Development and Manufacturing Agreement
Back 2 Health and TDP, Inc .
This development and manufacturing Agreement is entered into as of February 20, 2007 by and
between Technology Driven Products, Inc., a Colorado corporation (“TDP”) and Back 2
Health Ltd., a Colorado corporation (“Back 2 Health”).
The parties hereby agree as follows:
Scope of Agreement
General . This Agreement specifies the terms and conditions under which TDP
agrees to provide design, manufacturing, order fulfillment and repair services for Products
described in Exhibit A to this Agreement, and future products to be developed based on
product requirements provided by Back 2 Health.
Back 2 Health General Obligations. Without limiting any specific obligation
specified in this Agreement, Back 2 Health will:
1.2.1 Provide the Product Requirements including but not limited to written
product, test and packaging specifications in a timely manner.
1.2.2 Provide Requirement changes in accordance with the procedures
specified in Article 3 of this Agreement.
1.2.3 Provide to TDP detailed drawings, descriptions or guidelines for any
labeling requirements for Back 2 Health.
1.2.4 Provide approval or disapproval for any Engineering Change Orders
necessary to improve the Products.
1.2.5 Provide other manufacturing information from time to time that Back 2
Health believes will assist TDP in manufacturing the Products.
TDP General Obligations . Without limiting any specific obligation specified in
this Agreement, TDP will:
1.3.1 Develop and maintain a manufacturing process and production line,
purchase or procure tools, and source components and parts as needed to fulfill TDP’s
obligations to manufacture the Products in accordance with the milestones specified in
the Delivery Schedule, Exhibit B .
1.3.2 Manufacture, test, pack, ship and sell all manufactured Products in
accordance with the terms of this Agreement.
1.3.3 Apply its best ef