2. The Seller desires to sell the said secret process to the Purchaser and the Purchaser desires to purchase the same.

3. Upon the execution of this agreement, the Seller agrees to deliver to the Purchaser a manuscript description of his said secret process, accompanied by all memoranda, data and information now in his possession relative to the said secret process, and the Seller further agrees from time to time as new information or data come within his knowledge, forthwith to deliver written descriptions and memoranda thereof to the Purchaser. The Seller agrees that he will never directly or indirectly at any time impart or disclose knowledge or information of the said secret process or improvements thereon, to any person except those persons designated by the Purchaser.

4. The Seller agrees forthwith fully and correctly to instruct at least two persons designated by the Purchaser in such secret process, and in the practical application and use thereof, and the Seller agrees that he will at any time in the future when consistent and convenient with his other business, continue and renew such instruction of such persons or of such other persons as may from time to time be designated by the Purchaser, both in the secret process now known to him and in the practical application thereof and in any improvement thereof. If either of the two persons designated to be instructed as aforesaid should be incapacitated or should fail to have the ability or willingness to learn the said process and the practical application thereof from the Seller, then the Seller shall so notify the Purchaser and the Purchaser shall designate another person to be instructed, and the Seller agrees fully and correctly to instruct such substitute, and the Seller's obligation to instruct hereunder shall not be fulfilled until he shall have so instructed two persons designated by the Purchaser. All instruction shall be at the Seller's shop unless work at some other place shall be necessary to complete such instruction.

5. The Purchaser agrees to pay the Seller as the purchase price for the said formula and in consideration of his instruction, a royalty of.. ..dollars, until.... ...dollars shall thus have been paid to the Seller by the Purchaser. The Purchaser agrees to render statements to the Seller.

and to accompany such statement by a remittance for the

royalty, and the Purchaser agrees to continue to render such statements until the Seller shall have been paid.

....

dollars without interest and without deduction of any kind.

6. The Purchaser agrees immediately upon the completion of the instruction of its representatives to enter upon and by all reasonable endeavors to promote the manufacture and sale of manufactured by the use of said process,

until such royalties shall have been paid in full.

7. The Purchaser agrees to permit the Seller not oftener .to examine its books and vouchers in relation

than...

....

to sales of. . either in person or by a competent and trustworthy accountant, until... ....shall have been paid.

Contract for Sale of Business Including Good Will with Covenant Not to Compete

Williston-Sections 141, 413, 495, 497, 752, 781, 787, 829n., 872, 1022, 1406, 1442, 1446, 1636 to 1658;

Diamond Match Co. v. Roeber, 106 N. Y. 473, 13 N. E. 419. AGREEMENT made..

.between.

hereinafter designated the Seller, and....

after designated the Purchaser, WITNESSETH, as follows:

.herein

1. The Seller, for the consideration hereinafter mentioned, for himself, his heirs, executors and administrators, covenants, promises, grants and agrees, to and with the Purchaser, his heirs, executors, administrators and assigns, that he will, on or before.... grant and convey by a deed with full covenants and warranty unto the said Purchaser, his heirs and assigns in fee simple, clear of all liens and encumbrances whatever excepting .all that certain lot of land sit

.to

2. The Seller agrees on or before said... bargain, sell, transfer and deliver unto the Purchaser all the machinery, tools, implements and appliances of every kind whatsoever, now in said buildings, including all the articles and items enumerated in the schedule hereunto annexed, and also including all articles and items of machinery, tools, implements and appliances that may have been omitted from said schedule, that are now used or designed to be used by the Seller in the prosecution of the........business, together with the good will of

the said business of the Seller and the use of his name therein, and the exclusive right to all his trade-marks and labels as used and owned by him in connection with said business.

