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Article IV. Reservation* and exception* to which the licenses are
1. Each party reserves a nonexclusive right, under Its own patents, to manufacture for and sell to the United States Government wireless devices, apparatus, and systems and to grant to that Government nonexclusive licenses to make or have made (or it any wireless devices, apparatus, and systems; but such devices, apparatus, and systems are licensed to be sold to the Government only for governmental and not for commercial uses or for toll, and not for resale, and the nonexclusive licenses which may be granted to the Government shall similarly be limited.
2. Each party reserves, under its own patents, rights In the fields and for the uses with reference to which It receives licenses under patents of the other party.
3. No licenses are granted by either party with reference to the manufacture and sale of wire or cable for the transmission of clcclrlc power or telephone er telegraph currents.
4. No licenses are granted to the Telephone Co. for electric lamps or other lighting devices (except nonexclusive licenses with reference to telephone and telegraph switchboard signal lamps and ballast lamps), nor for the working of tungsten. But the Telephone Co. is licensed to use, in the fields for which it receives licenses hereunder, tungsten purchased from the General Co., or from others having the right to make nnd sell tungsten, and to make, use, sell, or lease (for such fields only), devices embodying such tungsten. The General Co. agrees to sell and deliver such tungsten for such purposes, In wire or other practical form to be specified by the purchaser from time to time, on the terms specified In Article X hereof.
The Telephone Co. agrees that on all sales of telephone and telegraph switchboard lamps or ballast lamps hereunder, to others than the associated companies of the Bell system, it will pay to the General Co. a royalty of 2 per cent on the net sales price thereof.
5. The licenses hereinafter granted to the Telephone Co., In so far as they cover rights to sell or lease "carrier current," wireless or vacuum tube devices for use on electric railroads, are limited to the salea or leases of said devices to the railroads; all sales of such devices to be installed on electric cars.or electric locomotives, as a part of the original construction and equipment thereof, shall be through the General Co. only.
Article V. Licenses granted
Subject to the foregoing reservations, eaeh party grants and agrees to grant to the other the following licenses In the following fields of use:
1. Government uses: Each party grants to the other the nonexclusive licenses to which all exclusive licenses herein granted are subject, to make any and all wireless apparatus and systems for and to sell the same to the United States Government, but only for governmental and not for commercial or toll uses and not for resale.
2. Wireless telegraphy: (a) The General Co. grants to tlie Telephone Co. nonexclusive licenses In the field of wireless telegraphy for its own communication or for purposes of convenience or to save expense In connection with Its commercial operation of wire telegraph and wire and wireless telephone systems, but not for profit or for transmission of messages for the public.
(b) Subject to the foregoing, the Telephone Co. grants to the General Co. exclusive licenses in the field of wireless telegraphy.
3. Wire telegraphy: (a) The Telephone Co. grants to the General Co. nonexclusive licenses to make for its own operation and to operate wire telegraph systems, other than transoceanic; but no licenses are grunted with reference to operation on lines leased to others than parties hereto or their subsidiary companies to which rights hcreunder may be extended in accordance with subdivision (b) of section 3 of Article VI; and no licenses are granted with reference to transoceanic wire telegraphy.
(b) Subject to the foregoing, the General Co. grants to the Telephone Co. exclusive licenses In the field of wire telegraphy on land, and over ocean cables not more than 100 mil* in length, and between the main body of the United States and Cuba; but no licenses arc granted with reference to other transoceanic wire telegraphy.
4. Wireless telephony: (a) The Telephone Co. grants to the General Co. nonexclusive licenses in the field of wireless telephony for its own communication or for purposes of convenience, or to save expense in connection with its commercial operation of wireless telegraph systems, l)ut not for profit or for transmission of messages for the public.
(b) The Telephone Co. grants to the General Co. licenses (exclusive, except that the Telephone Co. reserves exclusive rights for the uses and to the extent specified in subdivision c of this section 4) in the field of transoceanic wireless telephony, such licenses being limited, so far as concerns service on this continent for the public or for others than the General Co., to rendering such service through only the Telephone Co.'s wire or wireless telephone systems, such limitation to exist so long as tbe Telephone Co. remains in a position to and does supply that service. The General Co. is, however, licensed to bring transoceanic wireless telephone messages by wire telephony to, and transmit them from, a central or transfer point at a distance from its wireless stations (one such point for each pair of transoceanic stations) and tbe Tele
phone Co. agrees that at such point It will establish communication with its system, but the Telephone Co. shall not be required to accent any such point more than 5 miles from the nearest telephone central exchange of tbe Bell system. All service for the public shall be through the Telephone Co.'s system, and shall be advertised as service of the Telephone Co. through stations of the General Co. when and so loug as the General Co. maintains facilities for the transoceanic wireless telephone service.
Joint through rates and the division of rates shall be agreed upon, It being agreed in principle that the General Co. is entitled to Its reasonable tolls between the central or transfer point and the distant country (including the amount, If any. p:iid to the foreign company with which communication is bad), and that the Telephone Co. is entitled to Its reasonable tolls between the central or transfer point and the destination or sending point in the United States.
