to the MANUFACTURER and fifty (50%) per cent to the PAT ENTEE. 11. This agreement shall enure to the benefit of and shall obligate the parties hereto, their heirs, executors, administrators and assigns. The PATENTEE agrees that the MANUFACTURER shall have the right to assign this agreement to a corporation to be organized with a minimum authorized capital stock of.... and upon such assignment the MANUFACTURER shall be released from any and all liability under this contract from the date of said assignment, providing that said corporation assumes any and all liabilities under this contract from the date of said assignment, and gives notice of assignment to the PATENTEE. 12. The MANUFACTURER agrees to use his best efforts to manufacture and sell the said patented articles. 13. The MANUFACTURER agrees that if he organize and control a corporation to act as selling agent for the patented article, that the MANUFACTURER will pay to the PATENTEE royalties on the gross receipts of the selling company from the sale of the patented article. 14. Notice to the parties under this agreement shall, until further notice, be given at the following addresses: Name: Address: IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals... In presence of: (L. S.) (L. S.) License to Use Patented Invention Contract of Employment of Inventor-Royalties, Profits, Compensation-Limited Arbitration Separate Accounting System AGREEMENT made this.... .day of.... between.. hereinafter described as "The Inventor," and ... Company" WITNESSETH: hereinafter described as "The ', WHEREAS, The Inventor represents that he has invented certain improvements upon.... which improvements are known under the name of the and WHEREAS, the Inventor represents that he has exclusive license for the use and manufacture of said.. . for which invention, constituting such improvements, he has executed an application for letters patent of the United States, which application was filed on.. .., and WHEREAS, The Company desires to manufacture the said IN CONSIDERATION of the mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. Wherever the words "The Company" appear in this agreement they shall refer to, and be construed to refer to, The Company, its successors and assigns. Wherever the expression "the department" is used, it shall refer to that portion of The Company's business devoted to the manufacture and sale of the.. 2. The Inventor hereby grants to The Company, the exclusive license and right to manufacture the said.... for a term beginning with the date of this agreement and ending with the expiration of the patent to be obtained thereon. The Inventor warrants that he has the sole right and exclusive privilege of manufacturing, selling, operating and exploiting the said..... and agrees to permit The Company in its own name or in the Inventor's name, as it may deem proper, to prosecute such suits, actions or other proceedings as may be necessary for the protection and vindication of said rights to said.... .under the letters patent to be obtained. The Inventor further agrees to hold The Company harmless from all claims of whatsoever nature, made against it, whether justified or unjustified, for the infringement or violation of the rights of anyone else of any kind or nature, through the manufacture, sale or exploitation of said..... under the patent applied for, separately, or in connection with, or as a part of... In the event that the patent applied for on the.. .should not be granted, or in the event that by a decree of competent authority the patent, if granted, is subsequently invalidated, then The Company shall have the option to terminate this contract forthwith, but it is agreed that that option rests entirely with The Company and may or may not be exercised by it, as it sees fit, the Inventor, nevertheless, to remain liable under the terms of this agreement with respect to all matters done, omitted or performed prior to said termination, and The Company to have the same rights and privileges as are granted it in the contingency described in paragraphs "12" and "14." 3. The Inventor is to render The Company his exclusive services in the manufacture and production of said.... and agrees not to render any services to any other person, individual or corporation during the term of this agreement, and to use his best efforts in the performance of his duties hereunder. The Inventor agrees not to engage in or attend to the repair, manufacture or exploitation in any form or manner of the.. .....or anything connected therewith, or with.. .of any character, at his home. 4. The Inventor agrees that any improvements, further inventions or discoveries which he may come upon, make, invent or discover or otherwise acquire with reference to ..or with reference to the... shall become subject to the terms of this agreement in the same manner as the. and hereby agrees to and grants and assigns to The Company, all such licenses and rights with respect to such new discoveries and inventions as are hereby granted and assigned with respect to the.... The Inventor agrees to apply for patents upon such new improvements, discoveries and inventions and to assign such applications and the patents issued thereon to The Company as soon as legally possible, provided, however, that the Inventor may require The Company to pay the expenses of making and prosecuting such applications, and may refuse to proceed therewith unless he be indemnified against such expenses. 5. The Inventor agrees to keep itemized records with respect to all the processes of manufacture of the said. said records to be the property of The Company, and to attend to and prepare detailed calculations affording a close and accurate indication and survey of the cost of production of said... In the performance of his duties hereunder, the Inventor agrees to submit to all the rules and regulations of The Company, including whatever rules and regulations are or will be promulgated for the manufacturing departments. 6. The Company agrees to pay the Inventor a salary of $.. per week for the term of this agreement or until the other termination thereof, pursuant to its terms. 7. In addition to the salary of $.. Company agrees to pay the Inventor a royalty of the net sales receipts of each.... per week, The .% of or parts thereof, that are sold, payment of such compensation to be made after ..months have expired since the receipt of payNet receipts, for the purposes ment for sold. of this agreement, shall be calculated as follows:-By deducting from the gross sales price of all... ..sold by The Company and collected and received by it, the sum of the following amounts:-trade discounts allowed, commissions paid, and the sale price of merchandise returned. 8. The Company further agrees to pay to the Inventor a percentage of profits, viz.: ....% of the net profits per annum derived from the proceeds of the net sales of the said. payment of said profits to be made as soon as practicable after the balance sheet of the fiscal year has been completed. Net profits shall be construed, for the purposes of this agreement, to be the difference between the net sales receipts, as above defined, and the sum of the following items:-All other expenses, including advertising, allocable to the department, and a fair allocation of overhead, which shall be calculated in proportion to the gross receipts of The Company's business, and the gross receipts of the department. 9. The Company agrees to produce and manufacture the said... in such quantities as are consistent with the demand for the same and facilities for manufacture. 10. The Company agrees to advertise the... . use all reasonable means to advertise and popularize the apparatus. ...and to 11. The Company agrees to create and maintain a special system of accounting for the manufacture of the said... ..... so that it will afford in separate and detailed manner a record of all those transactions, showing and indicating a clear survey and estimate of the profits of the department. 12. In the event that the Inventor fails to comply with any of the terms of this agreement, The Company shall have the right to withhold such funds as may be accumulated for payment to the Inventor until the violations on the part of the Inventor shall have been corrected and shall have ceased. If the Inventor should fail to render services to The Company, or manufacture or negotiate the manufacture of a similar.. .for himself or for other parties, directly or indirectly The Company shall have the right to terminate this agreement immediately without forfeiting its right to manufacture under the said license herein granted, and to withhold from the Inventor payment of the amounts accumulated in favor of the Inventor on account of The Company's damages, it being agreed between the parties that in view of the complicated nature of the requirements for manufacture and sale of the said... and of the importance to The Company of the personal services of the Inventor, it is impossible to estimate the exact amount of damages which will be sustained by The Company in the event of the Inventor's failure to abide by this agreement: and that the liquidated sums above referred to will represent the minimum amount of damages accruing to The Company. It is expressly understood, however, that whatever sums may be retained as liquidated damages shall not be in substitution for such damages in excess of said liquidated sums which The Company may sustain and which it may be able to demonstrate, nor shall it be in substitution for such other rights, equitable or legal, which The Company shall have, but The Company may proceed and employ the same to the same extent and in the same manner as if this provision for liquidated damages had not been made. 13. The Company shall have the right to terminate this agreement at any time if the demand for the.... shall become so reduced as not to warrant further manufacture from the business point of view, whether said reduction of |