sales is due to inventions or improvements of other parties or to any other influences of any kind whatsoever. 14. If The Company should fail to comply with any of the terms of this agreement on its part to be performed, other than those affecting payment of compensation, royalties and profits, and shall continue such violation for a period of... days after written notice specifying the nature and character of such violations, from the Inventor, then and in that event the Inventor may, at his option, terminate this agreement by giving written notice of his intention to terminate the contract to The Company. The contract shall continue after receipt of such notice for. ......months and shall expire and come to an end at and upon the expiration of said..... ..months. Regardless of the expiration of said agreement, however, The Company shall have the right to complete the manufacture of .under construction at the date of said expiration, and to manufacture additional.. .so as to enable it to make use of any parts on hand at the date of such expiration, and The Company shall also have the right to sell all .on hand at said expiration, and all.. manufactured pursuant to this clause. 15. It is agreed that any dispute between the parties with reference to the amount of compensation, royalty or profits to be paid to the Inventor shall be referred for arbitration to a certified public accountant, mutually selected by the parties, or in the event that they are unable to agree within. . . . . . days after request by one party to the other for selection of such arbitrators, to a certified public accountant appointed by the President of the Chamber of Commerce of the City of .or, if he will not act, to an arbitrator appointed by the Supreme Court of the State of New York, pursuant to the provisions of the Arbitration Law of the State of New York then in force. The expenses of such arbitration shall be borne equally between the parties. 16. In the event that the Inventor should die, such royalties, profits and compensation as may have been earned and unpaid up to the date of his decease, shall be paid to his estate, and all royalties accrued thereafter shall be paid to his estate, but compensation and profits of the department earned thereafter by The Company shall cease, The Company having the right, nevertheless, to use the license hereby granted in the same manner as if the Inventor had not died. 17. All notices provided for herein shall be sent by registered mail if directed to The Company at.. ....and if directed to the Inventor at..... 18. This writing contains the whole agreement of the parties. There are no representations, promises or covenants other than contained herein. No waiver or modification thereof shall be valid unless in writing, executed with the same formality as this instrument. No waiver of any breach of this contract shall be deemed a waiver of a subsequent breach of like or similar nature. IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day and year first above written. Contract of Exclusive Agency for Sale of Merchandise Williston-Secs. 90, 279, 280, 653, 1406, 1446, 1645, 1700n. AGREEMENT made.. between. hereinafter referred to as the "Principal, and. hereinafter referred to as "Agent," WITNESSETH: WHEREAS, the Principal is engaged in the business of.... and.. WHEREAS, the Agent has been engaged in business as a purchaser and dealer in. . . . in Now, in consideration of the premises and of the mutual covenants herein set forth, the parties hereto agree as follows: 1. The Principal, hereby engages the Agent as its sole sales agent in the territory hereinafter specified, during the term of this agreement, and the Agent hereby accepts such employment and agrees to devote his entire time and energies to the business of the Principal to act as its Agent in. . . . . and to perform such other duties as may be required of him by the Principal, and the Agent agrees that during the term of this agreement he will not directly or indirectly be interested in or engaged in any form or branch of the... .business, except as agent for the Principal. 2. The term of this agreement is..... years, from.. 3. The territory covered by the Agent's agency is.. The territory described in this clause is hereinafter referred to as "aforesaid territory." 4. The Agent agrees to transfer to the Principal, the office now maintained by him under the name of..... and all furniture and fixtures therein at cost, and the Principal agrees to establish in such premises an office under his own name. 5. The Principal agrees to establish... the Agent agrees to supervise the same for the Principal. and 6. The parties agree that a person or persons mutually agreeable shall be selected as assistants to the Agent in the sale of the Principal's products. 7. The Agent agrees to use his best efforts to.. for the Principal, and all orders so procured shall be subject to acceptance by the Principal at its... .office. 