(c) The General Co. grants to the Telephone Co. licenses (exclusive, except that the General Co. reserves exclusive rights for the uses and to the extent specified in foregoing subdivision b) In the field of transoceanic wireless telephony, such licenses being limited, so far as concerns service for tbe public or for others than the Telephone Co., to rendering such service through only tlie General Co.'s systems for transoceanic communication. But If and so long ns the General Co. U not prepared to and does not remain In a position to and does not supply gueh service, tbe Telephone Co. may establish wireless stations for rendering such service, after giving the General Co. reasonable notice and opportunity to do so, and shall have the right to continue to render such service through all such stations established by It except in so far as the General Co. shall elect to cooperate In rendering such service, or any portion thereof, in which event the General Co. shall take over those stations, or such of them as It shall elect, at the tben cost of reproduction less depreciation. While the transoceanic service is being rendered through the General Co.'s stations, the advertising and the division of rates shall be as provided in foregoing subdivision b of tbls section 4.
(d) The Telephone Co. grants to the General Co.: (1) Exclusive licenses to make, use, lease, and sell wireless telephone apparatus and systems for communication by and between airplanes, airships, ships, and other automotive devices, except railways, vehicles. Tbe General Co. Is granted nonexclusive licenses to establish transmitting and receiving stations for communication with the foregoing, but is given no right to connect with any public-sen-ice telephone system. The Telephone Co. is licensed, but is under no obligation to establish or maintain means by which such wireless telephone communication may be had with and through the Telephone Co.'s telephone system, and the Telephone Co. is under no oMigation to permit such communication. If, however, the Telephone Co. shall establish, maintain, or permit such wireless telephone, communication through stations of third parties, other than the United States Government, It shall do the same with respect to the General Co.'s stations on at least ns favorable terms, Including distribution of tolls, «ud engineering requirements. In cnse at any time the General Co. 1ms cstablisbed such a station as is referred to In this paragraph, nnd the Telephone Co. shall elect to cooperate or render such wireless service In any substantial part of the same territory, it shall purchase the said station of the General Co. at the then cost of reproduction less depreciation.
(2) Nonexclusive licenses to establish and maintain transmitting stations for transmitting or broadcasting news, music, and entertainment from a transmitting station to outlying points, and licenses to make, use, sell, nnd lease wireless-telephone receiving apparatus for the reception of such news, music, and entertainment so broadcast. For the protection of the General Co. under the license which It receives in this paragraph, it is agreed that the Telephone Co. has 110 license under this agreement to make, lease, or sell wireless-telephone receiving apparatus except as part of or for direct use in connection with transmitting apparatus made by it; and for the protection of the Telephone Co. under tlie licenses hereinbelow granted to it, it is agreed that tbe General Co. has no license to equip wireless-telephone receiving apparatus sold under this paragraph with transmitting apparatus, or to sell, lease, or otherwise dispose ot transmitting apparatus for use In connection with receiving apparatus sold under this paragraph.
(3) Exclusive license to make, use, lease, and sell all wireless-telephone apparatus for amateur purposes.
(4) Exclusive licenses to make, use, lense, and sell all wireless-telephone apparatus (but not for public service) where the business use thereof Is incidental (as. for example, for farmers), or where at least one of the stations is portable and is intended to be moved from place to place (as, for example, in lumbering operations), or where such wireless apparatus brings communication to new points not at the time served by tlie Telephone Co.
(5) Reserving to Itself an exclusive license to make, use, sell, and lease all wireless-telephone apparatus to electric light, electric power, and electric traction companies for connection with wire or wireless publicservice telephone communication systems nnd receiving from the General Co. a similar exclusive license of the same scope under the General Co.'s patents, tbe Telephone Co. grants to the General Co. exclusive licenses to make, use, sell, and lease all wireless-telephone apparatus for electric light, electric power, and electric traction companies, but only (or the use of such companies and not for the use of the public, nor for toll, nor for the operation of a selective train-dispatching system, and not for connection with any public-service telephone system.
(c) The General Co. grants to the Telephone Co., (1) subject only to subdivisions (a), (b), and (c) and paragraph (1) of subdivision (d) of this section, exclusive licenses in the field of wireless telephony to make, use. lease, and sell all wireless-telephone apparatus connected to or operated as a part of a public-service telephone communication system, whether wire or wireless.
(2) Subject to all of the foregoing, exclusive licenses in the field of wireless telephony to make, use, and sell for all business, public service, and commercial uses of such character as might be served by leased wires, as, for example, brokers' offices, business houses, manufacturing plants, gas and water companies, mining companies, etc.
(f) It is further agreed that in the Qelds of the exclusive licenses granted by paragraphs (3), (4), nnd (5) of section (d) above and in paragraph (2) of section (e) above, and for any wireless-telephone uses not specified herein, each party will on application of the other party grant a license to the other parly on reasonable terms for each specific installation for which such other party desires to manufacture and dispose of such wireless-telephone apparatus; the license fee to be fixed with due regard to the benefits derived by the licensee and the disadvantages suffered by the licensor in the granting of such license.
5. Wire telephony: (a) The Telephone Co. grants to the General Co. licenses (exclusive, except that the Telephone Co. reserves nonexclusive rights) to make and sell (but not to lease) to electric light, electric power, and electric traction companies apparatus for so-called carrier-current telephone communication over wires, or partly over wires and partly across wireless gaps, but in each Instance only for the use of such companies and not for the use of public, nor for toll, nor for operation of a selective train-dispatching system, and not for connection with any public-service telephone system.
