other liabilities of the other. Both ADMT and IVVI
are separate entities and each is responsible for any liabilities created.
This Agreement shall be construed and enforced in accordance with the laws of
the State of New Jersey and shall not be modified or terminated except by a
written instrument executed by the parties hereto.
This Agreement i) does not amend in any way the Second Amended and Restated
Manufacturing Agreement entered into on June 15, 2006 and ii) does cancel in its
entirety the IT Services Agreement between IVVI and ADMT dated February 1, 2008.
In confirmation of the foregoing, the parties hereto have executed this
agreement as of the day and year first above written.
/s/ Andre' ▇▇▇▇▇▇ /s/ ▇▇ ▇▇▇▇▇▇
---------------------------- ----------------------------------
Andre' ▇▇▇▇▇▇, President ▇▇ ▇▇▇▇▇▇, SVP & CAO
ADM Tronics Unlimited, Inc. Ivivi Technologies, Inc.
EXHIBIT A
SERVICES TO BE PROVIDED BY ADMT TO IVVI
ENGINEERING (INCLUDING QA AND QC), REGULATORY COMPLIANCE AND OTHER
Engineering Services
--------------------
Electronic, Mechanical, Software & QA-QC Disciplines Project management and
reporting Engineering support for basic and applied R&D Bread-board
proof-of-concept prototyping Documentation of CAD Drawing support for patent
submissions and other needs Conceptual to commercial engineering Conceptual
prototyping and Pre-production modeling Clinical Trial Technical Support
Production design - Circuit design, schematics, mechanicals, documentation,
testing
Interface for potential partners and due diligence on engineering, design and
production
Liaison for outsourced design and/or production Engineering support for FDA, CE,
ETL, ISO filings Certification control of test and lab equipment
QA-QC creation, implementation and maintenance
Regulatory Compliance System
----------------------------
FDA On-site Inspections
GMP Documentation and Process
SOP Maintenance and Updating pursuant to revised standards
Document Change Notice System
DMR, DHF, Design Review, Design Verification
Complaint processing and MDR Reporting
CAPA System and Implementation
CE Applicable provisions of above, plus:
On-site Inspections
Technical File Control and Revision
International Standards Maintenance
13485 Applicable provisions of above, plus:
On-site Audit and Inspection
Documentation control
Standards file (14907)
ETL Applicable provisions of above, plus: Quarterly on-site
inspections Standards control (60601, etc.)
CMDCAS Applicable provisions of above, plus:
On-site and telephonic audits
Registered US site for service
Submission of Change Notices
Other
Fulfillment including warehousing, shipping and related paperwork in such volume
and amount equal to the average monthly amount over the previous 6 months
multiplied by two prior to this agreement.
Computer hardware and software related issues, network administration, telephone
and cabling installations and maintenance supervision at IVVI's Montvale
location.
Not Included - a. out-of-pocket third party fees (i.e. ETL license and
inspection, BSI audit fee, INQC consulting, equipment service agreements, etc.);
b. material costs (components, circuit boards, etc.); c. filing fees (FDA
facility charge, CE fee, 13485 registration and inspection costs, etc.)
