sive right to possession of all property therein of every name, nature and description. The Principal agrees not to do or permit to be done any act which shall in any way impair or affect the title or right to possession of the Factor in and to said property, and agrees that the Factor shall be entitled to all indicia of title to all such property. All accounts, remittances, checks, bills receivable and other choses in action of every nature representing the proceeds of sales of goods or the purchase price thereof, or otherwise, shall be the property of the Factor. The Principal agrees to indemnify and hold harmless the Factor against any liability for sales or for any claims against either the Principal or the Factor in connection with the conduct of said business, and the Factor shall, at all times, have a general lien therefor upon any and all proceeds of sale in any and all accounts, notes, drafts, bills receivable or evidence of indebtedness arising from any sales, and upon any amounts for which the Principal may be entitled to credit. The Factor shall have a general lien upon all the property of the Principal wheresoever situated of every name, nature and description for the full and faithful performance of all the terms of this agreement, including the repayment of loans, compensation, advances, charges of every kind, interest and indemnity of every nature provided for herein. The rights of the Factor hereunder and its lien shall not be affected by any devolution or transfer of the rights or interests of the Principal, whether the same be voluntary or by act of law. The Principal agrees to do all acts consistent with the protection of the Factor in its lien under the laws of the Municipal, State and Federal authorities, and agrees that it will do no act inconsistent with such lien, and that it will not suffer nor permit the doing of any act inconsistent with said lien, nor will it omit to take all steps necessary to protect said lien. [It further agrees that it will specifically comply with all the provisions of Section 45 of the Personal Property Law of the State of New York, in protecting the lien of the Factor.] The Principal agrees that in the event that it may purchase any goods which shall be held by the seller thereof after the payment of the same has been made, it will, prior to or simultaneous with said payments, notify such seller in writing that the goods have been con signed to and are the property of the Factor. The Principal agrees that in the event of the purchase of any goods by it and the delivery to any bailee of such goods, that it will, prior to or simultaneous with the delivery of such goods to such bailee, notify said bailee in writing that said goods are the property of and subject to the order of the Factor, with the exception, however, that such notice may be dispensed with where such bailee is a common carrier merely having custody of the goods for transportation purposes only. 17. The premises occupied by the Principal for the conduct of their business shall have a sign thereon in accordance with [Section 45 of the Personal Property Law of the State of New York,] bearing the name of the party of the Factor in accordance therewith. No sign shall be placed upon said premises without the approval of the Factor and no stationery shall be used in connection with sales, purchases and delivery of merchandise without first securing in writing the approval of the Factor as to the form and contents thereof. 18. The Principal shall deposit with the Factor, as security for the faithful performance of all the terms of this agreement, Dollars in cash, or its equivalent in accounts receivable approved as to credit by the Factor, or its equivalent in merchandise valued at cost or market price whichever is lower at the date of transfer to the Factor. ....... 19. The Managers agree individually and as stockholders of the Principal that they will deposit with a trustee satisfactory to the Factor all the common stock of the Principal and that none of said stock shall be transferred to any one not a party to this agreement without the consent of the Factor and they further agree, together with the Principal that they will determine the sum which shall be... per cent. of the net profits earned by the Principal in each and every year during the duration of this contract, and distributable as dividends to the stockholders of the Principal, and that a sum equivalent to said........per cent. of the net profits earned by the Principal shall be deposited by the Principal and/or the Managers with the Factor as additional security for the faithful performance of all the terms of this agreement, but the Principal and Managers shall not be required to deposit as such additional security accumulated profits in excess of........ Dollars. 20. The Principal and Managers agree that the Managers will devote their whole time and attention to the conduct of the business of the Principal, and this agreement is made upon the understanding that the Managers shall give their whole time and attention to the business of the Principal, and that this agreement is therefore a personal one in so far as the parties of the Principal and Managers are concerned, and is not transferrable or assignable in whole or in part and that should any of the Managers discontinue his services for the Principal, then at the option of the Factor, this agreement may be terminated. 