(b) Subject to the foregoing, the General Co. grants to the Telephone Co. exclusive licenses in the field of wire telephony on land, and over cables Dot more than 100 miles In length, and between the main body of the United States and Cuba; licenses are granted by each party to the other with reference to other transoceanic wire telephony, euch licenses being of the character and subject to the limitations and provisions expressed In foregoing subdivisions (b) and (c) of section 4 with reference to transoceanic wireless telephony.
6. Power purposes and household devices: The Telephone Co. grant! to the General Co. exclusive licenses in the fields of power purposes, household devices, and distance actuation and control by wireless for other than communicable purposes. This grant is made with a reservation In so far as concerns patents for Inventions relating to business of the general character which any controlled company of the Telephone Co. now conducts as jobber, and any extensions of that business along similar lines. With reference to such patents (except those covering articles of the general character which such company now purchases from the General Co., or its affiliated companies, or sells as agent for the same), the Telephone Co. reserves under Us own patents (but ia granted no license under the patents of the General Co.) the nonexclusive right for such controlled companies to make apparatus and devices embodying the inventions of said patents, or have them made for them, and to sell them in the Bald jobbing business.
7. Railroad signaling. X-ray devices, radio gonlometry: The Telephone Co. grants to the General Co. exclusive licenses In the fields of railroad signaling (other than train dispatching). X-ray devices and appliances associated therewith, and radio gonlometry.
8. Train dispatching: Subject to the foregoing, the General Co grants to the Telephone Co. exclusive licenses in the field of train dispatching.
0. Submarine signaling, scientific and therapeutic apparatus, shop expedients, nnd other applications: Each party grants to the other nonexclusive licenses in the following fields:
Scientific apparatus for use of laboratories, colleges, and scientific societies, as distinguished from commercial use.
Wireles.s apparatus for use of professional investigators (as distinguished from amateurs) for experimental purpose only.
Therapeutic apparatus other train X-ray devices and appliances.
Shop tools, appliances, and processes, but only for the production of apparatus and devices euibodyiug inventions which the grautee is licensed to make and use hereunder.
All applications not herein otherwise specified, of Inventions pertaining or applicable to or to the use of vacuum tubes, and to generating (directly or from other currents), modifying, amplifying, transmitting, or receiving electromagnetic waves, variations, or impulses for other than power purposes, including Instruments and their records for producing music nnd other sounds for amusement or artistic purposes, with the right to transmit the sound by wire telephony through' oat a building.
Article VI. Provision* with reference to foregotng Hernia
1. Whenever licenses granted under the terms of this agreement are based upon rights requiring the payment of royalties or other deferred payments, measured by the use made of the Invention, the party accepting such licenses shall make payments measured by its use of the Invention at the same rate and upon the same terms as those agreed to be made by the party originally acquiring the rights.
2. The foregoing licenses shall continue, respectively, for the termg of the several patents issued or to be Issued under which they are granted and agreed to be granted, and shall not be limited by the term of this agreement.
3. (a) The Telephone Co. may grant sublicensee under its standard form of.license contract (a copy of which Is now delivered to the General Co.) to such operating companies as are now or may from time to time be operating under such form of contract. The provisions of this subdivision (a) shall apply to any changed form of license contract provided that, as changed, it grants rights in the fields of the General Co. no broader than those granted by the present form.
(b) Subject to the foregoing subdivision (a), each party hereto may assign or grant sublicenses under any of the rights granted hereunder, provided that in each Instance the assent of the other party is first obtained.
(c) No disposition by either party of rights hereunder acquired by it shall relieve such party of any of its obligations under this agreement or restrict the rights of the parties hereto in operating under or modifying this agreement.
4. Kuch party agrees that, so far as It Is enabled Bo to do, it will, in disposing of devices emlxxlylng inventions pertaining or applicable to vacuum tubes or to generating, modifying, amplifying, transmitting, or receiving electromagnetic waves, or other devices or material, the unrestricted sale of which would deprive the other party of rights to which it is entitled hereunder, use such precautions by contracts, restricted licenses, or otherwise as may be necessary or advisable in order to prevent its customers or others from acquiring (by acquisition of devices from It or otherwise) licenses to use the same which the party disposing thereof has no right to grant.
5. The admission of validity implied in the acceptance of licenses hereunder is limited to the field for which such licenses exist.
6. One or the other of the parties hereto having already parted with rights under its Inventions, present and future, in most of the foreign countries, it is agreed that the parties will cooperate with each other and with their foreign affiliated companies who may desire licenses under the Inventions of the other party, to the end that exchanges of licenses may be effected In such countries. No licenses under foreign patents are now granted or are to be Implied: but the licenses herein granted under United States patents include the right to manufacture and sell for uses abroad. Each party agrees not to export to any country In which the other party has an affiliated company, apparatus purchased from such other party which such other party could not Itself so export, in view of existing contract obligations, after notice of such obligations and without first securing a written waiver thereof.
7. Each party represents that In Its best judgment it has no outstanding obligations which would prevent It from entering Into the agreements and from granting the licenses herein expressed. If, however, it is found that there are such conflicting obligations, the present agreement is made subject to the right to fulfill those obligations.
Article VII. Interferences
The parties agree to use reasonable endeavors to settle, without litigation, interferences now pending or which may arise involving inventions within the scope of this agreement.
