ment to be signed by its President, thereunto duly authorized, and its corporate seal to be affixed, attested by its Secretary, and the Second Party has hereunto set his hand and seal, the day and year first above written. Doe Hotel Company, Inc., By John Doe, President. (Seal) Attest: John Jones, Secretary. Richard Roe (L.S.). No. 297. Agreement hiring manager of branch office to sell securities.12 AGREEMENT, made January 5, 1923, between John Doe, Inc., a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 112 Broadway, Borough of Manhattan, New York City (herein called the "First Party"), and Richard Roe, residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Second Party"), WHEREIN IT IS MUTUALLY AGREED, AS FOLLOWS: 1. The First Party hereby hires the Second Party, and the Second Party hereby agrees to work for the First Party, as sales manager, in the First Party's business of selling securities. 2. The First Party shall, at its own expense, maintain an office for the use of such sales manager, at No. 111⁄2 Broadway, Borough of Manhattan, New York City, or in any other building in such city that the First Party may hereafter select. 3. The First Party shall pay the cost of stenographic hire, telephone service, literature, and any other incidental expense, which may be incurred in the maintenance of any such office for the use of such Second Party. But the Second Party shall, at his own expense, hire and pay any and all salesmen used in and about such office; and the Second Party agrees to hire and employ a force of not less than five (5) salesmen. 12 Cf. Von Heyne v. Tompkins (1903), 89 Minn. 77, 93 N. W. 901, 5 L. R. A. (N. S.) 524. 4. (a) The First Party shall pay to the Second Party thirty (30%) per cent of the amount of installment sales of syndicate certificates for stock of the Doe Petroleum Company, which shall be effected by the Second Party, or by salesmen hired and paid by him; and the First Party agrees to pay to the Second Party thirty-five (35%) per cent of the amount of cash sales of syndicate certificates for stock of the Doe Petroleum Company, which shall be effected by the Second Party, or by salesmen hired and paid by him. (b) The First Party shall pay to the Second Party an amount equal to fifty (50%) per cent of all commissions, arising out of the purchase, or sale, of other securities, effected by the Second Party, or by salesmen hired and paid by him. 5. The Second Party shall sell, or deal, only in such securities, as the First Party shall, from time to time, designate, and only at such prices, and upon such terms and conditions, as the First Party may fix therefor. No order, or offer, in respect of any securities shall be binding upon the First Party, until the same shall have been accepted by the First Party. 6. The Second Party shall daily report in writing to the First Party any and all orders, or offers, in respect of any securities received by the Second Party, and shall daily forward to the First Party all orders, or applications, received by such Second Party, together with all moneys received for, or on account of, or in connection with, the same, or otherwise; and the First Party shall pay to the Second Party on Saturday of each week all commissions, or earnings, then due and payable to the Second Party. 7. The Second Party agrees to devote all of his time and attention to the business of the First Party, during the period fixed for the duration of this contract; and such Second Party shall not, either directly or indirectly, engage in, or be employed in, or about, the buying, selling or dealing in and with securities of any kind. or nature, during the period fixed for the duration of this agreement, except for the First Party; and the Second Party shall not, at any time, disclose, or furnish, the names, or addresses, of any customers of the First Party to any person, firm or corporation, other than the First Party, and shall, at no time, solicit or canvass the trade, business or patronage of customers of the First Party, for his own account, or for the account of any person, firm or corporation engaged in the business of selling securities, or in any similar business, other than for the First Party. 8. That, as it is impossible to estimate, or determine, the damage that would be suffered by the First Party, in the event of a breach by the Second Party of the terms, provisions and covenants contained in the preceding paragraph, the Second Party shall pay to the First Party the sum of two thousand ($2,000) dollars, as liquidated damages to compensate the First Party, in the event of any such breach by the Second Party. 