[HX89056], Agreement, Thomas Alva Edison, Everett Frazar, Frazar & Co, Edison Phonograph Works, December 1889


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[HX89056], Agreement, Thomas Alva Edison, Everett Frazar, Frazar & Co, Edison Phonograph Works, December 1889

Editor's Notes

AGREEMENT made this [space left for day] day of December 1889, by and between THOMAS ALVA EDISON, of Llewellyn Park, New Jersey, of the first part, and the EDISON PHONOGRAPH WORKS OF Orange, New Jersey, of the second part, and EVERETT FRAZAR and JOHN LINDSLEY, composing the firm of FRAZAR and COMPANY, of Yokohama, Japan, of he third part##WHEREAS the first party is the inventor of what is generally known as the Phonograph, which invention is more particularly described in Letters Patent of the United States, No. 200,521, dated February 19, 1878, for an "Improvement in Phonographs or Speaking Machines," and upon or including which invention Letters Patent of various foreign countries have been granted to the first party; and#WHEREAS the third party desires to act as the agent of the first party to introduce and exploit the aforesaid invention in he Empire of Japan, and he first party is willing to appoint the third party his agent as aforesaid, on th terms and conditions herein set forth;##NOW, THEREFORE, it is agreed by and between the said parties hereto as follows, that is to say:##FIRST: The first party hereby appoints the third party his sole and exclusive agent for the introduction and sale in the Empire of Japan, but not elsewhere, of the aforesaid Phonograph and all appliances and supplies necessary to the operation thereof, including phonogram-blanks, phonograms, and instrumental or vocal records. The first party further agrees that this agreement shall cover not only what inventions he has already made relating to Phonographs and supplies as aforesaid, but also such as he may at anytime hereafter make during the continuance of this agreement. <TAE? marg: [crossed out: Korea] OK>##SECOND: The third party shall have the right to appoint sub-agents for the exploitation, introduction and sale of the said Phonographs and supplies within the aforesaid territory, on the terms and conditions herein provided for, but such sub-agents shall not in any way whatsoever bind the first party save and except as he may from time to time specifically consent in writing. Moreover, the third party shall not appoint any corporation as its sub-agents as aforesaid, nor assign this contract, either in whole or in part, to any corporation nor assign any interest hereunder, without first having obtained the written consent of the first party. <TAE? marg: OK>##THIRD: The second party hereby agrees to manufacture and supply the aforesaid Phonographs and appliances and devices appertaining thereto, to the third party, and to deliver the same at the actual cost of manufacture plus twenty per centum thereof, (together with an additional charge of Ten Dollars on each and every Phonograph supplied, provided for below in the fourth section hereof), the said contract to manufacture to include cost of labor, material and general expense, and included in general expense shall be fiver percentum of the said aggregate cost of labor and material, for depreciation of plant, as well as such royalties for the use of patent as the second party may be compelled to pay. <TAE? marg: 200 $10 20%>##The terms of payment for Phonographs and other articles delivered to the third party as aforesaid, shall be one-half in cash in the sixty days [overstruck: promissory notes of the third party, drawn with interest at the rate of six per centum per annum.] [replacement text written by TAE?: and ½ in form of promissory note @ 6% at two [----] required] <TAE? marg: What dist for cash settlement?>##FOURTH: In addition to the cost of manufacture plust twenty per centum, to be paid by the third party as aforesaid, there shall be added thereto the sum of Ten Dollars, as already mentioned above, for each and every Phonograph, as a special royalty or compensation payable to the first party, and the second party shall at quarterly periods, or at such other regular periods as may be agreed upon between it and the first party, account for and pay to the first party the said royalty without any deduction whatever, and shall further furnish the second party quarterly as aforesaid, with a written statement containing the full and complete details of the transactions relating thereto, and the first party shall have reasonable access to the books and records of the second and third parties, to verify such accounting and statements. <TAE? marg: Royalty only on sales as reported from Japan>##As regards all phonographic appliances and supplies, including phonogram blanks, phonograms, and instrumental or vocal records, as aforesaid, there shall be added to the cost [following overstruck: of manufacture, plus twenty per centum, to be paid by the third party as above provided for, an additional amount as a special royalty or compensation payable to the first party, the same proportion to the selling price of said several articles as aforesaid, as the above mentioned royalty of Ten Dollars for a phonograph is from time to time to the said selling price thereof [replacement text handwritten by TAE?: of such articles to the first party 20% of ?settlement?] FIFTH: The third party agrees and guarantees to the second party to order and purchase phonographs at the rate of not less than Two hundred per annum, during the continuance of this agreement and as herein provided for, any excess of orders of one year not being considered as regards any other year, but each year to stand by itself. In the event of the said purchases of the third party being in any year less than Two hundred phonographs, either of the other parties hereto may at will terminate this agreement at any time within three months of the end of the year in which less than Two hundred phonographs shall have been purchased, provided that at least thirty days written notice of such termination be served on like thirty days written notice, on the other party. [preceding paragraph overstruck]##SIXTH: The third party agrees not to manufacture, or authorise the manufacture of, either in Japan or elsewhere any of the articles covered by this agreement, but shall purchase and procure the same entirely from the second party, so long as this agreement lasts. <TAE? marg: Korea>##SEVENTH: This contract is made with the third party by reason of the confidence of the other parties hereto in the personal ability of the persons composing the said third party, to properly exploit the sale and introduction of the articles covered hereby, and as a condition hereof it is agreed that the persons composing the third party shall actively devote themselves thereto and shall provide the necessary means therfor.##In the event of the death or retiring from business of (either or) [preceding parens added] both of the persons constituting the third party hereto, this agreement shall thereupon ipso facto determine and cease, save and except as it may be extended by mutual consent, but unless terminated as afore said or as otherwise provided for elsewhere herein, this agreement shall continue until and including the 31st day of December, 1894, at which time it shall end. <TAE? marg: No Time to close stock & outstanding obligations Renewal by mutual agreement>##IN WITNESS WHEREOF the first party hereunto set his hand and seal, and the second party has caused its corporate name and seal to be hereto affixed and attested by its proper officers thereunto duly authorised. And the parties composing the third party have hereunto set their hands and seals, this agreement being for convenience executed simultaneously in two parts. Done at the City of New York, State of New York, United States of America, on the day and year first above named. [position of signatures indicated on following page]




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