Article VIII. Acquisition of patent rights
Neither party shall acquire from others rights to or under United States patents or inventions, or rights to use secret processes, applicable to the fields of the other party, of such limited character that the other party does not, by the operation of this agreement, receive licenses thereunder of the scope and within the respective fields herein set forth, unless the party proposing to acquire such rights shall first have given the other party an opportunity to be represented in the negotiations and thereby to acquire rights for its field.
Article IX. Cooperation and exchange of information
1. Each party agrees that it will, from time to time during the term of this agreement, freely permit the other to have all information in its possession which it may have a right to disclose with reference to devices, apparatus, systems, or methods applicable to the uses of the other party ns herein defined, It being agreed that any secret process so disclosed shall be maintained in secrecy by the party to whom it, Is disclosed. Illue prints, etc., shall be furnished at the cost of preparing the same. Each party shall at all reasonable times have access (through a reasonably limited number of accredited representatives who are regular employees under obligation to assign inventions to their employer), to the laboratories, factories, and wireless stations of the other, to the end that development work may be expedited and rendered the more effective.
Each party shall, with reference to Inventions owned or controlled by it and under which the other party is entitled to rights hereunder, endeavor to obtain or permit and aid the other to obtain proper patents thereon.
2. Publicity with reference to transoceanic telephony shall be Joint, and shall recognize that the parties hereto, or their associates, have contributed equally to such work.
Engineering representatives shall be assigned by each of the parties to cooperate in the carrying out of the further work necessary for the development of transoceanic wireless telephony. In case transoceanic telephone service Is given from the plant of the Telephone Co. through the stations of the General Co., these engineering representatives shall cooperate in the design of the apparatus and systems for this service, It being recognized that such systems and apparatus must be so designed as properly to fit in with the systems of the General and Telephone Cos., respectively.
Each party shall afford the engineering representatives of the other the fullest possible facilities consistent with the reasonable operation of the other for experimenting and for developing and testing apparatus and systems for use in transoceanic telephony, and each shall at all times be given such an opportunity to make such tests, experiments, and observations in the transoceanic stations of the other as do not conflict with the service then being rendered by such stations, and each party shall afford to the other such facilities for test, experimentation, and observation on ships as it may be able to extend.
3. In the operation of wireless and "carrier-current" communication, the parties shall cooperate to the end that interference with the operations of either party, due to the operations of the other, shall be minimized, it being recognized that the available wave lengths are limited.
Article X. Purchases a» between parties
It Is recognized that each party has and will normally continue to have facilities for manufacturing certain apparatus or parts thereof which may be required by Ihe other party under its licenses hereunder, and that a duplication of such facilities may be wasteful and uneconomical. Each party agrees that it will upon request manufacture for and sell and deliver to the other, with reasonable business promptness, on receipt of orders from time to time, and at favorable prices not to exceed those charged to others (except controlled companies) purchasing in like quantities for use In the United States, such apparatus and parts as the former is engaged in manufacturing from time to time and as the latter may desire for use under the licenses granted by this agreement.
Article XI. Litigation
Each party shall have the exclusive right to bring suits for infringement in the fields in which Its licenses are herein expressed as exclusive (aud the General Co. may bring suits for infringement in the Held of transoceanic wire and wireless telephony) joining in any such suit the patent owner or the party which has acquired from the patent owner the right to sue thereunder.
Neither party shall bring suit for infringement of patents against the other party, or against the distributors aud jobbing houses owned by or affiliated with either party, because of sales by such party, or by its (or Its controlled companies*) distributors or jobbing houses, or devices made, in the United States of America, by others than the parties hereto, it being agreed that the remedy in ease of any such infringement shall be only by suit against the manufacturer of those devices. Article XII. Releases
Each party reserves to Itself the right to deal with the United States Government with reference to settlement for past use of its inventions in telephone and telegraph systems and apparatus. Subject to the foregoing, each party releases the other and the vendees and users of apparatus or systems made by it, from all claims growing out of past infringement of patents, by reason of the manufacture, use, aud sale of such apparatus and systems by the other party, and Its resale or use by such vendees and users.
Article XIII. Arbitration
In case of any differences under this agreement (except in respect of interferences or priority of rights to inventions or patents) shall arise which the parties are unable to adjust between themselves, either party may, by notice in writing served on the other, designate one arbitrator and call upon the other (o designate a second arbitrator within 30 days after the receipt of such notice; and the party receiving such notice agrees so to designate an arbitrator. The two arbitrators so designated shall promptly select a third arbitrator. Tup matter in dispute shall be submitted to the three arbitrators so selected, aud the parties agree that the concurring decision of any two of the above-mentioned three arbitrators shall be final and binding upon them. Each party shall pay Its own expenses, including the fe''s of its arbitrator, and the fees and expenses of the third arbitrator sbull be paid one-half by each party. Article XIV. Termination of agreement
(o) This agreement may, at any time, be terminated by mutual consent of the parties, in which event all licenses granted herein up to the date of such termination shall become nonexclusive and shall continue to the emits of the terms of the patents.
(b) Unless previously terminated, as above provided, the duration of this agreement shall be 10 years from the date hereof, but shall automatically continue in force thereafter until canceled on three years' written notice given, after the expiration of said 10 years' period, by one party to the other party.