9. This agreement shall commence on the date hereof, and shall continue for one year thereafter. IN WITNESS WHEREOF, the First Party has caused this instrument to be signed by its President, thereunto duly authorized, and its corporate seal to be affixed, attested by its Secretary, and the Second Party has hereunto set his hand and seal, the day and year first above written. Agreement hiring salesman for specific territory, upon a commission basis, under which employer agrees to make advances and pay traveling expenses against commissions.13 AGREEMENT, made January 5, 1923, between Doe, Inc., a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "First Party"), and Richard Roe, residing at No. 372 Broadway, Borough of Manhattan, New York City (herein called the "Second Party"), 1 Adapted from Booth v. New Process Cork Co. (1921), 196 App. Div. 376, 187 N. Y. Supp. 725. WHEREIN IT IS MUTUALLY AGREED, AS FOLLOWS: 1. The First Party hereby hires the Second Party, and the Second Party hereby agrees to work for the First Party, as a salesman of crown seals, cork discs and other products manufactured by the First Party, and of such other articles as the First Party shall deem necessary to assist it in the sale of its products, in the states of Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, and in the cities of Newark, Jersey City and Paterson, in the State of New Jersey. 2. (a) The Second Party shall devote all of his time, attention and energy to the performance of his duties as such salesman, subject to the direction and control of the First Party, and shall serve the First Party diligently and to the best of his ability, and, in all respects, shall make every effort to procure orders in all parts of the said territory, and shall, to the best of his ability, adjust any complaints, or disputes, which may arise in connection with any orders obtained in said territory. (b) The Second Party shall not, either directly or indirectly, represent, or be employed by, any other person, firm or corporation, during said period, unless the consent thereto in writing of the First Party shall have been first obtained by the Second Party. 3. The Second Party shall sell all of said merchandise, at such prices as shall be fixed therefor by the First Party; and the First Party agrees that such prices shall not differ materially from the prices at which similar goods shall be sold by its competitors. 4. (a) That the First Party shall pay the following rate of commissions: (1) One (14) cent per gross on orders for crown seals taken by the Second Party, and one (1¢) cent per gross, on orders for crown seals received from customers, or others, in said territory, upon whom the Second Party may have called in person, provided, however, that the Second Party shall have duly notified the First Party in writing of such call. (2) Five (5%) per cent of the selling price, on all orders for Doe Discs for crown caps, received from manufacturers of crown caps, or others, upon whom the Second Party may have called in person, provided, however, that the Second Party shall have duly notified the First Party in writing of such call. (3) That the commissions herein provided for shall not become due, or owing, to the Second Party, until the goods ordered shall have been paid for by the respective customers. (b) That all orders taken, or received, shall be subject to acceptance by the First Party. 5. (a) That the First Party shall allow the Second Party a drawing account of sixty ($60) dollars a week, which shall be deducted from his commissions, and shall pay all traveling expenses incurred by the Second Party, while traveling outside of the State of New Jersey. The amount of such drawing account shall be paid to the Second Party, on Thursday of each week. (b) The First Party shall pay, on demand, so much of the aforesaid commissions in excess of five hundred ($500) dollars as may be due to the Second Party, on August 1st, November 1st, February 1st, and May 1st, of each and every year. 6. The First Party shall keep an accurate account of all orders taken by the Second Party and of all other orders received from his territory, and shall deliver to him a statement of such account on August 1st, November 1st, February 1st, and May 1st, in each year. 7. This agreement may be cancelled, by either party giving to the other sixty (60) days' notice in writing of such election to terminate; and, in the event of the termination of the employment under this clause, the Second Party shall receive commissions on all orders obtained by him, prior to the date of the termination of the employment, as and when the goods ordered thereunder shall have been delivered and paid for. IN WITNESS WHEREOF, the First Party has caused this instrument to be signed by its President, thereunto duly authorized, and its corporate seal to be hereunto affixed, attested by its Secretary, and the Second Party has hereunto set his hand and seal, the day and year first above written. (Seal) Attest: John Smith, Secretary. Doe, Inc., Richard Roe (L.S.). |