9. The Company agrees to produce and manufacture the said...............in such quantities as are consistent with the demand for the same and facilities for manufacture.

10. The Company agrees to advertise the...........and to use all reasonable means to advertise and popularize the apparatus.

11. The Company agrees to create and maintain a special system of accounting for the manufacture of the said.....

..........., so that it will afford in separate and detailed manner a record of all those transactions, showing and indicating a clear survey and estimate of the profits of the department.

12. In the event that the Inventor fails to comply with any of the terms of this agreement, The Company shall have the right to withhold such funds as may be accumulated for payment to the Inventor until the violations on the part of the Inventor shall have been corrected and shall have ceased. If the Inventor should fail to render services to The Company, or manufacture or negotiate the manufacture of a similar........

........for himself or for other parties, directly or indirectly shall become so reduced as not to warrant further manufacture from the business point of view, whether said reduction of sales is due to inventions or improvements of other parties or to any other influences of any kind whatsoever.

The Company shall have the right to terminate this agreement immediately without forfeiting its right to manufacture under the said license herein granted, and to withhold from the Inventor payment of the amounts accumulated in favor of the Inventor on account of The Company's damages, it being agreed between the parties that in view of the complicated nature of the requirements for manufacture and sale of the said................, and of the importance to The Company of the personal services of the Inventor, it is impossible to estimate the exact amount of damages which will be sustained by The Company in the event of the Inventor's failure to abide by this agreement: and that the liquidated suras above referred to will represent the minimum amount of damages accruing to The Company. It is expressly understood, however, that whatever sums may be retained as liquidated damages shall not be in substitution for such damages in excess of said liquidated sums which The Company may sustain and which it may be able to demonstrate, nor shall it be in substitution for such other rights, equitable or legal, which The Company shall have, but The Company may proceed and employ the same to the same extent and in the same manner as if this provision for liquidated damages had not been made.

13. The Company shall have the right to terminate this agreement at any time if the demand for the................

14. If The Company should fail to comply with any of the terms of this agreement on its part to be performed, other than those affecting payment of compensation, royalties and profits, and shall continue such violation for a period of............

days after written notice specifying the nature and character of such violations, from the Inventor, then and in that event the Inventor may, at his option, terminate this agreement by giving written notice of his intention to terminate the contract to The Company. The contract shall continue after receipt of such notice for..........months and shall expire and come to an end at and upon the expiration of said..........months.

Regardless of the expiration of said agreement, however, The Company shall have the right to complete the manufacture of

............under construction at the date of said expiration, and to manufacture additional............so as to enable it to make use of any parts on hand at the date of such expiration, and The Company shall also have the right to sell all

............on hand at said expiration, and all............

manufactured pursuant to this clause.

15. It is agreed that any dispute between the parties with reference to the amount of compensation, royalty or profits to be paid to the Inventor shall be referred for arbitration to a certified public accountant, mutually selected by the parties, or in the event that they are unable to agree within..........

days after request by one party to the other for selection of such arbitrators, to a certified public accountant appointed by the President of the Chamber of Commerce of the City of ................or, if he will not act, to an arbitrator appointed by the Supreme Court of the State of New York, pursuant to the provisions of the Arbitration Law of the State of New York then in force. The expenses of such arbitration shall be borne equally between the parties.

16. In the event that the Inventor should die, such royalties, profits and compensation as may have been earned and unpaid up to the date of his decease, shall be paid to his estate, and all royalties accrued thereafter shall be paid to his estate, but compensation and profits of the department earned thereafter by The Company shall cease, The Company having the right, nevertheless, to use the license hereby granted in the same manner as if the Inventor had not died.

17. All notices provided for herein shall be sent by registered mail if directed to The Company at..................and if directed to the Inventor at..................

18. This writing contains the whole agreement of the parties. There are no representations, promises or covenants other than contained herein. No waiver or modification thereof shall be valid unless in writing, executed with the same formality as this instrument. No waiver of any breach of this contract shall be deemed a waiver of a subsequent breach of like or similar nature.

In Witness Whereof the parties have hereunto set their hands and seals the day and year first above written.