[HX89053A], Agreement, Thomas Alva Edison, George Edward Gouraud, Thomas Bernardr Connery, November 17th, 1888
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Title
[HX89053A], Agreement, Thomas Alva Edison, George Edward Gouraud, Thomas Bernardr Connery, November 17th, 1888
Editor's Notes
[prefaced as part of an agreement of 8910015: Whereas an instrument in writing of which the following is a copy was, on or about November 17th 1888, duly executed by George E. Gouraud and Thomas Alva Edison and delivered to Thomas B. Connery and accepted by him:--] Dear Sir:-- We the undersigned hereby offer to agree with you as follows:--## 1. You are within a period of three calendar months to obtain from the Government of Mexico an exclusive license or concession ( 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 Americas 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 further 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 Deeds of Incorporation and Regulations to be approved by the undersigned. III. FORTHWITH after the formation 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 Gov- ernment in consideration of shares or interest or fully paid shares in the capital of the Company to the amount of one third part of such capital. SUBJECT to your performance of the above obligations we the undersigned will transfer or assign or otherwise will grant to the Company the exclusive right during the said period for which the License or Concession shall be granted to vend and use in the Republic of Mexico the Inventions and imp provements 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 to 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. 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 first year at a price to be agreed on but not exceeding fifty dollars per in- strument, the price for all phonographs supplied to the Company during continuance of agreement not to exceed the said sum of fifty dollars per instrument save when the cost of production thereof is increased beyond the cost of production during said first year by reason of improvements therein, increased price of materials employed in the manufacture thereof or otherwise. Such agreement shall contain 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. VI. 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 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 said capital is otherwise offered for subscription. VII. In case the License or Concession referred to in Clause / 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 consent be extended, failing which this agreement shall ipso facto become void on the expiration of the time limited by Clause I or by Clause 2 as the case may be and thenceforth neither party shall have any claim against the other 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 G. E. Gouraud.Thoma Alva Edison. I agree to the above Thomas B. Connery.
Date
1888-11-17
Type
Folder/Volume ID
HX89-F
Microfilm ID
145:360
Document ID
HX89053A
Publisher
Thomas A. Edison Papers, School of Arts and Sciences, Rutgers University