[HX89048], Agreement, Thomas Alva Edison, Edison Phonograph Toy Manufacturing Co, August 6th, 1889

Item

Abstract

Whereas Edison made agreements dated October 1st 1887 and April 4th 1888 with Lowell C. Briggs and William W. Jacques, and two agreements made August 6th 1889, one between the North American Phonograph ompany and the Edison PHonograph Toy Manufacturing Company, and the other between the Phonograph Company and the TOy Co, touching patent rights to dolls and toy figures in the US and Canada, and whereas the TOy Co is the owner of letters patent 389,299 and 400,851 granted to William W Jacques, and other similar patents, and expects soon to acquire other similar patents in this country and others, and whereas The Toy Co wishes to grant Edison exclusive license to manufacture said inventions and improvements ## Therefore, in consideration of mutual promises and one dollar paid the parties agree: ## First, The Toy Co grants Edison the sole and exclusive right to manufacture the phonographs applicable for dolls or toy figures in all parts of the world ## Second, Edison agrees to manufacture the aforesaid phonographic mechanisms and deliver them to the Toy Co at the actual cost of manufacture plus 20 percent ## Third, Standard models of the phonographi mechanisms to be agreed upon by both parties, and from time to time additional standards shall be agreed upon, if desired by the Toy Co. If the parties are unable to agree then they go to arbitration as provided for in the tenth section hereof. After standards are fixed duplicate sets thereof shall be made, one for each party. ## Fourth, Edison is always to use and maintain the most modern facilities and machinery for these operations. If a dispute arises regarding this point it goes to arbitration, and if the decision of the arbitrators requires Edison to abandon old tools and machinery to procure new ones, the compensation given Edison will be limited to his loss on tools thus abandoned ## Fifth, The extent to which manufacture of these articles is to be carried out shall be regulated by the requirements of the Toy Co under the following restrictions: Within one calendar month the Toy Co shall give to Edison its firm order for the delivery of five hundred completed toy phonograph mechanisms per diem, exclusive of Sundays and legal holidays, the said order to continue in force for a period of not less than three months from the date of the beginning of deliery thereunder, and such delivery to begin as soon as Edison is ready, but not later than sixty days from the receipt by the second party of such order. ## Should the Toy Co desire either to increase or diminish the aforesaid daily amount of output, to take effect after the expiration of the said three months, it shall serve written notice upon Edison, at least six weeks before the expiration of the said three months, and at least six weeks before the date when such increase or diminishing of output is to take effect: and should the Toy Co desire at any time thereafter to again regulate the amount of daily output, written notice thereof shall be served upon Edison, which shall take effect six weeks after the receipt thereof, Edison agreeing to at any time increase or diminish the said daily output, to the extent of at least five hundred per diem, after the expiration of six weeks from the date of the receipt of any of the said written notices. ## It is agreed that no notice shall be given until at least three months shall have expired since the receipt by Edison of the next preceding notice, also that the change in the increase or decrease of output required by any notice shall not exceed five hundred of the said manufactured articles per diem. In the event of any loss on account of waste or depreciation of plant being incurred by Edison in consequence ofdecrease, a reasonable amount for such loss shall be allowed and promptly paid by the Toy Co. In case of disagreement, as always, arbitration. Due allowance for delay caused by fire, labor strikes, or unavoidable causes shall be made to Edison as above provided for, or in increasing the daily output as aforesaid. ## If Edison fails to manufacture sufficient articles to fill the Toy Co's orders, and should such failure continue for a period of three months after written complaint, etc., the Toy Co may manufacture these articles itself or license some other party to do so, which shall, however, be stricly limited to the amount of the average daily deficit set forth in said complaint, still as far as possible subject to all other terms of this agreement. Disagreement about this is sent to arbitration. ## Articles manufactured under this agreement are expected to be immediately packaged and shipped, and Edison is at no time required to accumulate articles in storage for longer than one month, and has the right ship them to the Toy Co at the end of every month. ## Sixth, At the expiration of one calendar month Edison shall render the Toy Co the articles manufactured under this agreement during the said calendar month, as well as a bill for the cost. The Toy Co is to pay within 15 days, the full amount, based on articles actually shipped. ## Edison agrees to give the Toy Co whatever data or information it may require from time to time to prepare and make the statements and reports required by the aforesaid agreements of even date herewith, one by and between the Toy Co and the North American Phonograph company and the other with the Edison Phonograph Company. ## Seventh, It is contemplated that the manufacture take place within the US for both domestic and export business, but Edison reserves the right to manufacture in other countries to such extent from time to time as desirable, always respecting the laws of those countries. This is particularly the case for countries which require the manufacture of these items to take place within those same countries as they are sold. if Edison fails to establish factories in these countries within a reasonable time after the Toy Co demands it, the Toy Co has the right to establish such factories itself or license others to do it, but in no way will the articles so manufactured be exported beyond the boundaries of the countries in question. ## Eighth, Should the Toy Co desire to complete its phonographic dolls at the factory of Edison, by attaching arms, heads, etc. to the phonographic mechanism, Edison will provide facilities and labor for this, charging only such sums as are proper and usual, to be settled by arbitration in case of disagreement, but succh charges are not to be considered as a part of the cost or manufacturer's pricce of phongoraphic mechanisms and articles as provided for in the second section hereof. ## Ninth, The Toy Co agrees that it will hereafter from time to time when requested so to do by Edison, execute such other and further grants, licenses or other instruments in writing, as may be reasonably necessary or requisite to more fully carry out the true intent and purposes of this agreement. ## Tenth, In case any disagreement arises, each party shall select one arbitrator, who will in turn select a third, and the decision of the majority of the arbitrators is binding. If the dispute involves manufacuring or any technical scientific manner than arbitrators will be chosen from experts familiar with such subjects. ## Eleventh, Edison agrees that while this agreement is in force he won't be connected with the manufacture of any of these articles or dolls except as herein authorized. ## Twelfth, This agreement continues in force for the life of all grants license or patents relating to phonographic dolls unless sooner terminated. ## Thirteenth, Edison may assign this license to a corporation in which he holds a majority and full voting control of the capital stock, but to no other party, suh assignee to possess all the rights and benefits, and to be subject to all the duties and obligations, herein provided forL and if in case of such assignment the second party thereafter during his life and prior to his death parts with such majority and control, then such assignment shall, at the option of the Toy Co, on three months written notice given by the Toy Co to both the assignee and Edison become void and of no effect. ## [This agreement canceled 12 November 1895 and all rights thereunder surrendered to Edison.]

Date

1889-08-06

Decade

1880-1889

Type

Identifier

HX89048

Folder Set

HX89

Title

[HX89048], Agreement, Thomas Alva Edison, Edison Phonograph Toy Manufacturing Co, August 6th, 1889

Microfilm ID

145:336

Publisher

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