proper installation and accommodation of the Equipment, all at the expense of the Exhibitor and when and to the extent and in the manner prescribed by Products or its engineers, and agrees to comply with all local laws and ordinances relating to the use and operation of the Equipment and with any Fire Insurance Underwriters' requirements. 10. Title to Equipment.-Title to and ownership of all equipment at any time furnished hereunder and also all tools of all kinds, drawings, prints, and written descriptions and instructions, remains vested in Products. 11. Taxes. The Exhibitor shall bear and discharge promptly any and al personal-property taxes which may be charged or levied in connection with the Equipment. 12. Access to Equipment.-The Exhibitor will permit Products, through its designated agents, engineers, and mechanics, to have access to the Theatre at all reasonable hours, for the purpose of installing and from time to time for the purpose of examining and inspecting the Equipment, and will grant to Products full opportunity to make such adjustments therein and repairs thereto as, in the opinion of Products, are necessary or desirable. 13. Liability for Interruptions, Injuries, etc.-Products shall not be responsible in any manner for any interruption of service arising from any cause or for any defect or change of condition in the Theatre or in the equipment thereof or in the electric current supplied thereto or for any loss or damage to persons or property in or upon the said premises for any reason whatsoever. The Exhibitor agrees to indemnify Products for, and save it harmless from any liability or injury to workmen whom the Exhibitor shall furnish to assist in the handling, installing, or operating of the Equipment, and from any liability to any persons resulting from negligence of such workmen. 14. Events of Default. This agreement and the license hereby granted shall, at the option of Products, terminate and come to an end upon the happening of any of the following events, hereby designated to be events of default, to wit: (a) Upon the bankruptcy or insolvency of the Exhibitor or the assignment of any of its assets for the benefit of creditors. (b) Upon the failure or refusal of the Exhibitor for any reason to pay any of the items or sums herein agreed to be paid by it, including the payment of the note provided for in Section 5 hereof, within five days after such item or sum is or may become due, and as to this provision time shall be of the essence. (c) Upon the Exhibitor's ceasing to own or operate the Theatre, unless the Exhibitor shall, previous to its ceasing to own or operate the Theatre, have notified Products in writing of the date it will cease to own or operate the Theatre and shall have made provision, satisfactory to Products, for the care and custody of the Equipment or for the assumption of this agreement by the successor operator of the Theatre. (d) Upon a breach by the Exhibitor of any of the covenants herein contained relative to the use or maintenance of the Equipment, continued for more than fourteen (14) days after notice thereof by registered mail from Products. (e) Upon the removal of the Equipment or any part thereof without the consent of Products from the location and position in which it was installed by Products. (f) Upon the failure of the Exhibitor to accept delivery of the Equipment from the transportation company or common carrier, or to facilitate the work of Products in installing the Equipment. In the event of a default under any of the provisions of this section at any time during the first two years of the term of this license, the entire balance of weekly payments for the first two years shall be due and payable forthwith at the option of Products and whether or not it terminates this license or re moves the Equipment as hereinafter provided. The license hereby grante and all obligations imposed upon Products by virtue of this agreement shall be suspended during the continuance of any event of default. 15. Repossession of Equipment.-Upon termination or expiration of this license by lapse of time or otherwise, the Exhibitor will surrender up and deliver possession of the Equipment to Products in good order and condition. reasonable wear and tear and obsolescence due to proper use thereof in the manner and place and for the purpose set forth in this agreement only ex cepted, and Products may repossess the Equipment and may, for the purpose of reducing the same to possession, enter the Theatre or any other premises where said Equipment may be and without any legal proceedings whatever possess and remove said Equipment, and the Exhibitor agrees to cooperate in such removal. If this license shall be terminated by default, or if the Exhibitor permits any of the events of default, hereinbefore enumerated, to occur, whether or not Products shall exercise the option to terminate this agreement, Products shall thereupon have the right without notice to take immediate possession of said Equipment, or any part thereof, and for that purpose may pursue the same wherever it or any part thereof may be found and may enter, with the aid and assistance of any person or persons, the Theatre or other premises of the Exhibitor and such place or places whatsoever, whether belonging to the Exhibitor or not in which the Equipment or any part thereof may be placed, and may take and seize the same to its own proper use forever, free from any right of the Exhibitor under this agreement. Products shall also have the right in like manner to enter the said premises and remove the Equipment in the event of the said premises being destroyed or damaged by fire or otherwise, to an extent which, in the opinion of Products, endangers the Equipment. The Exhibitor expressly covenants that in any such event no claim will be made for damage on account of such removal or otherwise, and the Exhibitor further agrees that it will hold and save harmless Products from and against any and all claims for damages by any parties whatsoever on account of such removal. 