Agreement made............between..................

hereinafter called Patentee, and................hereinafter called Manufacturer, Witnesseth:

Whereas, the Patentee is the sole and exclusive owner of certain letters patent of the United States, issued..........

under the serial number............covering..............

and certain other foreign letters patent as follows:............

Whereas, the parties desire to agree on the terms, for the manufacture and sale of articles under said patent,

Now, in consideration of the premises and covenants herein contained, the parties agree:

1. Wherever the word "patent" is used in this agreement, it shall be construed to mean the letters patent specifically mentioned herein, any and all extensions, renewals and reissues thereof and any and all patents issued to or acquired by the Patentee for improvements or developments relating to said patents.

2. The Patentee hereby warrants and represents to the Manufacturer; that he is the sole and exclusive owner of the said letters patent, free and clear of any and all liens, charges, debts or encumbrances.

3. The Patentee hereby grants to the Manufacturer, his executors, administrators and assigns, during the residue of the term by said letters patent granted and unexpired, and also during all future term or terms which may hereafter be granted by way of any new patent or any reissue or renewal of the present patents, the sole and exclusive right, to manufacture, use and sell, throughout the world,..........and all other articles made under the said patents, to designate the articles by any name which the Manufacturer may select, and to receive for his own use, all profits and advantages which shall or can be made by the manufacture, use and sale of said patented articles.

4. The Patentee for himself, his executors, administrators and assigns, hereby covenants with the Manufacturer, his executors, administrators and assigns, that the Patentee, his executors, administrators and assigns, will not at any time during the residue of the term of said patent or any future term, grant any license to any other person, firm or corporation, directly or indirectly, to manufacture or sell the articles under said patents or otherwise encumber said patents.

5. If any suit should be instituted against any of the parties hereto or their customers or agents or servants for the purpose of interfering with or preventing or recovering damages for the manufacture or sale of the patented article under any of said patents, the Manufacturer shall have the sole right and the Patentee hereby grants to the Manufacturer such sole right, to defend the same or to control and conduct the defense thereof. If the Manufacturer deems it advisable that any suit be instituted for the maintenance, protection or vindication of the patents, or to prevent infringements thereof, the Patentee will permit the Manufacturer at his option to have the sole control of the prosecution or defense thereof and the Patentee agrees to institute in his own name, any such suit when the Manufacturer deems it necessary. The Patentee agrees to execute all papers which Manufacturer requests time to execute to prosecute or defend any suit. The cost of any such suit or of any such defense, including payments for legal services and necessary disbursements and payments of damages or profits awarded by way of adjustment or settlement shall be paid by the Patentee.

6. The Manufacturer shall not be liable to the Patentee for damages for the result of any such litigation unless such damages result by reason of the fraud of the Manufacturer. The Patentee agrees to furnish the Manufacturer with all evidence necessary for the prosecution or defense of any such litigation without charge to the Manufacturer.

7. If the Manufacturer shall by reason of the order, judgment or decision of any Court be deprived of the right to manufacture or sell the patented article in said patents, or be restrained from so manufacturing or selling, the Manufacturer shall be relieved and discharged of any and all liability to the Patentee.

8. As full compensation for the rights hereby granted by the Patentee to the Manufacturer, the Patentee agrees to accept, and the Manufacturer agrees to pay the Patentee, ten per cent (10%) on the gross receipts of the Manufacturer from the sales of the patented article, up to the sale of ten thousand (10,000)................nine per cent (9%) on the gross receipts of the Manufacturer of...........above ten thousand (10,000) and up to twenty thousand (20,000), and eight per cent (8%) on the gross receipts of the Manufacturer of sales of.................above twenty thousand (20,000).

9. The Manufacturer agrees at all times to keep accurate accounts of their sales and receipts, to render statements thereof in writing to the Patentee........................

Such statements shall be rendered during the months of.......

.........and shall be accompanied by a remittance to the

Patentee of the amounts thereon found due to them. The

Patentee shall at all reasonable times within...............

days after the rendition of any such accounts, be permitted to examine the Manufacturer's books in person or by duly authorized representative for the purpose of verifying such statements of accounts.

10. It is agreed that the Manufacturer may with the written consent and approval of the Patentee, sell all the rights of the Patentee in and to the patents and the Manufacturer's rights under this agreement and the proceeds of the sale, after payment to the Manufacturer of the amount of capital invested by them, shall be divided, fifty (50%) per cent to the Manufacturer and fifty (50%) per cent to the Patentee.

11. This agreement shall enure to the benefit of and shall obligate the parties hereto, their heirs, executors, administrators and assigns. The Patentee agrees that the Manufacturer shall have the right to assign this agreement to a corporation to be organized with a minimum authorized capital stock of................, and upon such assignment the Manufacturer shall be released from any and all liability under this contract from the date of said assignment, providing that said corporation assumes any and all liabilities under this contract from the date of said assignment, and gives notice of assignment to the Patentee.

12. The Manufacturer agrees to use his best efforts to manufacture and sell the said patented articles.

13. The Manufacturer agrees that if he organize and control a corporation to act as selling agent for the patented article, that the Manufacturer will pay to the Patentee royalties on the gross receipts of the selling company from the sale of the patented article.

14. Notice to the parties under this agreement shall, until further notice, be given at the following addresses:

Name: Address:

..................................................... .....................................................

..................................................... .....................................................

..................................................... .....................................................

..................................................... .....................................................

In witness whereof, the parties hereto have hereunto set their hands and seals..................................

In presence of: (L. S.)

(L. S.)