Williston -1643 and 1646;

Grant v. Pratt, 52 App. Div. 540, 65 N. Y. Supp. 486, 87 App. Div. 490, 86 N. Y. Supp. 983, 110 App. Div. 149, 97 N. Y. Supp. 38, 110 App. Div. 867, 97 N. Y. Supp. 29. Aff'd without opinion 186 N. Y. 611. See also 47 L. R.A. (N.S.),413. Agreement, made............between..........hereinafter referred to as the "Manufacturer," and..........hereinafter referred to as the "Owner."

Whereas, the Owner has the exclusive knowledge, possession and ownership of certain inventions, formulae, secrets and processes which he has made use of in..........samples of certain of which............made by the use of said inventions, formulae, secrets and processes have been submitted to the Manufacturer, and tested by it.

This agreement witnesseth, that the parties hereto in consideration of the premises, of the mutual covenants herein contained do hereby mutually covenant and agree as follows:

1. The Owner will forthwith fully and completely instruct and advise any and all employees of said party of the Manufacturer as by it may be designated, in such inventions, secrets, formulae and processes, and in the practical application and use thereof; and will hereafter, at any time and at all times, consistent and convenient with his other business, continue and renew such instructions of such person as may, from time to time, be designated, and fully advise and instruct said Manufacturer, and its employees as designated, both in the said inventions, formulae, secrets and processes aforesaid, and in those which he may hereafter devise or which may hereafter become known to him relating to the manufacture, manipulation and preparation of................and kindred products; and in the use and practical application thereof; and will, from time to time, hereafter devote to the completion and improvement of such

................and kindred products, such further time and attention as may be necessary, and at his convenience and as he may find it consistent and convenient with his other business so to devote. The Owner covenants and warrants that at no time heretofore has he imparted to any one any of the said processes, secrets, formula or inventions, or in any manner suffered or allowed any person to become acquainted therewith, and that no person now has any knowledge obtained of or through him in regard thereto, and that he will at ail times hereafter preserve the secrecy of the same so that neither by his intention, sufferance, negligence or in any manner whatever, shall any person become acquainted therewith or with any portion thereof.

2. In consideration therefor the manufacturer will pay to the Owner moneys and royalties not exceeding in all..........

to be computed as follows: For all sales of goods manufactured by use of the said processes, formulae, secrets and inventions, there shall be paid to the Owner a royalty which on all goods listed on the price list of the party of the first part at..........

or over, shall be................, and on all goods listed on such price list at less than................, shall be........

until the whole amount paid to the Owner for and on account of said royalties shall aggregate.............................

3. In all cases of the sale of mixtures, wherein any goods made by use of said inventions, etc., are included, the royalties shall be calculated on the basis of the amount and value of the ingredients entering into such mixtures.

The manufacturer covenants with and guarantees to the

Owner that at least............dollars per annum in any event shall be paid upon the said royalties for the first.........

years after the date of this agreement, and that the same shall be paid by the manufacturer as follows:................on the execution and delivery of these presents and of said full and complete statement of said processes, inventions, secrets and formulae; which sum of................shall be charged against such royalty at the rate of................for each of said years; and also shall pay................per annum, in..........sums of................at the end of each

..........during said......years. Such payments so guaranteed shall be on account of the maximum sum of...........

hereinbefore mentioned.

4. The Manufacturer will also, so soon as and whenever the total amount of royalties credited to the Owner shall exceed the aggregate of all payments so charged against him............

as aforesaid, pay him each.........such excess as the same may from time to time exist, to the end that the minimum payment received by said Owner on account of said royalties shall be said cash payment of................, charged as aforesaid, and said sum of................per..........for.....

years, and that the maximum shall be the total amount of royalties credited, from time to time, until the same are the said sum of................. Such royalties are to be credited to said Owner on the books of the Manufacturer on or before................, and shall be paid on.................

The Manufacturer is not to pay any royalties to the Owner upon the goods which are given away as samples to solicit trade, nor upon goods returned for any cause, but only upon goods sold, delivered and finally accepted and retained.

5. In case at the end of............, the royalties credited to the Owner do not equal the payments made to him up to that time, there shall thereafter be no further payments made to said Owner, except for such balance of royalties in excess of all payments made, as may thereafter accrue, from time to time, in his favor, which said payments are to continue until the said Owner has received the full sum first above mentioned of

................and whatever said sum of................

shall be fully paid, all said inventions, formulae, secrets and processes, both those originally communicated upon the execution of this agreement and those thereafter discovered shall be the full and sole property of the Manufacturer free from any obligation, claim or royalty. In any event, unless the option provided for in paragraph fourth be exercised, this contract shall not terminate, nor the manufacturer cease to manufacture and sell said goods, nor cease to pay said royalties, until the full royalties of...............shall have been paid to the Owner.