The Thomas A. Edison Papers Digital Edition

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Metadata

Title

[HM89ABC], Agreement, Thomas Alva Edison, George Edward Gouraud, Thomas Bernardr Connery, November 17th, 1888

Editor's Notes

This is a contract for Thomas B. Connery to obtain exclusive license or concession from the Republic of Mexico to vend phonographs and the patented inventions fo Thomas Edison within their territory, within three months. Within three months after obtaining the license or concession, Connery is to establish a company to use the license and vend the machines in Mexico. Edison in turn agrees to sell his machines to the company at no more than 50 dollars a machine, to allow Connery to use his patents, within limits. The method of dividing the capital stock is fixed in clause 6. Finally, should Connery fail to complete his task within the time limits prescribed, the contract is void. The document is signed and notarized. Text: Dear Sir, We the undersigned hereby offer to agree with you as follows, 1. You are within a period of 3 calendar months to obtain from the Government of Mexico an exclusive license or licenses soon (which on its face shall be transferable to the Company hereinafter referred to) to supply that Government for a period and on terms and conditions satisfactory to us with phonographs manufactured in accordance with the present or any future invention or improvement of Mr. T.A. Edison within the period for which the Concession may be granted for use in the Government Post Offices throughout the Republic of Mexico. 2. Within three calendar months after obtaining such license or Concession you are to form and establish in England or the United States of America or the Republic of Mexico a Company with limited liability having a nominal share capital of an amount to be hereafter mutually determined for the purpose primarily of acquiring and operating in Mexico (1) The Phonographic Inventions before referred to and all future improvements therein during the said period for which the concession may be granted and also (2) The License or Concession before mentioned such Company and its Deed of Incorporation and Regulations to be approved by the Undersigned. 3. Forthwith after the formulation and establishment of the Company you are to assign or transfer to the Company the License or Concession so to be obtained from the Mexican Government in consideration of shares of interest or fully paid shares in the Capital of the Company to the amount of one third part of such Capital. 4. Subject to your performance of the above obligations we the undersigned will transfer or assign or by License or otherwise will grant to the Company the exclusive right during said period for which the license or concession shall be granted to vend and use in the Republic of Mexico the Invention and Improvements of Mr. Edison in respect of his phonograph patented or during the period aforesaid to be patented in Mexico together with the right to call upon Mr. Edison to patent or procure to be patented in Mexico at the cost of the Company all essential improvements by him in the phonograph during the period aforesaid and not so as to prejudicially affect any rights with respect tot the subject matter of any such patent in any other country for shares of interest or fully paid shares in the capital of the Company to the amount of one other third part of such capital. 5. Mr. Edison shall enter into a binding agreement to manufacture and supply to the Company during the said period such phonographs as the Company may require. The Company to bind itself to take at least 1000 phonographs during the 1st year at a price to be agreed on but not exceeding fifty dollars for instrument. The price for all phonographs supplied to the Company during continuance of agreement not to exceed the above sum of fifty dollars for instrument save when the cost of production thereof is increased beyond the cost of production during such first year by reason of improvments therein increased price of materials employed in the manufacture thereof or otherwise such agreement shall contain all such provisions and stipulations as to the date and conditions of supply, the time and mode of payment and otherwise as may be mutually agreed. 6. The balance of the nominal capital of the company viz the remaining third part thereof shall be subscribed for as working capital each party hereto being entitled to an offer to take and subscribe the same in the proportions of the shares of interest or fully paid shares so as aforesaid to be taken by them before such capital is otherwise offered for subscription. 7. In case the license or concession referred to in clause 1 shall not be obtained by you within the time in that clause mentioned or in case the company shall not be formed and established to the satisfaction of the undersigned within the time by clause 2 limited for that purpose either or both of such times may by mutual agreement be included failing which this agreement shall ipso facto become void on the expiration of the time limited by clause 1 or by clause 2 as the case may be and thenceforth neither party shall have any claim against the othher by reason of such avoidance or by reason of anything done or omitted during the pendency of this agreement. We are Dear Sir, Yours obediently [signed] G.E. Gouraud Thomas Alva Edison Witness [----?] signature of George Edward Gouraud [C. Kelsey?] Witness to signature of Thomas A Edison David Luswell I agree to the above Thomas [Homery?] Witness to the signature of Thomas B. Connery A.O Tate [The last page is typed, and appears to be a certificate notarizing the BOVE document]

Author

Connery, Thomas Bernardr

Gouraud, George Edward

Edison, Thomas Alva

Date

1888-11-17

Type

Agreement

Subject

Contracts and other legal concerns

Patent assignments, licenses, and royalties

Cylinder phonograph

Folder ID

HM89-F

Microfilm ID

144:291

Document ID

HM89ABC

URL

https://edisondigital.rutgers.edu/document/HM89ABC

Rights

Thomas Edison National Historical Park

Publisher

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

License

CC0 1.0 Universal

Has Version

Archive.org Viewer, Microfilm Series Reel 144

Item sets

[HM89-F] Harry F. Miller File (1889)