receive royalties annually on machines at the rate of.. per cent during that year and proper allowance shall be made therefor in the accounting for the first quarter in the ensuing year; and the Licensor agrees that it will keep full, accurate and complete books of account showing receipts of royalties from its said licensees and the date of payment thereof, which books shall be open to the inspection of the duly authorized representatives of the Licensee at all times; and that beginning it will render to the Licensee annually a verified statement of the total royalties actually received under said licenses herein enumerated or provided for.

8. In the event that the Licensee, failing to render statements and make quarter annual payment of royalties, as aforesaid, or any or all of them within thirty days after due date, then the Licensor may at any time thereafter, on notice, cancel this agreement without loss of right to recovery of any sum due it from the Licensee prior to cancellation, and upon giving such notice shall become immediately entitled to all payments over due as aforesaid, but it is agreed that such notice of cancellation is understood to be a notice of not less than.. .days, given in writing, during which period the Licensee shall have the right to make good its default by rendering the statement and making the payment required of it.

9. The Licensor represents that the rates of royalties fixed herein are as low as those paid by other licensees and it agrees to give to the Licensee the benefit of any reduction in the rate of royalties and at equal terms to those which may hereafter be given to other licensees for.... . covered or contemplated herein and as specified in paragraph 2 hereof. 10. The Licensor agrees to notify infringers of its patent to whom its attention may be called from time to time by the Licensee of such infringement, and upon notice and request, to assume the defense and pay the expenses of defending all suits and litigations that may be instituted against the Licensee and its agents or customers because of the manufacture, use or sale of... . manufactured by the Licensee under this agreement and disclosed in the patents under which it is hereby licensed, and it further agrees to use all reasonable efforts to establish the validity of its patent

and to secure to the.

No.... protection of the use of the inventions covered herein for machines of the class which the said Licensee is hereby licensed to manufacture and sell, but nothing herein contained shall be so construed as to render the Licensor liable with respect to any litigation between its various licensees.

11. The Licensee agrees to mark all apparatus made or sold by it under this license with the words "patented. . . . . and, if so requested to do by the Licensor, with the date or dates of any other patent or patents under which this license is granted.

12. The Licensee agrees not to subject or assign all or any portion of this agreement without the written consent of the Licensor.

13. It is agreed that the State of.... trolled by the.... of...

.is con

a corporation of the State and that therefore the State of..

is included within the territory covered by this license upon and only upon the terms and conditions set forth in this paragraph, all of which the Licensee agrees to keep and perform and for failure to so keep and perform the State of

.shall, at the option of the Licensor, such option to be notified to the Licensee at any time after such failure, be excluded from this license with like effect as if it never had been included herein, and in the event of such failure the Licensee agrees not to exercise within the State of......

any of the rights hereby granted under the penalty of full damages suffered by the Licensor for so doing. The Terms under which the State of.... included herein are as follows:

.is

The Licensee agrees to keep correct and full books of account, showing the business done in the State of.... ...and to render to the Licensor within thirty days after the end of each quarter-annual period, the first quarterly period to end complete and correct sworn statements of the business done by it under this license in the State of and further agrees to permit the....

Company, or its officers or agents, to examine its books at all reasonable times in order to determine the truth

and completeness of said statements in so far as they apply to the business done hereunder in the State of...

14. The Licensee hereby covenants that during the life of this agreement it will diligently and continuously manufacture, sell and market the... machines which are the

subject matter of this agreement and will use and exert its best powers to create a demand therefor and to increase and extend the business therein and the supply therefor.

15. This agreement shall bind the parties hereto and their successors and assigns.

IN WITNESS WHEREOF the parties hereto have hereunto caused its respective corporate names to be subscribed and its respective seals to be affixed the day and year first above written.

Patent License to Manufacturer

AGREEMENT made....

...between.

hereinafter called PATENTEE, and....

hereinafter

called MANUFACTURER, WITNESSETH:

WHEREAS, the PATENTEE is the sole and exclusive owner of certain letters patent of the United States, issued....

under the serial number..

covering.

and certain other foreign letters patent as follows:.