8. The Principal agrees to bill merchandise ordered through the Agent to the..... ...office at cost. 9. In full compensation for the Agent's services under this agreement, the Principal agrees to pay, and the Agent agrees to ..of the net profits of the operation of the ..agency of the Principal, to be calculated as accept.. follows: 10. Net profits shall be the difference between gross receipts and expenditures, as hereinafter defined. 11. Gross receipts shall include: (a) All moneys received by the Principal from sales made through the Agent to customers in the aforesaid territory. (b) All moneys received by the Principal from sales made by the Principal to customers in the aforesaid territory without intervention of the Agent. 12. In "expenses" shall be included: (c) The cost to the Principal of all merchandise sold by the Agent to customers in the aforesaid territory, including in such cost all charges paid or incurred by the Principal in connection with such merchandise, and all expenses of the Principal in maintaining the.. office, including rental, insurance, clerk hire, transporation charges and all other actual outlays in connection with the business contemplated by this agreement, and any and all losses not compensated by insurance incurred in the conduct of such business. 13. Accurate records and accounts shall be kept by the Principal and by the Agent of all transactions under this agreement, and each party's records and accounts shall be open to inspection by the other party at reasonable times, and statements of the net profits shall be prepared... and shall be submitted by the Principal to the Agent within... In the event of any dispute as to the correctness of any statement of account, such dispute shall be submitted for arbitration to a certified public accountant to be selected as follows: The party questioning the correctness of an account shall submit to the other party for the selection of an arbitrator, a list of names of three certified public accountants with offices in... If within..... days after the submission of such list the other party shall not have accepted one of the persons so named as the arbitrator to whom the differences shall be submitted, then such differences shall be settled by an arbitrator who shall be a certified public accountant, with an office in ... named on the application of either party upon .written notice to the other, by the refuse, upon demand, to name an or, if he, upon demand, refuse .... :. or, if he arbitrator, by the ... ...., or, to name an arbitrator, by application upon notice to the .. Court... The expenses of the arbitration shall be borne by the parties in such proportion as the arbitrator shall, in his decision, order. The parties agree in all respects to accept and fulfill the decision of the arbitrator. 14. Upon the acceptance of any account or the adjustment of any disputed account, the Principal shall pay the Agent the amount found due to him thereon. 15. As the Principal intends to maintain a large supply of goods on hand in .... the Agent agrees to furnish to the or of some other surety com Principal a Bond of.. pany satisfactory to the, Principal in form satisfactory to the Principal, in the sum of.. , insuring the Principal against any loss of money or property by reason of any act of the Agent. 16. Notices to be given hereunder by either party to the other shall be given to the Principal at.. and to the Agent at..... Either party may change the place to which notice may be sent by written notice to the other. 17. This instrument contains the entire agreement between the parties and no terms have been agreed upon or understood between the parties except as herein set forth. Contract for Exploitation of Secret Process Williston-1643 and 1646; Grant v. Pratt, 52 App. Div. 540, 65 N. Y. Supp. 486, 87 App. Div. 490, 86 N. Y. Supp. 983, 110 App. Div. 149, 97 N. Y. Supp. 38, 110 App. Div. 867, 97 N. Y. Supp. 29. Aff'd without opinion 186 N. Y. 611. See also 47 L. R. A. (N. S.), 413. AGREEMENT, made. .between.. after referred to as the "Manufacturer," and. after referred to as the "Owner." .herein .herein WHEREAS, the Owner has the exclusive knowledge, possession and ownership of certain inventions, formulæ, secrets and processes which he has made use of in.. certain of which.. .samples of ...made by the use of said inventions, formulæ, secrets and processes have been submitted to the Manufacturer, and tested by it. THIS AGREEMENT WITNESSETH, that the parties hereto in consideration of the premises, of the mutual covenants herein contained do hereby mutually covenant and agree as follows: 1. The Owner will forthwith fully and completely instruct and advise any and all employees of said party of the Manufacturer as by it may be designated, in such inventions, secrets, formulæ and processes, and in the practical application and use thereof; and will hereafter, at any time and at all times, consistent and convenient with his other business, continue and renew such instructions of such person as may, from time to time, be designated, and fully advise and instruct said Manufacturer, and its employees as designated, both in the said inventions, formulæ, secrets and processes aforesaid, and in those which |