3. The Purchaser covenants promises and agrees to pay or cause to be paid to the Seller, his executors, administrators or assigns the..... dollars, in manner following, viz.: Upon the execution and delivery of the deed of conveyance of said land and premises as aforesaid, and the sale and delivery of all the machinery, tools, implements and appliances as aforesaid, with the good will of said business, and the use of the name of the Seller and the exclusive right to all his trade-marks and labels as aforesaid, to deliver to the Seller, his executors, administrators or assigns, shares of the increased capital stock of the

...Company, to be hereafter issued by the said company, at the par value thereof, amounting in the whole to the said sum of.. dollars. The Purchaser assumes and agrees to pay, the said mortgage of.. ...dollars on said land and premises, together with the interest on the same.

4. The Seller agrees, on or before the said. . . . .

...... "

to sell and deliver to the Purchaser, all of his stock of finished and unfinished goods and materials for making. and the Purchaser agrees to purchase said stock of goods and materials at fair and equitable prices.

5. In consideration of the premises, the Seller covenants and agrees that upon the delivery to him of the capital stock of said company as aforesaid, the Seller shall and will become bound unto the Purchaser, his representatives and assigns, in the sum of.... ..dollars as liquidated damages; that the Seller shall not and will not at any time thereafter, directly or indirectly, engage in the manufacture or sale of..... within the limits of the United States of America and the Territories thereof, nor aid or assist any one else to do so within said limits, nor have any interest, directly or indirectly, in the business of manufacturing and selling. .within said limits, except as an employee of the Seller.

...

6. This agreement shall apply to and bind the heirs, executors, administrators, successors and assigns of the parties.

Contract Appointing Exclusive Sales Agent

Williston-Sections 90, 279, 280, 653, 1406, 1446, 1645, 1700n.;

Champion Spark Plug Co. v. Automobile Sundries Co., 273

1. This agreement shall be valid and binding upon each of the parties hereto and their respective successors and assigns for the term of... years from the date of execu

tion hereof.

2. The Agent is hereby made and constituted sales agent and distributor of the Principal, with exclusive and sole right to sell and distribute the products of the Principal known as

in the following described territory, viz.:

(If it is intended to give agent exclusive rights on all products of the Principal whether then existing or afterwards acquired, add "whether now owned, possessed or distributed by the Principal or hereafter acquired.")

3. The Principal agrees to sell its products above described to the Agent at the following prices:

4. The Principal agrees to properly pack and securely strap goods ordered by the Agent and to deliver same f. o. b... City.

5. The Agent shall pay the Principal promptly for all goods sold under this agreement and delivered to the order of the Agent during the last preceding calendar month and the Agent shall be entitled to a discount of.

per cent. for cash paid on or before the tenth of the month following purchases.

6. The Principal agrees that during the life of this agreement, it will not sell or cause any of its articles to be sold in the above-described territory except through the Agent and to

refer all inquiries concerning its product from the above-described territory that may be received by it through any source or by any means whatsoever, to the Agent for attention. It is understood and agreed that this means all local export commission houses that are generally known or described as such and whose inquiries indicate that the product is for consumption in foreign countries.

7. The Agent agrees to use its best efforts in the promotion and sale of the product of the Principal in the above-described territory, and through its agencies, travelling representatives, correspondence and other methods at its command to promote and increase the business in the products of the Principal; to appoint agents and sub-agents in and for various countries of the world and to act for the Principal in a manner befitting its position as sole agent.

8. The Principal shall as far as it is able furnish the Agent promptly with such qualities of any of its products as the Agent may require, shall not advance the prices on its product to the Agent beyond those in effect on the date of execution hereof and shall give the Agent at all times the benefit and advantage of its lowest published prices and discounts on its products; shall furnish the Agent from time to time with reasonable quantities of literature and cuts for circularizing and promoting the sale of the products contemplated by this agreement, such literature to bear the name of the Agent as sole foreign distributor for the product of the Principal; and shall save the Agent harmless from all liability in law or equity for infringement of rights and patents held by other corporations or individuals that may result from the sale of the products of the Principal.

9. The Principal shall upon the receipt of any defective goods sold under this agreement, when such goods may be shown to have been originally defective in material or workmanship, replace or restore the same to the satisfaction of the Agent.

10. The Agent shall order not less than.

....of assorted sizes in lots of... or over as its needs may require during the first

year of the term of this agreement and an increase of.

.(......%) per cent. each succeeding year