(c) Upon any termination of this agreement (except under the provisions of subdivision (a) of this article 14) all licenses, expressed herein as exclusive, shall remain exclusive during the life of tae several patents.
.Article XV. Further assurances
The parties agree to execute and deliver such further Instruments sa may reasonably be necessary for carrying out the provisions and purposes of this agreement.
Article XVI. Successors
This agreement Is binding upon and shall Inure to the benefit of each of the parties hereto and their several successors in business, except that either party may transfer or dispose of any part or parts of its business, not involving the grant of any licenses under this agreement, and in such case this agreement shall not be binding upon or inure to the benefit of the successor to that part of the business so transferred.
In witness whereof, the parties hereto have caused this instrument to be executed on the day and year flrst above written, by their proper officers thereunto duly authorized.
[seal.] General Electric Co.,
By E. W. Rick, Jr., President. Attest:
J. W. Er.woon, Assistant Serretarv
[SEAL.] AUEBICAN TELEPHONE & TELEGKAFII CO.,
By II. B. Tiiayer, President. Attest:
A. A. Mabsters, Secretary. Reprinted April 7, 1922.
Exhibit II.—License Agreement—Radio Corporation Op America And
Unitkd Fruit Co. Agreement made this 7th day of March, 1921, by and between Radio
Corporation of America, a corporation of the State of Delaware
(hereinafter called the Radio Corporation), and United Fruit Co., a
corporation of the State of New Jersey (hereinafter called the Fruit
Whereas the Fruit Co., either Itself or through its subsidiary companies, one of which is the Tropical Radio Telegraph Co., now owns and operates certain stations for the transmission and receipt of wireless telegraphic communication, Including among others a station at Santa Marta, Colombia, a station at Swan Island, stations in Costa Rico, Panama, Nicaragua, and Honduras, a dismantled station In Cuba, and stations at New Orleans and Burrwood, La., und at Boston, Mass., certain of the apparatus and equipment for said stations at Santa Marta. Swan Island, and New Orleans having been furnished by Marconi Win-less Telegraph Co. of America, under a contract between said Marconi Wireless Telegraph Co. of America and the Fruit Co., dated May 7, 1012, as amended by a contract between the same parties dated February 11, 1915, which contracts were assigned by said Marconi Wireless Telegraph Co. of America to the Itadio Corporation; aud
Whereas the Radio Corporation, or certain companies In which the Radio Corporation is a stockholder, to wit: The Pan-American Wireless Telegraph & Telephone Co., a corporation of Delaware, and the South American Radio Corporation, a corporation of Delaware, are, or may be, engaged in the business of wireless communication in South America and the United States, and elsewhere; and
Whereas the Radio Corporation owns, or may own, certain patents and patent rights In Colombia, Costa Rica, Panama. Nicaragua, Honduras, Guatemala, Cuba, and the United States, having to do with wireless communication and apparatus or devices for use therein; and
Whereas the Fruit Co. or its subsidiaries desires to improve and enlarge said stations controlled and operated by them, and may desire to build a station at or near Miami, Fla., and may desire to build additional stations in the territory comprising Costa Rica, Panama (except the Canal Zone), Nicaragua, Honduras (not including British Honduras), Guatemala, and Swan Island, which territory is hereinafter referred to as the " Fruit Co. territory," as well as In Colombia, Cuba, and tho Panama Canal Zone, aud may desire to purchase from the Radio Corporation wireless apparatus for use in said stations and on ships, and desires to be licensed under said patent and patent rights;
Now, therefore, In consideration of $1 and other valuable considerations by each party to the other in band paid, the receipt when'of is hereby acknowledged, and in consideration of the premises and of the mutual covenants heroin contained, it is agreed as follows:
1. Tho Radio Corporation hereby grants to tho Fruit Co. a license to use the inventions covered by nny and all patents of the United States, and of any and all countries included within sR-id Fruit Co. territory, and of Colombia and Cuba, which it now owns or controls, or may iu future own or control, or under which it now has or may In future have the right to grant a license, having to do with wireless communication, or with apparatus or devices for use in connection therewith, this license being, however, limited to include only uses of the patented Inventions for the following purposes, namely:
(a) Wireless telegraphic communication from station to station within and between tbe Fruit Co. territory, Colombia, Cuba, and the Panama Canal Zone;
(b) Wireless telegraphic communication between stations In the Fruit Co. territory, Colombia, Cuba, or the Panama Canal Zone, and said stations in the United States at New Orleans and Burrwood, La., at Miami, Fla., or vicinity, and Boston, Mass.; provided, however, that no license Is granted for the transmission or receipt of commercial communications between Cuba and said stations in the United States, the rights hereby granted for communication between Cuba and said stations in the United States being limited to communications having to do with the business of the Fruit Co., or its subsidiaries; and provided further, that said station at Boston shall be used only for coastal communications or for receiving messages having to do with the business of the Fruit Co., or of Its subsidiaries, and not commercial messages; and provided further, that messages destined to points in the United States may be transmitted to destination from said stations In the United States only through the facilities of the Radio Corporation or by wire, and that messages from points in the United States may be transmitted to said stations in the United States only through the facilities of the Radio Corporation or by wire, it being agreed that the Fruit Co. will not enter into any joint traffic arrangements with any other company than the Radio Corporation for forwarding such messages between said stations in the United States and other points in the United States, without consent of the Radio Corporation;