16. Replacement of Equipment in the Event of Destruction.-In the event of the partial or total destruction of the Equipment during the term of this license by fire or any other cause, without fault or neglect on the part of the Exhibitor provided the Exhibitor shall not be in default in respect to any of the terms of this agreement and provided the Exhibitor shall continue to operate the Theatre or after any necessary repairs to the Theatre shall resume its operation, Products will, at its own expense, either repair the Equipment, or if in the sole judgment of Products, such destruction is so extensive as to render repair of the Equipment impracticable, install in the Theatre equipment then manufactured by or for Products as nearly similar as possible to the type of Equipment so destroyed. 17. Patent Protection.-Products agrees that subject to the provisions hereof it will at its own expense defend any and all actions and suits which may durmg the term hereof be brought against the Exhibitor for infringement of patents by reason of the use by the Exhibitor, for the purpose and in the manner contemplated by this agreement, of apparatus and equipment furnished by Products bereunder, and will pay or satisfy all judgments and decrees for profits, damages and/or costs which may be finally awarded against the Exhibitor by the Court of last resort in any such action or suit on account of any such infringement, provided that the Exhibitor shall give Products immediate written notice of such action or suit, full information and all reasonable cooperation in connection therewith and full opportunity to defend the same, and provided further, that this agreement shall not extend to any infringement or claim of infringement arising from any use of any of said equipment in combination with any apparatus or thing (not including films or records of Products' licensees) not furnished by Products, and that the liability of Products on account of any such infringement or claim of infringement shall be limited to its agreements in this paragraph contained and shall in no case exceed the total amount paid hereunder by the Exhibitor to Products. To the end that Products may protect itself and the Exhibitor from claims for infringement of patents, it is agreed that Products may at any time substitute for any of the Equipment or parts thereof which may have been furnished to the Exhibitor hereunder, other equipment or parts which 3 Products shall after test determine to be equally suitable for performing the function required, such substitution to be made without additional expense to the Exhibitor and with the least possible inconvenience to it or interruption of its business. 18. License Nonexclusive.-Nothing in this agreement shall be construed as granting to the Exhibitor an exclusive right or license to operate the Equipment in any particular City, Town, zone or neighborhood or as preventing or prohibiting Products from entering into similar agreements or granting licenses for the installation and use of similar equipment in competing theatres. 19. Period of License. This license shall be for a term of ten years from the day upon which the installation shall have been completed and the Equipment made available to the Exhibitor as ready for use. It may, however, provided 49629-pt. m-36-21 the Exhibitor shall not be in default in respect of any of the terms of this agree ment, be terminated at the option of the Exhibitor at any time after the expira tion of the first two years of the term hereof upon not less than six months' written notice given by the Exhibitor to Products of its intention so to terminate, 20. Entire Understanding.-The parties hereto expressly stipulate that this agreement as herein set forth contains the entire understanding of the respective parties with reference to the subject matter hereof, and that there is no other understanding, agreement or representation, express or implied, in any way limiting, extending, defining or otherwise relating to the provisions hereof or any of the matters to which the present agreement relates. No agent or em ployee of Products is authorized to alter or modify this agreement in any way unless such alteration or modification shall be approved in writing by the President or a Vice President of Products or by such representative as may from time to time be designated in writing by either of such officers. No waiver by either party, whether express or implied, of any of the provisions of this agree ment shall be construed as constituting a waiver of any other provision or pro-i visions of this agreement or as estopping either party from its right to enforce any provision or all provisions hereof. 21. Not Assignable.