17. The premises occupied by the Principal for the conduct of their business shall have a sign thereon in accordance with [Section 45 of the Personal Property Law of the State of New York,] bearing the name of the party of the Factor in accordance therewith. No sign shall be placed upon said premises without the approval of the Factor and no stationery shall be used in connection with sales, purchases and delivery of merchandise without first securing in writing the approval of the Factor as to the form and contents thereof.
18. The Principal shall deposit with the Factor, as security for the faithful performance of all the terms of this agreement, ........Dollars in cash, or its equivalent in accounts receivable approved as to credit by the Factor, or its equivalent in merchandise valued at cost or market price whichever is lower at the date of transfer to the Factor.
19. The Managers agree individually and as stockholders of the Principal that they will deposit with a trustee satisfactory to the Factor all the common stock of the Principal and that none of said stock shall be transferred to any one not a party to this agreement without the consent of the Factor and they further agree, together with the Principal that they will determine the sum which shall be........per cent. of the net profits earned by the Principal in each and every year during the duration of this contract, and distributable as dividends to the stockholders of the Principal, and that a sum equivalent to said........per cent. of the net profits earned by the Principal shall be deposited by the Principal and/or the Managers with the Factor as additional security for the faithful performance of all the terms of this agreement, but the Principal and Managers shall not be required to deposit as such additional security accumulated profits in excess of........
20. The Principal and Managers agree that the Managers will devote their whole time and attention to the conduct of the business of the Principal, and this agreement is made upon the understanding that the Managers shall give their whole time and attention to the business of the Principal, and that this agreement is therefore a personal one insofar as the parties of the Principal and Managers are concerned, and is not transferable or assignable in whole or in part and that should any of the Managers discontinue his services for the Principal, then at the option of the Factor, this agreement may be terminated.
22. In the event of the death or permanent incapacity of
..........either the Factor or the Principal may terminate this agreement by giving notice in writing to the other parties. The Factor shall give notice in writing to the other parties at the place of business,.............,............., or such other place of business used by the Principal, and the Principal and Managers shall give notice to the Factor at........, or such other place of business which it may occupy.........
months after the giving of such notice, this agreement shall be terminated and the Factor shall be paid.
23. Upon the expiration or sooner termination of this agreement, in the event that the Principal shall not have paid the
. Factor all indebtedness incurred hereunder, the Factor shall have the right, without further notice, to sell any or all the merchandise and all the securities of every kind, held by it under the terms of this agreement at such prices and upon such credit terms as it may deem proper and to apply the net proceeds thereof, after deducting the costs of such sale and its commissions and charges therefor as fixed in this agreement for ordinary sales to the reduction of said indebtedness and the Principal shall remain liable for any deficiency. The remedy herein conferred is not exclusive and the Factor may resort in addition to any and all remedies which may be open to it under the laws and statutes of the State or. Federal authorities.
24. It is agreed that upon the insolvency of the Principal, this agreement shall terminate at the option of the Factor and that the Factor shall be entitled thereupon to all moneys due it under the terms of this agreement and shall be further entitled to forthwith collect such moneys out of the merchandise transferred to it as security under the terms of this agreement.
25. In the event of any dispute arising under this contract, or in the event of any dispute arising as to the construction of this contract, it is agreed by all the parties hereto that the chairman of the Board of Arbitration of the Chamber of Commerce shall designate and appoint three arbitrators whose decision and judgment shall be final and binding upon the parties hereto. This agreement shall begin as of........, and shall continue to and including........, and thereafter shall be deemed renewed and continued from year to year upon the same terms unless any of the parties shall, at least........
months before the termination of this agreement, or any renewal thereof, give notice in writing to the other party that it desires to terminate this agreement at the expiration of such agreement or renewal thereof. Upon the final termination of this agreement or any such renewal, the Principal agrees to pay to the Factor the additional compensation of........per cent.
on the value of the merchandise, said value to be determined as in paragraph "13." No commission shall be charged on contracts of sale on which no outlay has been incurred by the Factor.
26. A waiver of any breach of any of the terms or provisions hereof in any instance on the part of the Factor hereof, shall be deemed a waiver for said instance alone and for no other. All notices required hereunder shall be given as the notices provided for in Paragraph "22."