Williston - Sees. 607n., 1446, 1642, 1649,1652, 1661, 1934n.

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

hereinafter described as the "Licensor," and................

hereinafter described as the "Licensee," Witnbsseth:

Whereas, the Licensor is the sole owner, saving and excepting existing licenses thereunder, of all the right, title and interest in, to and under Letters Patent of the United States,

No..........., granted..............., to the Licensor as assignee of..............., for Apparatus for.............., and in, to and under the following additional Letters Patent of the United States, and applications for Letters Patent of the

United States, namely:..................................

................................................and

Whereas, the Licensee is desirous of obtaining a license, not exclusive, to manufacture, use and sell under said patents and applications for patents, and patents to be granted upon said applications.

Now, Therefore, for and in consideration of the sum of

One Dollar ($1.00) from each of the said parties to the other paid, and of other considerations from each party to the other party moving, the receipt whereof is hereby acknowleeged, the parties hereto have agreed and do hereby agree as follows:

1. The Licensor hereby grants to the Licensee, and to its successors and assigns upon the terms and conditions and with the limitations hereinafter set forth, a non-exclusive license for the remainder of the term of the aforesaid Letters Patent

No..........., or any reissue, division, or extension thereof to make, use and sell, under all of the aforesaid Letters Patent, and under any reissues, divisions, or extension thereof, and under any patent or patents that may be granted upon the said applications or any of them.

2. The Licensee hereby agrees that during the continuance of this license it will not make, use or sell any............

machine or apparatus except as above limited.

3. The Licensee agrees to pay to the Licensor, or its successors or assigns, a license fee or royalty upon each and every

............apparatus or appurtenance made, sold, leased or put into use by it (except such as are used directly by the Licensee second part for demonstration purposes) within a period of..........years from the date of this license, the sum of............per cent of the net bona fide wholesale selling price thereof on sales made by the Licensee at wholesale, and

..........per cent. of the actual bona fide net selling price thereof on sales made by the Licensee at retail direct to purchasers; the said royalty to be paid quarterly within thirty days after the end of each quarterly period, the first quarter to begin with the first day of...............,........, and to end on the last day of...............,.....

6. The said................apparatus or appurtenances are to include only the following equipment, namely:.........

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

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

5. And the Licensee agrees to render statements duly verified by its proper officer, at each of the times stated for payment, showing all...............apparatus or other articles above enumerated or included which the licensee has made, sold, leased or put into use (except such as are used directly by the Licensee for demonstration purposes) within the quarter which the statement covers, and to keep full, accurate and complete books of account respecting the said business, and to give the Licensor, or its duly authorized representatives, the privilege of inspecting or examining said books of the Licensee at all reasonable times for the purpose of verifying said quarterly statements and determining the correctness of the said quarterly payments.

6. The Licensee hereby covenants and agrees that during the life of this license it will diligently and continuously manufacture, sell and market................apparatus under this license and will exert its best efforts to create a demand therefor, and to increase and extend its business and to supply the demand for its vacuum cleaning output.

7. In the event that the Licensee, or its successors to its whole...............business discontinues the said business, this license shall cease and terminate at the option of the Licensor.

8. The Licensee hereby covenants and agrees that it will mark all...............apparatus made, sold, leased, or put into use by it with the word "Patented" and the date......

........., and with the dates of such other patents under which this license is granted as are lawfully applicable to the said apparatus or appurtenance.

9. It is Agreed that the license hereby granted to the Licensee is to continue during the remainder of the term of patent No...........as above set forth, but in the event that said patent..........shall be declared invalid by the final judgment of a court of last resort the license in respect to all of the other patents and applications above enumerated and the payments of royalties under said patent.........., and under said other patents and applications shall thereafter cease and determine. Payment of the royalty herein stipulated to be paid shall cease if within five years from the date hereof the said patent.........., shall not have been finally adjudicated and held to be valid in a case in which the validity of said patent is contested, unless the validity of the said patent shall be general public acquiescence become so well established as to enable preliminary injunctions to be procured under said patent. The question whether the validity of the said patent is generally acquiesced in shall be first tested by a motion for a preliminary injunction in a contested case to enforce said patent, or in the event that this is not feasible, the question is to be settled by arbitration in the usual manner, that is to say, by the selection of one arbitrator by the Licensor, and the selection of another arbitrator by the Licensee, and in case of disagreement of these two arbitrators by the selection of a third arbitrator by the two arbitrators first so selected, the judgment of the arbitrators or majority of them to be final; provided, however, that if the payment of royalties shall cease as above set forth, the royalty payments as to the future

...............output of the said Licensee shall be resumed and royalties shall be paid after such resumption of payment according to the plan of this license immediately upon the said patent No..........., being adjudged valid at final hearing, or in case the validity of said patent shall be sustained or found by arbitration, because of general public acquiescence, as above set forth, but no royalties shall be required to be paid for the period between the time of such cessation of payments and the time for resumption of payments above noted.

10. The party of the first part agrees to exercise reasonable diligence to establish by suit at law or in equity the validity of its said patent.........., and to secure to the party of the second part protection against infringement of said patent as to machines of the class respecting which the party of the second part is hereby licensed.

11. It is Agreed that the Licensor, its successors and assigns, shall not engage in the manufacture and sale of.....

..........apparatus under said patents or any of them in competition with the Licensee, but this clause shall not be interpreted as precluding the party of the first part, its successors or assigns, from engaging in the manufacture and sale of such...............apparatus as is excluded or reserved by this license agreement.

12. The Licensee hereby agrees not to dispute the validity of the said Letters Patent No..........., or the title of the party of the first part thereto, during the continuance of this license nor to aid others in doing so,

13. It is Agreed that this is a license to manufacture

...............apparatus and appurtenances thereto, and is not to be interpreted as granting to the Licensee the right to manufacture appurtenances or parts of apparatus to be used with any unlicensed plant or apparatus.

14. Upon failure of the Licensee to perform any or all of the conditions of this agreement, after one month's written notice from the Licensor of its failure so to do in any particular, the Licensor may, at its option, by notice in writing, cancel this license without prejudice to its right to recover thereunder any royalties that may have accrued at the time of cancellation, or any damage that may have been suffered.

15. This license is not assignable by the Licensor, in whole or in part, excepting to a successor to its whole............

----. .business.

16. Conditioned upon the continuance of this license in force and the full and prompt payment of royalties herein agreed to be paid, the Licensor waives all claims heretofore arising against the Licensee, its predecessors in business, and all users of apparatus installed by or purchased from the Licensee, or its agents, or its predecessors in business, or their agents, arising out of the infringement of any of the aforesaid Letters Patent prior to the date of this agreement.

17. The Licensor hereby stipulates that it has good title to the aforesaid patents and the right to grant the license hereby granted to the Licensee.

18. It is Agreed by and between the parties hereto that this contract shall be interpreted according to the laws of the State of.....................

19. This license agreement is binding upon the parties hereto, their legal representatives, successors and assigns.

In Witness Whereof, the parties hereto have hereunto affixed their seals, and caused these presents to be signed by their duly authorized officers, on the day and year first above written.