21. It is agreed that the Factor may transfer or assign its rights in and under this agreement to any corporation or partnership in which... .shall be the chief financial factor. ... 22. In the event of the death or permanent incapacity of ...either the Factor or the Principal may terminate this agreement by giving notice in writing to the other parties. The Factor shall give notice in writing to the other parties at the place of business,.. or such other place of business used by the Principal, and the Principal and Managers shall give notice to the Factor at... or such other place of business which it may occupy.. months after the giving of such notice, this agreement shall be terminated and the Factor shall be paid. .... 23. Upon the expiration or sooner termination of this agreement, in the event that the Principal shall not have paid the Factor all indebtedness incurred hereunder, the Factor shall have the right, without further notice, to sell any or all the merchandise and all the securities of every kind, held by it under the terms of this agreement at such prices and upon such credit terms as it may deem proper and to apply the net proceeds thereof, after deducting the costs of such sale and its commissions and charges therefor as fixed in this agreement for ordinary sales to the reduction of said indebtedness and the Principal shall remain liable for any deficiency. The remedy herein conferred is not exclusive and the Factor may resort in addition to any and all remedies which may be open to it under the laws and statutes of the State or Federal authorities. 24. It is agreed that upon the insolvency of the Principal, this agreement shall terminate at the option of the Factor and that the Factor shall be entitled thereupon to all moneys due it under the terms of this agreement and shall be further entitled to forthwith collect such moneys out of the merchandise transferred to it as security under the terms of this agreement. 25. In the event of any dispute arising under this contract, or in the event of any dispute arising as to the construction of this contract, it is agreed by all the parties hereto that the chairman of the Board of Arbitration of the Chamber of Commerce shall designate and appoint three arbitrators whose decision and judgment shall be final and binding upon the parties hereto. This agreement shall begin as of........, and shall continue to and including.. and thereafter shall be deemed renewed and continued from year to year upon the same terms unless any of the parties shall, at least...... months before the termination of this agreement, or any renewal thereof, give notice in writing to the other party that it desires to terminate this agreement at the expiration of such agreement or renewal thereof. Upon the final termination of this agreement or any such renewal, the Principal agrees to pay to the Factor the additional compensation of . . . . . . . · per cent. on the value of the merchandise, said value to be determined as in paragraph "13." No commission shall be charged on contracts of sale on which no outlay has been incurred by the Factor. 26. A waiver of any breach of any of the terms or provisions hereof in any instance on the part of the Factor hereof, shall be deemed a waiver for said instance alone and for no other. All notices required hereunder shall be given as the notices provided for in Paragraph “22.” Factor's Agreement-Another Form AGREEMENT made the.... ..day of.... .and.. and.... between hereinafter called the "Factors, hereinafter called the "Customer," WITNESSETH: WHEREAS, the Customer is engaged in the business of buying, selling and dealing in. and has requested the Factors to act as the Customer's Factors and commission merchants on the terms hereinafter set forth, and the Factors have consented to do so. .......) Now, THEREFORE, in consideration of the premises, and of the mutual covenants hereinafter contained, the parties hereto hereby agree as follows: 1. The Customer hereby appoints the Factors the sole factors and commission merchants of the Customer. The Customer agrees that its business shall be conducted solely upon the premises now occupied by it at... or at such other place or places as may from time to time be mutually agreed upon. Said premises shall be deemed to be the premises of both the Customer and of the Factors and shall be under the control and supervision of the Factors. A sign shall be placed and maintained at all times during the term of this agreement conspicuously at the entrance to said premises, on which the following shall be printed in legible English: The rent and all other expenses of maintaining said premises shall be paid by the Customer. 2. The Customer agrees to consign to the Factors at the aforesaid premises, free of all charges, all merchandise now owned, or hereafter manufactured, purchased or otherwise acquired by the Customer during the term of this agreement. Said merchandise shall remain upon said premises until sold, as hereinafter set forth, and shall be deemed to be in the possession of the Factors, and the Factors shall have, and are hereby granted a general lien thereon and on the proceeds thereof when sold, as security for all advances, commissions, interest, expenses, outlays and other charges provided for herein. 3. All merchandise shall be sold by the Customer but under |