[D8704AGU], Agreement, Thomas Alva Edison, Edison Industrial Co, 1887
https://edisondigital.rutgers.edu/document/D8704AGU
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Title
[D8704AGU], Agreement, Thomas Alva Edison, Edison Industrial Co, 1887
Editor's Notes
Agreement between TAE and the Edison Industrial Co.; TAE agrees to explain to company board of directors or persons board may designate each invention by which "1: Any new device or article of commerce may be made or 2: By which any old device or article of commerce may be improved, or 3: By which any such device or article can be produced or manufactured more economically than by the processes or methods at present employed."###TAE agrees to devote a large portion of his time to investigations and experiments re: the three classes of inventions above-mentioned; TAE will immediately submit all new inventions to the Board of Directors or its designees; inventions relating to the generation, regulation or application of electricity to light, heat or power, to electro-plating, to the telegraph, telephone, ocean cable, ore milling, the phonograph, or duplicating processes shall not come under this agreement;###For three months after submission of an invention, TAE shall not offer it for sale or make its character known to others; during this period company shall have the exclusive option of acquiring the right to manufacture the devices or articles to which the inventions relate; if company during this period fails to notify TAE in writing of their intention to manufacture, TAE is freed from obligation to company; if company decides to manufacture and sell an invention, it will execute a deed of trust covering all the company's property, which will be used to secure bonds to be issued to raise money to build and equip factories for the purpose; bonds will be issued in "distinct series" with none given preference in denominations of [blank] dollars, maturing in [blank] years with interest at 5% per annum; each invention manufactured will be funded by a separate series of bonds; first series bonds will be offered to stockholders, other than TAE, at par in proportion to their stockholdings; all subsequent series shall be offered to the registered bondholders, other than TAE, at par in proportion to their bondholdings.###Upon the sale of bonds and after proceeds are credited to company, TAE will assign to the company the exclusive right to manufacture and sell the invention in the US and to establish a factory to make such invention. In cases where TAE has not yet applied for patents, he will promptly do so and grant exclusive licenses to the company. If the company deems it preferable not to obtain a patent but to preserve an invention as a trade secret, TAE will disclose and describe the invention in writing to preserve it as a trade secret; if the company shall at any time desire a patent TAE will file the papers for the patent and grant the company exclusive manufacturing rights.###Upon the assignment of an invention, the company shall issue stock to TAE at par in double the amount of the series of bonds sold to build and equip the factory; TAE will donate half his stock to the bondholders of the particular series; the same arrangement to be made in consecutive series of bonds until the full number of bonds authorized under the deed of trust and the entire capital stock of the company shall have been issued.###If after an industry or factory has been started TAE makes new or further inventions relating to the article or to the process of manufacturing, the company shall be entitled to them without further consideration to TAE; company shall pay expenses of procuring patents or will reimburse TAE for procuring patents as a condition of acquiring rights; company will institute lawsuits to curtail infringements of the patents when deemed in its interest; costs of suits will be borne by company.###TAE will control the building, equiping, management, and operation of all factories; general business of the company and method of sales will rest exclusively with the Board of Directors; aside from monies to keep factories in working order, to fund the reserve for retiring bonds, and to pay interest on bonds outstanding, all net profits shall be distributed yearly as dividends on stock; money shall be set aside for a sinking fund to retire mature bonds in the sum the board determines; sinking fund to be invested in government, city, state bonds or in first mortgage bonds of a railroad that pays dividends; fund shall not be used for expenses or liabilities of the company or for the development of its businss or the establishment of new industries; The contract between TAE and company will continue for four years; if after two years, the company has failed to pay interest on the outstanding bonds and five percent on stock, "either party shall have the right, upon giving to the other sixty days notice of his desire and intention to do so, to terminate and cancel the same."
Mentioned
Date
1887-00-00
Type
Folder/Volume ID
D8704-F
Microfilm ID
119:384
Document ID
D8704AGU
Publisher
Thomas A. Edison Papers, School of Arts and Sciences, Rutgers University