(e) Allow a reasonable display of attractive show cards and signs furnished by the First Party, at its own expense, in such convenient places in the Second Party's store, as the Second Party shall approve of.

(f) Not sell, or permit to be sold, on its premises, any other Davey make of paper patterns, during the term of this contract.

4. That the First Party shall assume all risk of loss by fire, water, theft, or other unforeseen damage, to, or destruction of, the pattern stock, whether similar, or dissimilar, to any of the foregoing, and shall hold the Second Party harmless therefrom.

5. That the Second Party shall, at least once in each week, pay over to the First Party two-thirds (%) of all moneys theretofore received by it from the sale of the patterns and fashion publications of the First Party; and the remaining one-third (%) thereof shall be retained by the Second Party as remuneration for the permission herein granted to the First Party to conduct the aforesaid department, and as remuneration for all other services herein provided to be performed by the Second Party.

IN WITNESS WHEREOF, each of the parties hereto has signed this instrument, by its President, thereunto duly authorized, and has caused its corporate seal to be hereunto affixed, attested by its Secretary, the day and year first above written.

No. 355.

Agreement of manufacturer appointing exclusive territorial sales agent for automatic typewriters.5

THIS AGREEMENT, made January 5, 1923, between John Doe Corporation, a corporation, duly organized under the laws of the State of Ohio, and having its principal office at No. 372 Euclid Avenue, City of Cleveland, State of Ohio (herein called the "First Party"), and Richard Roe, residing at No. 372 Broadway, Borough of Manhattan, New York City (herein called the "Second Party"), WITNESSETH:

WHEREAS, the First Party manufactures, among other things, the Doe Automatic Typewriter, and its accessories; and

WHEREAS, the First Party is desirous of securing desirable sales representatives to promote the sale of such typewriters and accessories; and

WHEREAS, the Second Party is desirous of securing the sales agency thereof, for the territory hereinafter described:

NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, AS FOLLOWS: 1. That the First Party hereby appoints the Second Party, and the Second Party hereby agrees to act for the First Party, as its exclusive sales agent in the sale of the First Party's automatic typewriters and accessories, within the City of New York.

2. That the duties of the Second Party shall consist of the following:

(a) Devoting all of his time and attention to the work of making sales of the Doe Automatic Typewriters and accessories.

(b) Delivering and installing all Doe Automatic Typewriters and accessories, which may be sold by the Second Party, in the offices, or places of business, of the purchasers thereof.

(c) Properly instructing the person, or persons, designated by the purchasers thereof to learn the operation and care of the Doe Automatic Typewriter and accessories.

(d) Caring for, and adjusting, and repairing, such Doe Automatic Typewriters and accessories, when requested to do so by the purchaser thereof, without charge to any purchaser, during the life of the guaranty of such typewriters.

Adapted from Hoffer v. Hoover-Owens-Rentschler Co. (1920), 192 App. Div. 138, 182 N. Y. Supp. 633.

(e) Performing all detail and clerical work connected with, or incidental to, the proper operation of the office to be maintained by the Second Party.

3. That the Second Party shall, within ten (10) days from the date hereof, establish a suitable office, or sales room, in New York City, for the demonstration of the Doe Automatic Typewriter and accessories, and for properly carrying on the details of the business connected with the agency herein provided for.

4. That the First Party shall, at its own expense, furnish to the Second Party all tools and all parts, which may be necessary, or required, to maintain the service necessary to perform the guaranty given to purchasers of Doe Automatic Typewriters.

5. That the First Party shall, at its own expense, furnish the services of a mechanic, who shall be known as the "Branch Mechanical Instructor," and whose duties shall be:

(a) To assume complete charge of the service, or repair, room. (b) To adjust, inspect, and take care of, the Doe Automatic Typewriter and accessories.

(c) To instruct and supervise demonstrators employed by the Second Party.

(d) Nominally to be in charge of all property of the First Party, located in the Second Party's office, or sales room.

6. That the First Party shall, at its own expense, assume the responsibility for making proper adjustment and repairs of all Doe Automatic Typewriters and accessories, sold by the Second Party, when called upon to do so by the purchasers of such typewriters; and the Second Party shall make no charge whatsoever for any such service, or for any repairs made, or parts furnished, during the period covered by the guaranty given to purchasers of such typwriters by the First Party.