—This agreement shall not be assigned by the Exhibitor without the written consent of Products. It shall, however, subject to such re striction upon assignment by the Exhibitor, be binding upon the parties and their respective successors, assigns, and legal representatives and shall be interpreted according to the laws of the State of New York. In witness whereof, the parties hereto have caused these presents to be executed by their duly authorized officers in their behalf, the day and year first above written. ELECTRICAL RESEARCH PRODUCTS, INC., By In presence of— (as to E. R. P. I.) By (as to Exhibitor) 287 T S-12 M Contract No----- This Agreement made in triplicate in the City of New York, State of New York, this day of 192, by and between ELECTRICAL RESEARCH PRODUCTS, INC. (subsidiary of Western Electric Company, Incorporated), a Delaware Corporation having its principal place of business in the City, County, and State of New York (hereinafter called "Products"), licensor, and Corporation having its principal place of business at No Street, in the City of inafter called the "Exhibitor"), licensee, and operating the Theatre, at No a State of (here Street, in the City of "Theatre"): Witnesseth that for and in consideration of the covenants, stipulations, and representations herein set for, the respective parties hereto agree as follows: 1. (a) Grant of License and Installation of Equipment.-Products hereby grants to the Exhibitor a non-exclusive, non-assignable license to use in the Theatre (subject to all the terms, conditions, limitations, and agreements herein contained) the equipment hereinafter described for the electrical reproduction of sound in synchronism with, or as incidental to, the exhibition of motion pictures, or any performance given in conjunction therewith, and to employ (to the extent necessarily involved in such use of said equipment) the method and/or systems of Products, under all United States patents and applications for United States patents, relating to said equipment or to such use thereof, which are now owned or controlled, or which may during the term of this agreement be owned or controlled by Products, or in respect of which it has or may hereafter during the term of this agreement have the right to grant such license. (b) Service Day.-Products agrees to install in the Theatre sound reproducing equipment (herein referred to as "Equipment"), as follows: and will endeavor to complete such installation on or before 132, which shall be known as the "Tentative Service Day." Nothing herein contained shall be considered as a firm agreement on the part of Products to Complete the installation of the Equipment on or before the said date, it being understood that the extent of the obligation of Products in this respect is mited to using its best efforts to procure the manufacture and delivery of the Equipment and to installing the same expeditiously. The day on which inallation of the Equipment shall be completed and the Equipment made available to the Exhibitor as ready for public exhibition, whether prior or subsequent to the "Tentative Service Day", shall be known as the "Service Day." 2. Use of Equipment.-The Exhibitor agrees that it will use and employ the Equipment only in the Theatre, and that it will at all times during the period of this license keep, maintain, and operate the Equipment in the manner from ime to time prescribed by Products, and in no other manner. The Exhibitor ognizes the highly technical mechanism and art involved in the inventions and construction of the Equipment, and in the making of sound record (in any form) for use therewith, and that the prestige and business reputation of Products might be seriously affected by imperfect operation of the Equipment er by its use with sound records which are not suited to it or which produce inferior results when used with the Equipment, and that use of said Equipment otherwise than as herein licensed may involve infringement of patent rights. Therefore, in order to secure and insure the functioning of the Equipment to the satisfaction of the parties hereto, the Exhibitor shall not, without the written consent of Products, move, alter, change, or modify the Equipment, bor add anything thereto nor take anything therefrom; nor break the seal upon any part or collection of parts which is or may be sealed by Products; nor gerate, use, or employ the Equipment in any manner in conjunction with any Bound record not made under license from Products for such use, unless such sound record is of such character that the Equipment will operate properly, liably, and efficiently to reproduce sound from such sound record with accuracy quality and adequacy of volume. Also, in order further to secure proper functioning of the Equipment as aforesaid satisfactorily to the parties hereto, is agreed that all additional and renewal parts and assembled parts for the Lquipment shall be obtained from Products. Nothing herein contained, howfor, shall be construed as prohibiting the Exhibitor from taking all reasonable ps, consistent with the general intent hereof, either alone or together with Products, to protect, correct, or repair the Equipment in the event of an acciden or breakdown. The Exhibitor agrees that prior to the first public use in the Theatre of each film and/or sound record, it will cause such films and/or und records to be run privately upon the Equipment for the purpose of scertaining that the Equipment is in satisfactory condition and adjustment for the particular film and/or sound record. The Exhibitor expressly agrees that if at any time the equipment fails to function satisfactorily it will immediately notify Products by registered mail and telegraph, and the absence of such notification shall be conclusive as to satisfactory functioning of the Equipment. 