(c) Wireless telegraphic communication between said stations in the United States for messages having to do only with the business of the Fruit Co., or Its subsidiaries, and not for commercial business, said station at Boston being licensed, as before noted, only to receive and not to transmit such messages;
(d) Shore to ship and ship to shore wireless telegraphic communication between stations In the Fruit Co. territory, Colombia, Cuba, or Panama Canal Zone, and ships;
(e) Shore to ship and ship to shore wireless telegraphic communication between said stations at New Orleans, Miami or vicinity, Boston or Burrwood. and ships;
(f) Wireless telegraphic communication (but only for messages originating In or destined to points in the Fruit Co. territory, Colombia, Cuba, or the Panama Canal Zone) between stations in the Fruit Co. territory, Colombia, Cuba, or the Panama Canal Zone, and stations of other parties located on islands adjoining the Caribbean Sea, or in any country in Central America (including Mexico), or South America, in which country or island service is not at the time being provided by stations of the Radio Corporation, the Pan-American Wireless Telegraph * Telephone Co., or the South American Radio Corporation or their subsidiaries or associated companies: no license, however, being hereby Kronted to such stations of other parties. Until further notice by the TM1<llo Corporation the Fruit Co. may use said stations at New Orleans, ^ "TwooU, and Miami, or vicinity, for the purpose of relaying the cornprovided for in this clause;
CVireless telegraphic communication between stations In the Fruit «~Itory, Colombia, Cuba, or the Panama Canal Zone, and any staovatside said Fruit Co. territory, Colombia. Cuba, and the Panama _^ . which may be now or hereafter operated by the Radio Cor
^^*^**<>«a, the Pan-American Wireless Telegraph & Telephone Co., or the -American Radio Corporation, or their subsidiaries, under traffic
to be agreed upon with said companies;
VVireless telegraphic communication between any station which Co. is above authorized to establish and (1) government stathc United States or any foreign country on government busl1 2) stations of tbe Fruit Co. or its subsidiaries in parts of the *»ot covered by this license, such communications to be, however, «nb 7**" messages having to do with the business of the Fruit Co. or Its "^ries, and not commercial business, and no license being hereby to the Fruit Co. or Its subsidiaries for such stations in other the world; or (3) any other stations which the Radio Corpora* *>e Pan-American Wireless Telegraph & Telephone Co., or the -American Radio Corporation may from time to time allow the lt *^o. stations to communicate with;
Hu^ CVireless telephonic communication for the same purposes, in the Ir«t>la *^«itory, and subject to the same limitations as the wireless telefat» jv, * ^ communications above licensed; provided, however, that no Is granted for wireless telephonic communication in the United or Its possessions;
CVireless telegraphic or telephonic installations on ships of United
size or nature be built and operated In the Fruit Co. territory, and If the Fruit Co. does not build and operate such station within a reasonable time after request by the Radio Corporation, the Radio Corporation reserves the right itself to build and operate such station.
Ercept as aforesaid, the license herein granted to the Fruit Co. is nonexclusive.
2. The Fruit Co. grants to the Radio Corporation a license to make or have made, to use and sell, for wireless or wire communication, under any patents of any country, having to do with wireless or wire communication or with apparatus or devices for use In connection therewith, which it may now or hereafter own or control or under which it may now or hereafter have the right to grant a license. This license is exclusive, except that the Fruit Co. reserves the right to license the Wireless Specialty Apparatus Co. to make, use, and sell under such patents, and reserves for itself and its subsidiaries rights thereunder corresponding in all respects to the rights which it hereby acquires under the patents of the Kndio Corporation, and also the right to manufacture and use under such patents in any part of the world for communications having to do with the business of the Fruit Co. and its subsidiaries, as well as the right to make and sell to the Government of the United States of America for Government uses. The Fruit Co. agrees to obtain for the Radio Corporation a license under the patents of the Tropical Radio Telegraph Co. nnd of any subsidiary company to which it may extend any of the rights which It acquires hercunder, for all uses and purposes having to do with wireless or wire communication or with devices or apparatus for use in connection therewith, similar in scope to the license which the Fruit Co. hereby grants to the Radio Corporation and subject to similar reservations.
3. The Fruit Co. agrees:
(a) That it will not establish nor operate stations for wireless communication, outside of the Fruit Co. territory, Colombia, Cuba, and the Panama Canal Zone, except said stations at New Orleans, Boston, Burrwood, and Miami or vicinity;
(b) That it will not receive or transmit wireless communications except as provided in article 1 hereof, and that it will not engage in wireless communication, whether by the use of patented apparatus, devices, or methods, or of apparatus, devices, or methods not covered by patents, except in the territory and for the purposes and subject to the limitations set forth in article 1 : Provided, however, That nothing in this contract contained shall prevent the Fruit Co. or its subsidiaries from establishing or operating in any part of the world outside of the United States stations for wireless communications having to do only with the business of the Fruit Co. and Its subsidiaries, and not for the transaction of commercial business, the Fruit Co. agreeing not to use any such stations outside the territory in which it Is licensed to operate hereunder for commercial business.
