[D9238AAY], Memorandum, Thomas Alva Edison, 1892


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[D9238AAY], Memorandum, Thomas Alva Edison, 1892

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Thomas A. Edison Papers, School of Arts and Sciences, Rutgers University


1st Contract
Bet Edison + Edison Phonograph Co
Dated 28th Oct 1887
1st Edison assigns all phono patents filed up to Oct 21 1887 and all future patents + inventions from 28 Oct 1887 until 28 Oct 1892
2nd Consideration sued by Edison 11 960 shares
3rd Co. is to pay all patent expenses
4th Give Edison sale right mfr under any + all future interventions acquired by Co
5th Edison agrees equip factory +mfr on basis of Labor material + General Expenses plus 20% profit
6th Edison given right to mfr for export
7th Should Edison fail fill orders period 6 months of if machine badly made Co have right license others mfr to extend only make up deficiency if Edison default for one year filling orders Co may may build factory but such factory not to have capacity in excess of the then demands + not thereafter by enlarged without further default on part Edison
On all phono or supplies sold by Co Edison to receive royalty 20 percent thereof to cost thereof to Co
If Co licenses outsiders to mfr adjuncts to the inventions Edison receives 40 percent of sums paid
There are some other modification as to royally to Edison on extras or adjuncts when dealing with outside parties
All royalties must be paid for a period not shorter than 17 years + paid quarterly
Edison transfers Briggs+ Jaques Toy to Co
Edison having entered into contract with Gouraud for foreign Co. Co will not sell for export Speaks of the old January 30 1878 Edison spkg Co
Contract between Edison + Edison phono works, May 12th 1888.
Recites Edison's agreement between himself + E Phono Co Oct 28 87
Also recites that Edison has agreed one half product factory to go to Gouraud under us for Europe Contract,
Further records[?] that the phono works is desirous of assuming Edison's obligations to mfr under his contract with E. Phono Co + Gouraud
The E Phono Co grants works sale because mfr gives right to works to mfr for export.
Basis Labor material genl ex + 20% profit
Says that no phonograph or supplies shall be sold by factory for foreign use save to Gouraud or such reasons he may designate.
The Works gives Edison as consideration for transferring his sale right to mfr 52% of its entire cap stock as + when same may be issued i.e. for every four + eight lentghs shares of stock sold or issued for property by phono wks Edison is to get five + two tents shares until present capital of 300,000 is issued
+ wks agrees for 25 yrs from date that if any further increase in Capital E is still to have 52% of the stock so need by E 38% of the stock need by E so to be assigned to a trustee on following conditions
The 38% stock is not entitled to my dividends but in case earnings of works exceed in any one year 25% on its entire stock exclusive if suck stock in trust then it will precipitate valuably with other stock in such excess. Edison shall have exclusive right rate trust stock + trustees must give proxys. Trust stock gets nothing of property of trust.
Contract Edison with Lippincott 28th June 1888
Recites E inventor phonograph "transfer inventions to Edison phono Co also contract for mfr with phono works + speaker of the contracts.
Says Lippincott desires form Co. export phono + graphone Lipp agrees to buy + E agrees to sell entire cap stock E phono co except 150 shares on the payment to Edison of $500,000. The 150 shares referred to was the Hemmingway stock with the collateral
Recites that if Lippincott as agreed ie form a Co + pay the money then the old Edison phono Co, + the phono works will modify their contracts as to permit Edison to make certain contracts with the American phono Co (then so called) in a form + pay the money then the old Edison phono co, + the phono works will modify these contracts as to make certain contracts with the American phono co (then so called) in a form + containing provisions of annexed contracts. Marked contract between Edison + Amen phono co contract bet phono wks + amen phono co, such contracts + no others to be executed within said 30 days All the stock was deported (except the 150 shares) with Garfield safe deposit co. If Lip failed to pay or carry out contracts then contract was off + lip got shares at par for what money he had paid.
Lippencott agreed to purchase all the shares old old Edison Speaking phono co of 1878 + prevent any claims against Edison from that source if Edison assigned 1200 shares of that stock to Lippincott which Edison owned.
Annexed Contract spoken off forming part of these above.
Bet E + Amer pho co Recites how phono + graphophone be said, no prejudice no part of phono shall be used on graph or Vica Verra model at date of contract furnished by Edison is considered the phono + model + one of the some 300 mfg by W Ealern Elich Co be considered model graphophone.
Any improvement or invention made by Edison [illegible] 15 years from date on phono as may exist be assigned to amer phono co without further compensation but any special phono or special extra such as duplicate records or any invention by which use of phono enlarged etc Edison shall have a royalty of 15% on mfrs prior to co. All patents issued on such inventors shall belog to Amer pho co co paying all expenses procuring same.