3. Removal to another Theatre. In the event that the Exhibitor shall for any ason cease to manage or to operate the Theatre, Products will, at the request of the Exhibitor, remove the Equipment to and install the same in another theatre designated by the Exhibitor and satisfactory to Products; provided, Lowever, that the cost of such removal and installation shall be borne by the Exhibitor and that a new agreement for the unexpired term of this license shall executed by the Exhibitor operating such theatre (the Exhibitor hereunder hereupon becoming guarantor to Products of the performance of such new 8greement). 4. Instruction and Inspection Service.-Products agrees to instruct the motion Berare machine operators of the Exhibitor in the manner and method of opering the Equipment, and will issue to each operator who has, in its opinion, atisfactorily completed a course of instruction in the operation of the EquipLent, a certificate to that effect. Products further agrees, in order to perfect such instruction, and also in order to superintend the operation of the EquipLent, to keep in attendance at the Theatre during the hours of performance and at such additional hours as may be necessary, an engineer or other person skilled in such operation for a period of one week following the day upon which installation is completed and the Equipment made available to the Exhibitor as ready for public exhibition. Products also agrees to make periodical inspection and minor adjustments in the Equipment after it shall have been installed. Products may from time to time install such spare and renewal parts as may, in its opinion, be necessary to the satisfactory operation and maintenance of the Equipment. 5. Installation Charge.-The Exhibitor agrees to pay to Products in New York Exchange an Installation charge of Dollars ($‒‒‒‒‒‒‒) payable as follows: The sum of Dollars ($‒‒‒‒‒‒‒‒) on or before the execution of this instrument, receipt of which is hereby acknowledged, and the sum of Dollars ($----- ) by a demand promissory note satisfac tory to Products in the amount last mentioned, made by the Exhibitor and delivered to Products on or before the execution of this agreement and bearing no interest prior to presentation, which demand note Products agrees not to present for payment prior to the "Service Day", and the balance by a Series of (--) promissory notes, each in the principal amount of Dollars ($--------) satisfactory to Products made by the Exhibitor and deliv ered to Products on or before the execution of this instrument, the first of said notes maturing one month after the "Service Day" and the remaining notes at monthly intervals thereafter, and all bearing interest at the rate of 6% per annum from the "Service Day." Products is hereby authorized by the Ex hibitor to enter upon the face of any notes given hereunder, when the "Servic Day" is determined by it the respective maturity dates thereof and the date from which interest shall run. Upon the failure of the Exhibitor to pay any of the said notes as and when the same become due all of the said notes shal forthwith become due and payable. 6. Service Inspection Charge. In addition to any other payments required t be made by the Exhibitor hereunder, the Exhibitor agrees to pay Products throughout the term of the license hereby granted a service and inspection payment, payable weekly, which, for the first two weeks of said term, shall b payable on the Saturday next succeeding the "Service Day" and thereafte throughout the balance of said term on each and every Saturday in advance The amount of such payment shall be in accordance with Products' regula schedule of such charges as from time to time established. Under Products present schedule, the service and inspection payment shall be $-------- pe week, which charge shall not be exceeded during the first two years of the period of said license and thereafter for the balance of the term of said licens shall not exceed the sum of $_per week. 7. Transportation Charges.-The Exhibitor agrees to pay the cost of trans porting the Equipment from the place of shipment to the Theatre, and to accep delivery thereof from the common carrier and make payment directly to the common carrier of freight and express charges thereon. The Exhibitor wil also arrange for any necessary loading, trucking, and unloading to put the Equipment down inside the Theatre, and will directly defray the cost thereof. 8. Payment for Parts, etc.-The Exhibitor agrees to pay to Products its lis Installation charges as from time to time established for any additional equip ment or spare or renewal parts, furnished or supplied by Products, upon de livery thereof and to pay the transportation charges thereon. The Exhibito also agrees upon rendition of invoices to pay for any services rendered and expenses incurred by Products' employees in connection with and for the bene fit of the Exhibitor, except for the regular periodical inspection and mino adjustment service hereinbefore provided for. 9. Changes in Theatre.-The Exhibitor warrants that the Theatre is or befor said Equipment is installed will be supplied with suitable electric current electric power leads of suitable capacity with outlets conveniently located for power supply to the Equipment; suitable space, properly ventilated, for the installation of the storage batteries and charging equipment; drapes for acousti purposes, and suitable support for horns, and agrees to make such other reason able changes, alterations, and modifications as may be necessary for the proper installation and accommodation of the Equipment, all at the expense of the Exhibitor and when and to the extent and in the manner prescribed by Prod ucts or its engineers, and agrees to comply with all local laws and ordinances |