(c) That in transmitting messages destined to parts of the world outside of the territory in which it is licensed to operate, it will, wherever practicable, use, for transmission of such messages outside of such territory, the facilities of the Radio Corporation, the Pan American Wireless Telegraph & Telephone Co., or the South American Radio Corporation or their subsidiaries or associated companies: And provided further, That the Fruit Co. shall be free to accept messages for delivery to the territory in which it is licensed to operate as above set forth, whenever presented by third parties at Its various stations or offices; but the Fruit Co. shall not make joint traffic arrangements with any other company than the Radio Corporation, the Pan American Wireless Telegraph & Telephone Co., or the South American Radio Corporation or their subsidiaries or associated companies regarding messages to or from territory in which said companies maintain a service that Is practicably available to the stations of the Fruit Co. and its subsidiaries: And provided further, That the Fruit Co. shall not without the consent of the Radio Corporation handle messages between points In South America (outside of Colombia) and the United States of America (or routed through the United States of America) where the Radio Corporation or its subsidiary or associated companies can offer such service through other routes.
(d) That it will use Its Influence and power of control, so far as it Is lawful and proper, to prevent any of its subsidiary or affiliated companies from doing what it Is not Itself free to do hereunder.
4. The Hadlo Corporation agrees—•
(a) That it will not establish or operate stations in the Fruit Co. territory for wireless communication except for the purpose of relaying messages between points outside that territory, nor aid others in so doing, nor sell patented radio apparatus for use lu such territory except through the Fruit Co. or with its consent: Provided, however, Thnt If. in carrying out of Its general program, the Radio Corporation desires that any station of any size or nature be built In the Fruit Co. territory and operated in conjunction with the Radio Corporation system, and the Fruit Co. does not build that station within a reasonable time after a request by the Radio Corporation, the Radio Corporation may build and operate such station:
(b) Thut except In the case specified In the last preceding paragraph, it will deliver messages received by It, destined to points in the Fruit Co. territory, only to the Fruit Co. or its subsidiaries for transmission to destination.
(c) That It will use Its Influence and power of control Bo far as lawful and proper to prevent any of its subsidiary or affiliated companies (other than the South American Radio Corporation and the Pan American Wireless Telegraph & Telephone Co., which are In contract relations with the Fruit Co.) from doing what it itself Is not free to do hereunder.
5. Each party agrees to receive from the other and to retransmit to destination all messages delivered to it by the other party, destined for points in the territory served by it, In accordance with Joint traffic arrangements to be agreed upon to provide for an equitable distribution of tolls. In the event that the parties shall be unable to agree upon such joint traffic arrangements the terms thereof shall be settled by a board of three arbitrators, one to be named by each of the parties and the third to be selected by said two arbitrators, and the parties agree to abide by the decision of a majority of such arbitrators. It Is understood that neither party shall be responsible for the transmission of messages by connecting carriers to whom it delivers such messages. *
6. The Fruit Co. is now under contract obligation to relay messages between British Government stations In British Honduras and Jamaica, using Swan Island as their lay point. The Fruit Co. will cancel said contract as soon as It may legally do so, If and when the Radio Corporation so requests.
7. The Radio Corporation agrees that it or the South American Radio Corporation, one or both, will sell to the Fruit Co. and Its subsidarles, so far as they have the right to do so, any and all apparatus or devices, of types which may be from time to time manufactured by or for, and used by, or leased or sold to other by the Radio Corporation, for wireless telegraphic or telephonic communication, and which may be ordered by the Fruit Co. or its subsidiaries, but only for use in accordance with the terms of this agreement at prices equal to the manufacturing cost thereof to or price paid therefor by the Radio Corporation or South American Radio Corporation plus a profit of 20 per cent except in the case of apparatus for use either as new equipment or as repair or spare parts, at snid stations at Santa Marta, Swan Island, and New Orleans, In which case the profit shall be 10 per cent. And the Radio Corporation agrees that any such apparatus or devices which it may supply to the South American Radio Corporation for sale to the Fruit Co. and subsidiaries hereundcr shall be sold by It at cost, so that the Fruit Co. shall not have to pay profit thereon to both companies. And the Fruit Co. and its subsidiaries shall have the right, at their option, to lease from the Radio Corporation any such apparatus or devices for use in accordance with the terms of this agreement on the same terms offered to others by the Radio Corporation; and the Radio Corporation agrees to make delivery of all such apparatus or devices as may be ordered by the Fruit Co. or its subsldaries for the said purposes, with reasonable promptness. The Fruit Co. agrees to procure apparatus and devices embodying, or for use in radio apparatus embodying, the Inventions of patents under which it Is licensed by the Radio Corporation hereunder, or any of them, from the Radio Corporation only, so long as the Radio Corporation is ready and able to supply the same with reasonable promptness; except that it shall have the right at its option to purchase wave meters, radio compasses, goniometers, and similar special devices and accessories, ship sets and receiving sets, as well as transmitting sets up to 5-kilowatt power input, and parts and accessories for the above (but not "valves"), from the Wireless Specialty Apparatus Co. The Radio Corporation will give to the Fruit Co. or its subsidiaries purchasing apparatus from the Radio Corporation under this contract a patent guarantee with all sales of apparatus hereundcr, out only with respect to United States patents, In the following form, to wit:
"The Radio Corporation agrees that it will at Its own expense defend all suits or proceedings instituted against the purchaser and pay any award of damages assessed against the purchaser in such suits or proceedings, in so far as the same are based on any claim that the said apparatus or any part thereof constitutes an infringement of uny patent of the United States, provided the purchaser gives to the company Immediate notice in writing of the institution of the suit or proceedings and permits the company through its counsel to defend the same and gives the company all needed information, assistance, and authority to enable the company so to do. In case such apparatus is in such snit held to constitute infringement and its use is enjoined, the company, if unable within a reasonable time to secure for the purchaser the right to continue using said apparatus by suspension of the Injunction, by procuring for the purchaser a license, or otherwise, will, at its own expense, cither replace such apparatus with noninfrlnging apparatus or modify It so that It becomes nonlnfringing, or remove the said enjoined apparatus and refund the sum paid therefor."
