Williston - Sections 1643 and 1646 see. Grant v. Pratt, 52 App. Div. 640, 65 N. Y. Supp. 486, 87 App. Div. 490, 84 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. 611,47 L. R. A. (N. S.) 413.
Agreement made............between................., hereinafter referred to as the Seller, and................, hereinafter referred to as the Purchaser, in consideration of the mutual covenants herein contained, Witnesseth:
1. The Seller represents that he has invented and discovered a secret process for................ The said process is hereinafter referred to as the secret process. The Seller further represents and warrants that he has not at any time divulged or imparted the said secret process or any part thereof to any person or corporation whatsoever and that he is the absolute owner thereof, free and clear of any and all hen, charge, claim and demand.
3. Upon the execution of this agreement, the Seller agrees to deliver to the Purchaser a manuscript description of his said secret process, accompanied by all memoranda, data and information now in his possession relative to the said secret process, and the Seller further agrees from time to time as new information or data come within his knowledge, forthwith to deliver written descriptions and memoranda thereof to the Purchaser. The Seller agrees that he will never directly or indirectly at any time impart or disclose knowledge or information of the said secret process or improvements thereon, to any person except those persons designated by the Purchaser.
4. The Seller agrees forthwith fully and correctly to instruct at least two persons designated by the Purchaser in such secret process, and in the practical application and use thereof, and the Seller agrees that he will at any time in the future when consistent and convenient with his other business, continue and renew such instruction of such persons or of such other persons as may from time to time be designated by the Purchaser, both in the secret process now known to him and in the practical application thereof and in any improvement thereof. If either of the two persons designated to be instructed as aforesaid should be incapacitated or should fail to have the ability or willingness to learn the said process and the practical application thereof from the Seller, then the Seller shall so notify the Purchaser and the Purchaser shall designate another person to be instructed, and the Seller agrees fully and correctly to instruct such substitute, and the Seller's obligation to instruct hereunder shall not be fulfilled until he shall have so instructed two persons designated by the Purchaser. All instruction shall be at the Seller's shop unless work at some other place shall be necessary to complete such instruction.
5. The Purchaser agrees to pay the Seller as the purchase price for the said formula and in consideration of his instruction, a royalty of............dollars, until............dollars shall thus have been paid to the Seller by the Purchaser. The
Purchaser agrees to render statements to the Seller..........., and to accompany such statement by a remittance for the royalty, and the Purchaser agrees to continue to render such statements until the Seller shall have been paid............
dollars without interest and without deduction of any kind.
6. The Purchaser agrees immediately upon the completion of the instruction of its representatives to enter upon and by all reasonable endeavors to promote the manufacture and sale of
................manufactured by the use of said process, until such royalties shall have been paid in full.
7. The Purchaser agrees to permit the Seller not oftener than............to examine its books and vouchers in relation to sales of............either in person or by a competent and trustworthy accountant, until..........shall have been paid.