The Thomas A. Edison Papers Digital Edition

Transcription

General Electric Company
WITH
_______________Company.
D.
Contract and License.
(LOCAL COMPANY.)
C.G. Burgoyne, Walker and Centre Sts., New York. D.
Contract and License.
(LOCAL COMPANY.)
________________
Agreement, made this    day of     189 , between the General Electric Company (a corporation of the State of New York) hereinafter called the Licensor, and the                       Company (a corporation of the State of        ) hereinafter called the Licensee.
The Licensor having supplied or agreed to supply to the Licensee certain apparatus, the same to be held and used, subject to the provisions of this instrument, solely for the purpose of central station lighting in the following described territory:

the Licensee is hereby licensed by the Licensor under its letters patent and licenses (now or hereafter owned by it) to use said apparatus in said territory, but nowhere else; this license to cease upon a breach by the Licensee of any of its covenants or of the conditions hereinafter contained.
First.  The Licensee admits and covenants that it will at all times hereafter admit the validity of the letters patent now or hereafter owned by the Licensor, or under which it has or shall have a license; that it will not violate nor infringe said letters patent, or any of them, nor contest either the validity of the same or the scope of the claims thereof, or the title of the Licensor thereto, nor aid nor encourage others in so doing. 
Second.  The licensee covenants that it will not use said apparatus, nor allow the same to be used, except within the territory aforesaid, and in connection or circuit only with apparatus purchased by it directly from or with the written consent of the Licensor, and will not allow the same to be used except for the purpose of central station lighting.
Third.  The Licensee covenants that it will not sell nor transfer nor lease said apparatus, or any of it, nor allow it, or any part thereof, to be removed from said territory without the consent of the Licensor in writing first obtained specifying the place or territory to and in which the same may be removed and used.
Fourth.  The Licensor covenants that it will consent to the sale, transfer or removal of said apparatus, by the Licensee, on its appearing to the satisfaction of the Licensor that the same will not interfere with any territorial rights at that time recognized by the Licensor in other Licensees: and provided, further, that any party to whom the same shall be transferred shall execute a contract with the Licensor controlling and limiting his rights in and to said apparatus, of the same general purport and effect as this contract.
Fifth.  The Licensor covenants that in case any suits are brought against the Licensee or any of its customers, alleging infringement of letters patent by the use of the said apparatus, or any portion of the same, the Licensor agrees to manage and defend said suits at its (the Licensor's) own cost and expense, and to pay all sums that the Licensee or any of its customers may be adjudged or decreed to pay in such suits, as damages, profits or costs of suit; provided that said alleged infringement is because of the use of apparatus manufactured and furnished by the Licensor, and not otherwise, and provided also that written notice of the service of process in any such suit, and of any action taken by the complainant therein, be given without delay by the Licensee to the Licensor, and that the agents and officers of the Licensee give to the Licensor all needed information, assistance and authority in any such suit. The Licensee agrees that the Licensor shall have the management and control of such suits.
Sixth.  It is hereby covenanted and agreed by the parties hereto that all additional apparatus of every kind hereafter acquired by the Licensee from the Licensor shall be subject to the limitations as to title, and otherwise come under the operation of this contract and license to the same extent and in the same manner as if the same were acquired at the date of this contract; and the Licensee hereby agrees not to deface nor to remove any marks or attachments placed by the Licensor upon any of said apparatus.
Seventh.  The Licensor covenants that in consideration of the issuance and delivery to it of certain shares and percentages of the capital stock, or bonds, or both, of the Licensee, as hereinafter provided, it will not sell to any person or persons other than the Licensee any apparatus of the Licensor's manufacture for use in central station lighting in said territory, so long as the Licensee shall faithfully perform and observe all the covenants and conditions in this contract and license contained; and a waiver by the Licensor of any breach of any of said covenants or conditions by the Licensee shall not be construed as a waiver of any subsequent breach of the same or any other covenant or condition herein contained.
Eighth.  The Licensor hereby covenants to sell to the Licensee from time to time for cash, or on such terms as may be agreed upon, such apparatus as at the time may regularly be made by or for the Licensor and may be needed by the Licensee for its use in said territory for central station lighting, at the lowest current prices of the Licensor to its other licensees under this form of contract and license for similar apparatus purchased in like quantities.
Ninth.  The Licensor specially reserves the right to sell in said territory apparatus for isolated lighting as distinguished from central station purposes, and also all apparatus for lighting cars, car-houses and stations of street or other railway companies.
Tenth.  The Licensee covenants that it will diligently prosecute and extend its business of central station electric lighting in and throughout said territory by establishing additional stations or otherwise, and will in all good faith create as large a demand as possible for electric lights; that it will supply such demand by all necessary additions to its plant; and that in its said business it will not use any apparatus not purchased by it directly from or with the consent of the Licensor; that it will keep suitable and accurate records and books of account of its operations and financial condition, and so long as the Licensor shall hold stock or bonds in the Company of the Licensee the latter will afford the Licensor free access to such records and books, and will supply to the Licensor upon its request statements of its said operations and financial condition on forms supplied by the Licensor.
Eleventh.  The Licensee covenants that upon the execution and delivery of this contract it will issue and deliver to the Licensor as the absolute property of the Licensor (     ) shares, fully paid and non-assessable, of the capital stock of the Licensee, and               dollars ($    ) of its bonds, and also, from time to time, an additional capital is needed with which to prosecute and extend its business as aforesaid, it will procure the same by increasing its capital stock or by an issue of bonds, of which increase of stock, fully paid and non-assessable, or issue of bonds or both,          per cent. thereof shall be delivered to the Licensor as its absolute property, without any further consideration than the license and other provisions of this contract. 
Twelfth.  All statements and representations of fact, agreements and guarantees made by agents of the Licensor shall be merged in this contract. This contract and all modifications thereof and supplements thereto shall be binding upon the Licensee from the date of the execution of the same respectively by it, and shall be binding upon the Licensor only from the date of the counter-signature of the same respectively by the President or Vice-President of the Licensor.
Thirteenth.  Apparatus as herein used (except as used in the ninth clause hereof) shall include all machines, articles, devices, and appliances now necessary or proper and as may hereafter become necessary or proper for use in central station electric lighting. 
In witness whereof, the parties hereto have caused these presents to be sealed by their respective corporate seals, and the same to be signed and attested by their officers thereunto duly authorized, the day and year first above written.  
GENERAL ELECTRIC COMPANY,
By
Agent.
Countersigned,
President.
Attest:
Secretary.

COMPANY.
By
President.
Attest:
Secretary