[HX88036], Agreement, Henry Villard, Thomas Alva Edison, 1888


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[HX88036], Agreement, Henry Villard, Thomas Alva Edison, 1888

Editor's Notes

Summary: draft contract between Thomas Edison and Henry Villard. Edison promises to devote a “large portion” of his time at the new laboratory facility he has recently built, inventing commercially useful things, and to give Villard full notice of his discoveries, will file for letters patent in the United States (and possibly other countries), sharing his trade secrets with Villard. Villard will also receive one-half interest in all inventions. Villard will have the sole right to determine what inventions shall be exploited and in what manner, including the right to sell inventions and licenses, in which case Edison will receive one-half interest. If he decides to manufacture any of edison’s inventions and requires outside capital to do so, then he is allowed to grant the financier as much as 40 percent interest in the enterprise, splitting the remaining 60 percent between Edison and himself. Edison also reserves the right to buy back all interest in his inventions from Villard. Villard agrees, in turn, to defray all of Edison’s expenses for the conduct of experiments, though he shall not be expected in any one year to pay more than $42,100. He also agrees to defray all of Edison’s expenses in pursuing patent rights for his inventions. Edison’s current laboratory expenses are calculated at $90,100, $52,000 of which I per annum is paid by various persons and corporations with which Edison has existing contracts. The remaining sum of $38,100 is the sum which Villard is expected to cover under this agreement. Appended to the agreement, and entitled “Exhibit A,” is a list of inventions on which Edison has been working and which are covered by this agreement, though this list does not exhaust inventions so covered. This agreement is not to affect existing agreements relating to the milling of ores, the phonograph, the telephone, the electric light, the transmission of power, and the duplication of copies by the making of stencils. The agreement is in force for five years. Villard can terminate the agreement by giving 30 days notice in writing whenever he desires. Villard may also associate others with him in the performance of the agreement, who shall enjoy his same privileges and liabilities, except for the right to determine which inventions to exploit, due to the special trust between Edison and Villard.




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