8. The Fruit Co. agrees, for itself and its subsidiaries, that so far as it may sell or lease to others than its subsidiaries hereunder radio apparatus in or for use iu the Fruit Co. territory as above defined, whether such apparatus be purchased from the Wireless Specialty Apparatus Co. or from the Radio Corporation, it will pay on all such apparatus covered by patents of the United States of America or of the country in question, under which It is licensed hereunder by the Radio Corporation, a royalty of 20 per cent of the net selling price ol
such apparatus (or such lower royalty as may be agreed upon In special cases before the sale is made), and further agrees to report such gales to the Radio Corporation in writing and pay the royalties due with respect thereto within one month after the expiration of the quarter In which such sale is made.
9. The Fruit Co. agrees to pay forthwith to the Radio Corporation $36,010.53 In settlement of unpaid portions of the purchase price for said stations at Santa Marta, Swan Island, and New Orleans, under said contracts of May 7, 1912, and February 11, 1915, and discharges the Radio Corporation from any further obligation under said contracts, except under clause 9 of said contract of May 7, 1912, relating to indemnity against patent litigation, and the Radio Corporation agrees to accept said sum In full settlement of all liability on the part of the Fruit Co. under said contracts and to discharge the Fruit Co. from any further liability thereunder. It is expressly understood, however, that the license to use said stations and apparatus heretofore conferred by said contracts with the Marconi Co. of America Is In no way abrogated or annulled, in so far as it relates to communications for the purposes and subject to the limitations provided in articles 1 and 3 of this agreement.
10. Each party will give the other the benefit, for the purposes of this agreement, not only of any and all new inventions pertaining to wireless communication or apparatus or devices therefor which It may acquire as aforesaid, but also of any and all engineering information and experience available to it, pertaining thereto, and will through, its engineers aid and advise the other at any time, upon request of the other, as to apparatus, methods of communication, the construction and equipment of stations, and any other matters of value to the other In connection with its operations hereunder, to the end that each party's methods and apparatus may be at all times maintained In accordance with the highest standards known to the other party. Each party will reimburse the other for the cost of any engineering services rendered hereunder at Its request, including salaries.
11. This agreement shall continue until January 1, 1945, at which date It shall expire, except that the licenses granted hereunder shall continue in effect, so far as any patents issued or applied for up to that date are concerned, until the expiration of such patents, respectively.
12. Each party hereby releases the other party from any claim or liability on account of past Infringement of any patents or patent rights owned by it, except claims arising out of the manufacture and sale of apparatus sold to the United States Government, which claims are not hereby released or discharged, and the Fruit Co. agrees that the Tropical Radio Telegraph Co. will execute a similar mutual release with the Radio Corporation, which release the Radio Corporation agrees to execute.
13. Subnet-uses hereunder may be granted by the Prult Co. to any subsidiary company controlled by It, which shall agree to be bound by the terms hereof, any rights granted to such subsidiary company to continue, however, only so long as It continues to be controlled by the Frnlt Co., but not otherwise, unless by mutual consent; and the Radio Corporation may grant licenses under the patents referred to In article 2 hereof, to the same extent as if said patents belonged to the Radio Corporation, subject, however, to the rights reserved hereunder; provided, also, that this contract may be assigned by either party to • successor to Its entire business, provided such successor agrees to be bound thereby.
14. It Is understood that the rights granted by each party to the othe* hereunder are only such rights as the party granting them now has, or shall In future have, the right to grant. Nothing herein contained shall require cither party to do any act contrary to law or contrary to Its franchises, or to omit to do any act required by law.
The Fruit Co. has received a copy of a contract between General Electric Co. and American Telephone & Telegraph Co., dated July i, 1920, and a copy of the extension agreement between said companies, the Radio Corporation and the Western Electric Co., also dated July i, 1920, and takes notice of the contents thereof.
In witness whereof Radio Corporation of America' has caused its name to be signed and its corporate seal to be hereto affixed by E. J. Nally, Its president, thereto duly authorized, and United Fruit Co. has caused Its name to be signed and its corporate seal to be hereto affixed by Andrew W. Preston, its president, thereto duly authorized, on the date first above written, at New York City, N. Y.
Radio Corporation Of America, By E. J. Nally, President. Attest:
C. J. Ross, Secretary. United Fkdit Co., By Andrew W. Prestov, President. Attest:
ABTHtm E. Nicholson, Agiistant Secretary.
The General Electric Co. hereby assents to the foregoing agrwinent so far as it is affected thereby.
General Elbctbic Co.,
J. W. Elwood, Attintant Secretory.