Date of Report (Date of earliest event reported):
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September 27, 2012
(September 24, 2012)
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Nevada
(State or other
jurisdiction of incorporation)
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000-54381
(Commission File Number) |
26-1974399
(I.R.S. Employer
Identification No.)
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13455 Noel Road, Suite 1000
Dallas, TX 75240
(Address of principal executive offices) (zip code)
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(949) 415-7478
(Registrant’s telephone number, including area code)
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92 Corporate Park, C-141
Irvine, CA 92606
(Former name or former address, if changed since last report.)
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Exhibit No.
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Description
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10.1
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Letter Agreement with Sonos Models, Inc. dated September 24, 2012
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Dated: September 27, 2012
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Discount Dental Materials, Inc.
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a Nevada corporation
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/s/ Gerald A. DeCiccio
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By
:
Gerald A. DeCiccio
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Its:
Chief Executive Officer
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Design Proposal | September 24, 2012 |
F.O.B:
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Terms:
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Sonos
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Custom Work/Pre Paid Phase by Phase
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Phase 1A:
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Deliver product development report with overview of development plan from feasibility study.
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Schedule: 1 Week (Complete)
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Phase 1B:
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Overview:
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Some specific items we have already identified include:
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·
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Review Saini patent application and other patents in U. S. Class 424/551
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·
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Review other patents related to omentum, fluid extraction and collection, stimulation
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·
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Search medical literature for omentum texts, articles including applications in cosmetics and angiogenesis
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·
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Research clinical studies of omentum in treatment of dementia
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$18,500.00
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Budget Amount
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$1,433.75
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Sales Tax at 7.75%
(applicable only in CA)
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$19,933.75
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Please Pay This Amount
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Phase 2:
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Define the design objective in terms of materials, fabrication, technology, and performance. A document outlining all of these parameters that can be used for a preliminary regulatory assessment and classification.
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Design Objectives:
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·
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Materials
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·
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Properties
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·
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Sources
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·
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Biocompatibility
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·
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Reliability and durability
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·
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Software
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·
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Regulatory classification and applicable standards, third-party certification
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·
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Intended use
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·
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Method of implantation, use, and removal
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·
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Method of fabrication of components and assembly
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·
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Performance
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·
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Power supply and parameters
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·
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Implant duration
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·
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Risks and risk management
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·
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Documentation
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Budget Amount
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$1,356.25
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Sales Tax at 7.75%
(applicable only in CA)
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$18,856.25
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Please Pay This Amount
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Phase 3:
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CONCEPTS:
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Budget: $12,500
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Schedule: 2-3 Weeks
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Phase 4:
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BUILD PROTOTYPES:
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Schedule: 5-6 months
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Phase 6:
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Refinements, Changes and CAD MODELING UPDATES of the one design that stands above all others in the testing in Phase 5.
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Phase 7:
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Production or make changes to prototype or make a new prototype if necessary.
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Schedule: TBD
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1.
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Purchasing Terms
A purchase order is requested and each Phase is considered custom work and pre-paid before project can be scheduled. Sales tax Charged where applicable within CA State. Any work in excess of this proposal will be billed at the hourly rate of $165.00 including any additional project management, off site meetings, tooling, and manufacturing or production liaison. This proposal is valid for 30 days.
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2.
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Work Change Orders
Changes
in the direction, criteria, or content of the project requested by CLIENT, which will require work in addition to that defined above, may result in additional fees
. Such additional fees will be billed separately at $95/hr via issuance of a CLIENT request for services via e-mail or verbal.
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3.
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Termination
Both parties may terminate this contract at any time upon written notice and payment completion for all services rendered and any project expenses incurred. This Agreement contains the entire agreement between the parties and shall not be modified or altered except in writing.
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4.
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Payment Proceed
Payment to proceed also signifies that you have read and agree to the terms of this proposal.
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5.
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Pre-Payment
is required on Custom Orders and is Non-Refundable for any reason.
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6.
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Fees and Payments
Client agrees to pay to Sonos Models, Inc. a design fee as per proposal for services provided in this contract. Any alterations or changes to the scope of work, schedule or terms will be negotiated separately. This may be in the form of an e-mail or additional quotation.
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7.
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Product Development Work
By nature product development work is exploratory and no promise is implied or expressed of delivery of a workable solution or marketable product.
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8.