WHEREAS, the parties desire to agree on the terms, for the manufacture and sale of articles under said patent,

NOW, IN CONSIDERATION of the premises and covenants herein contained, the parties agree:

1. Wherever the word "patent" is used in this agreement, it shall be construed to mean the letters patent specifically mentioned herein, any and all extensions, renewals and reissues thereof and any and all patents issued to or acquired by the PATENTEE for improvements or developments relating to said

patents.

2.

The PATENTEE hereby warrants and represents to the MANUFACTURER; that he is the sole and exclusive owner of the said letters patent, free and clear of any and all liens, charges, debts or encumbrances.

3.

The PATENTEE hereby grants to the MANUFACTURER,

his executors, administrators and assigns, during the residue of the term by said letters patent granted and unexpired, and also during all future term or terms which may hereafter be granted by way of any new patent or any reissue or renewal of the present patents, the sole and exclusive right, to manufacture, use and sell, throughout the world,.. . and all other articles made under the said patents, to designate the articles by any name which the MANUFACTURER may select, and to receive for his own use, all profits and advantages which shall or can be made by the manufacture, use and sale of said patented articles.

...

4. The PATENTEE for himself, his executors, administrators and assigns, hereby covenants with the MANUFACTURER, his executors, administrators and assigns, that the PATENTEE, his executors, administrators and assigns, will not at any time during the residue of the term of said patent or any future term, grant any license to any other person, firm or corporation, directly or indirectly, to manufacture or sell the articles under said patents or otherwise encumber said patents.

5. If any suit should be instituted against any of the parties hereto or their customers or agents or servants for the purpose of interfering with or preventing or recovering damages for the manufacture or sale of the patented article under any of said patents, the MANUFACTURER shall have the sole right and the PATENTEE hereby grants to the MANUFACTURER such sole right, to defend the same or to control and conduct the defense thereof. If the MANUFACTURER deems it advisable that any suit be instituted for the maintenance, protection or vindication of the patents, or to prevent infringements thereof, the PATENTEE will permit the MANUFACTURER at his option to have the sole control of the prosecution or defense thereof and the PATENTEE agrees to institute in his own name, any such suit when the MANUFACTURER deems it necessary. The PATENTEE agrees to execute all papers which MANUFACTURER requests time to execute to prosecute or defend any suit. The cost of any such suit or of any such defense, including payments for legal services and necessary disbursements and payments of damages or profits awarded by way of adjustment or settlement shall be paid by the PATENTEE.

6. The MANUFACTURER shall not be liable to the PATENTEE for damages for the result of any such litigation unless such damages result by reason of the fraud of the MANUFACTURER. The PATENTEE agrees to furnish the MANUFACTURER with all evidence necessary for the prosecution or defense of any such litigation without charge to the MANUFACTURER.

7. If the MANUFACTURER shall by reason of the order, judgment or decision of any Court be deprived of the right to manufacture or sell the patented article in said patents, or be restrained from so manufacturing or selling, the MANUFACTURER shall be relieved and discharged of any and all liability to the PATENTEE.

8. As full compensation for the rights hereby granted by the PATENTEE to the MANUFACTURER, the PATENTEE agrees to accept, and the MANUFACTURER agrees to pay the PATENTEE, ten per cent (10%) on the gross receipts of the MANUFACTURER from the sales of the patented article, up to the sale of ten thousand (10,000). nine per cent (9%) on the gross receipts of the MANUFACTURER of .above ten thousand (10,000) and up to twenty thousand (20,000), and eight per cent (8%) on the gross receipts of the MANUFACTURER of sales of.... above twenty thousand (20,000).

9. The MANUFACTURER agrees at all times to keep accurate accounts of their sales and receipts, to render statements thereof in writing to the PATENTEE.

Such statements shall be rendered during the months of.....

..and shall be accompanied by a remittance to the PATENTEE of the amounts thereon found due to them. The PATENTEE shall at all reasonable times within..

days after the rendition of any such accounts, be permitted to examine the MANUFACTURER'S books in person or by duly authorized representative for the purpose of verifying such statements of accounts.

10. It is agreed that the MANUFACTURER may with the written consent and approval of the PATENTEE, sell all the rights of the PATENTEE in and to the patents and the MANUFACTURER's rights under this agreement and the proceeds of the sale, after payment to the MANUFACTURER of the amount of capital invested by them, shall be divided, fifty (50%) per cent