Edison to conduct experiments the Co shall allow him to draw 1st year from data 15,000 2nd year 10,000 3rd 7,500 + yearly for ten years thereafter 5000 these expenses to be a central cost. to Edison
Co must not sell in foreign countries
In case Lippincott fails to pay the 500,000 the contract to be null + void
Ammend contract phono works + amer phono co
Grants exclusive right mfr regular basis except additional 5% allowed for depreciation gives works right of export.
See if the stock of the Edison Phono Co stands in the names of the original holders with their names on the back
Etc Contact between Lippincott + North American Co dated July 18 1888 Nothing abstracted
Contract Edison with North Amer Co + Lippincott Dated Aug 1 1888 substantially same as annex contract to that of 28th June 1888 Control Aug 1st 1888 with Works + North Amer Co + Lippincott substantially same as annex to contract of June 28 1888 Contract Sept 11 1888 Between Edison Phono Co + Edison appoints Edison its selling agent contract fell. Letter from Edison to Lip-Sept 28 1888. Edison receives 4 promissory notes 2 for 100,000 each 12 days. 1 of 87500 for 33 days 1 of 887000 " 63 days an order on metropolitan phono co for 100,000 payable Oct 1880.
Ditto same amount + date on New England Phono Co + 11850 shares stock Edison Phono Co stock in 6 cents endorsed by myself + others in blank + I am to hold stock as securely for payment your notes with full [illegible] power.
Present Co and remain same with any charges E may see set fit to make until stock is either forfeited or turned over to you.
If New Eng + Metro palilan make payments agreed these Cos to have full license for their territories under all the phono patents it the Edison Phono Co has sub to contract with phono works.
Should Lip default on payment of any notes Edison to have right dispose of stock in any way he sees fit accounting only for surplus + you Lip forfeir 125,000 already paid.
Letter signed Edison by Insull
Contract date Oct 10 1888 between Edison E Phono Wks North Amer Phono Co + Lippincott merely correcting few words former contracts relating to phono for export contract Oct 12 1888. Believe Edison. The Edison Phono Co + the Edison Phono Works the North Amer Phono Co + Lippincott.
Relates to the Metropolitan + New England phono Co. How incase Lippincott fails to pay Edison their title is good if they fail get supplies can buy direct from phono works stay + Lip have performed all their respective promises made in contract of June 28 1888 + have released each other from any and all further obligations hereunder Metropolitan phono Co has Counts of N.Y. Westchester, Suffolk Richmond Kings + Queens. contract Oct 30 1888 between Edison Lippincott North Amer phono Co States Edison debt at 175,000 deducts Hemingway stock leaving debt 152,500 North Amer Co + Lip on account of joint contracts are [illegible] extend time payment Edison agrees takes 43,750 payable Jany 5 1889 43,750 payable Feby 1 1889 + 65,000 Mch 1 1889 said 3 payment [illegible] by promising notes with 6 percent interest drawn by Lip endorsed by Co.
Collateral given 11,850 shares Edison phono Co with right to E to sell either pub or private sale Lip also gives E 6,100 shares name on stock to be wholly or partly Edison's up in the success or failure of Lip t sell a block to the public through public subscriptions contract between Lippincott Edison + North Amer Phono Co 22 July 1889
Further extension of payment of the 65,000 note, gets Edison phono Co 11850 shares as collateral. This contract says I returned the 6,100 shares for North Amer Stock + Lippincott acknowledges receipt contract July 30 1889 bet Lippincott and Edison
Edison agrees give more time to perfecting phono
Says in former contracts no provision was made whereby The Amer Co acquired invention made between July 17 1888 + Aug 1 1888. This is corrected + Edison agrees to sign papers giving little as was done prior + subsequently to these rates give E consideration 6100 shares named stock with the usual string attached about his publicity bringing out Co + getting some back.
Contract 31/Oct 1889
Extension of 65,000 2 months usual collateral interest 22nd Jany 1890 Edison Phono Co Edison Phono Wks Edison-Lippincott North Amer Co
Simply confirming all round the rights of phono wks to sale right to mfr contract 11th March 1890
Assign Edison + Lippincott dated April 1 1890 extends Lippincott's times for bringing out Co [illegible] the amount of Stock. E gets of the 6100 fixed contract July 17 1888 between E + Edison phono co.
Speaks of contract of Oct 28 1887 then of the works, Lippincott North Amer etc contracts co is asked to modify agreements with E to permit him enter into contracts with Lippincott etc.
It does thus
releases E from assigning any new + further investigations or phonos etc hereafter made by him.
It permists E to mfg + sell phonos etc to N Amer Co
E releases co from paying royalties + % of profits
These changes are all made on assumption that Lippincott will fully carry out this contract. agreement June 1st 1892 bet Edison + North Amer phono co
Think this is last extension of note contract; only change is right given Edison for 1st time to bid himself on public sale.
Contract Mch 11 1890 assignment of license from Edison to phono works at Toy Contract Rights
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