7. That the First Party shall furnish to the Second Party, at cost, all letterheads, envelopes and other printed stationery, which may be necessary for the proper conduct of the agency herein granted to the Second Party.

8. That the First Party shall furnish the services of a cashier, or office manager, whose duties shall consist of:

(a) Supervising all clerical work, incident to the proper conduct of the agency herein granted to the Second Party.

(b) Receiving all moneys belonging to the First Party and transmitting the same to the First Party, at its home office.

(c) Preparing and transmitting to the First Party, at its office, all reports connected with the work of the agency herein granted to the Second Party.

9. That the First Party shall do all advertising for the proper introduction of the Doe Automatic Typewriter and accessories, and shall, at its own expense, furnish the Second Party, with all pamphlets, catalogues, booklets, and other literature, which the First Party may, from time to time, print or produce.

10. That the Second Party shall abide by the selling rules, or regulations, which the First Party has adopted, or which it may hereafter adopt; and, in the event of any violation by the Second Party of any of said selling rules, or regulations, then, and in such event, the First Party may, at its option, abrogate this contract, by giving to the Second Party ten (10) days' written notice to that effect.

11. That the Second Party shall, within fifteen (15) days after demand therefor by the First Party, furnish to the First Party a fidelity bond in the sum of ten thousand ($10,000) dollars, to cover the accountability of the Second Party and of all of his employees, for any property and moneys belonging to the First Party, which may be in, or come into, the possession of the Second Party, or any of his employees.

12. That the First Party shall deliver to the Second Party, or his order, Doe Automatic Typewriters and accessories, in such numbers as the Second Party may present bona fide orders for, taken on the sales order blanks furnished by the First Party, and which are accepted by the First Party.

13. That the First Party shall make all collections, in connection with the sale of Doe Automatic Typewriters and accessories, sold by the Second Party; but the Second Party, when directed so to do, shall, without charge to the First Party, assist the First Party in collecting all accounts, which may be due on sales made in the territory herein granted to the Second Party.

14. That the First Party shall pay to the Second Party a commission of twenty-five (25%) per cent on all sales made by the Second Party and accepted by the First Party; and such commission shall be payable between the first and fifth days of the month following the acceptance of the sale, out of all cash received from any such sale.

15. (a) That, if the Second Party shall be instructed by the

First Party to deliver a Doe Automatic Typewriter to some person, or persons, within the sales territory herein granted to the Second Party, but which typewriter, or typewriters, shall have been sold by some agent, or agents, controlling other sales territory, then, and in that event, the Second Party shall be entitled to receive sixty-six and two-thirds (66%%) per cent of the commissions involved in any such sale, or sales.

(b) That, if the Second Party shall sell a Doe Automatic Typewriter, to be delivered outside of the sales territory herein granted to the Second Party, he shall notify the First Party thereof, and forward to the First Party all papers in connection therewith; and, thereupon, the Second Party shall be entitled to receive thirty-three and one-third (33%) per cent of the commissions involved in any such sale, or sales.

16. That the Second Party shall, in every instance, maintain the selling price of Doe Automatic Typewriters, as fixed by the First Party, from time to time, and shall offer no discount, rebate, or any other inducement, that would, directly or indirectly, affect the selling price of any Doe Automatic Typewriter; and, if the Second Party shall violate any of the provisions of this article, then, and in that event, the First Party shall have the right to abrogate this contract, by giving ten (10) days' written notice to that effect to the Second Party.

17. That the Second Party shall make not less than twenty (20) bona fide sales each month; and, in the event of his failure to do so, then, and in that event, the First Party may, at its option, abrogate this contract, by giving ten (10) days' written notice to that effect to the Second Party.

18. That the First Party shall promptly furnish the Second Party with the names of all persons inquiring about Doe Automatic Typewriters from the sales territory herein granted to the Second Party, and further agrees that no Doe Automatic Typewriter shall be sold in the said sales territory herein granted to the Second Party, unless commission on any such sale, or sales, shall be paid. to the Second Party, in accordance with the provisions of this agreement.

19. That, if the First Party shall exercise any of its options to abrogate this contract, as hereinbefore provided for, then, and in any such event, the Second Party shall, upon the demand of the First Party to do so, forthwith assign and transfer to the First