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Product Liability
Client agrees to provide product liability insurance for all product units when necessary, and shall indemnify, defend and hold harmless from and against all product liability claims judgments, awards and costs (including but not limited to, attorneys fees and all litigation and court costs) that arise from product liability claims by any person(s), unless willful omission or intentional misconduct of Sonos Models, Inc.
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9.
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Promotional Attribution
Sonos Models, Inc. shall retain the right to use its design solutions in any of its promotional and professional materials, once the product is released for production. Any design award recognition won by Sonos Models, Inc. for its design solution under this agreement may be utilized by client in its promotional literature.
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10.
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Arbitration Clause
In the event of any controversy, dispute or claim under or arising from this Agreement, the exclusive remedy of the parties shall be to submit such controversy, dispute or claim to binding arbitration as provided herein. All arbitration proceedings pursuant to this Section shall be conducted through either JUDICATE WEST or JAMS/ENDISPUTE and held before a single arbitrator who shall be a retired judge of the Superior Court of Orange County. The parties shall not be entitled to conduct any discovery, however, a party may submit a request in writing to the arbitrator appointed to the matter seeking permission to conduct discovery. In its submission, the party seeking discovery must specify the type of discovery sought, the extent of the discovery, and provide facts justifying the materiality and need for the discovery. The party opposing the discovery may submit any appropriate writing in opposition to the request. In determining whether or not to grant the request for discovery, the arbitrator shall consider the submissions by both parties and shall also balance the purported need for the discovery with the time and expense of providing the discovery. All decisions of the arbitrator, including but not limited to discovery matters, shall be final and binding on the parties to this Agreement. The arbitrator shall also have the power to award costs and expenses (including, but not limited to, attorneys’ fees and Court costs) to the prevailing party. Application to enter a judgment on the arbitrator’s award may be made in any court of competent jurisdiction.
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11.
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Attorneys Fees
In any action, litigation, arbitration or other proceeding between the parties concerning any provision of this Agreement, or the rights and obligations of any party or the estate of any party in relation thereto, the prevailing party in such action shall be awarded, in addition to any damages, or any other relief, and without regard to whether or not such matter be prosecuted to final judgment, such party’s costs and expenses, including but not limited to taxable costs and reasonable attorneys’ , accountants’ and experts’ fees incurred in brining such action, litigation, arbitration or proceeding and/or enforcing any judgment or order granted therein, all of which shall be deemed to have accrued upon the commencement of such action, litigation, arbitration or proceeding. Any judgment or order entered in such action, litigation, arbitration or proceedings shall contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such judgment. If the judgment or order should fail to contain such a provision, the prevailing party shall have the right to initiate further action to recover its attorneys’ fees incurred in enforcing such judgment or order, which right shall survive the entry of judgment or order in the initial action, litigation, arbitration or proceeding. For the purpose of this Section, attorneys’ fees shall also include, without limitation, fees incurred in the following: (1) post-judgment motions; (2) contempt proceedings; (3) garnishment, levy and debtor and third-party examinations; (4) discovery; and (5) bankruptcy litigation.
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Authorized Approval Signatures
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Quote Number
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11734
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Sonos Models, Inc.
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/s/ Carl Tenbrink
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Print Name:
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Carl TenBrink
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Date:
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September 24, 2012
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I have Read and Agree to the Terms Above
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Cerebain Biotech
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/s/ Gerald DeCiccio
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Print Name:
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Gerald DeCiccio
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Date:
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September 24, 2012
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·
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Scan and Email to: Carl@Sonos1.com or Christina@Sonos1.com
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·
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Send to Private Fax to: 714-842-6534
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·
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Electronic Check-by-Phone;
This converts the traditional paper check to an electronic payment through Automatic Clearing House (ACH). All you need to provide us is your banks routing and account number. Please call Christina at 714 842 5564 ext 200 to use this service.
No need to write a paper check!
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·
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Wire Transfers
: Sonos will accept bank wires for any amount submitted. We are
not
responsible for fees charged by your financial institution. The information to submit to your institution is:
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o
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Direct to: Wire Routing Transit Number (RTN/ABA) 121000248
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o
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Bank Name: Wells Fargo Bank, N.A.
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o
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Bank Address: 420 Montgomery, San Francisco CA 94104
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o
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BNF/Field 4200, Beneficiary Acct #0291928406
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o
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Beneficiary Account Name: Sonos Models Inc
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a.
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Sales Tax is based on Client’s California County Tax Rate.
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