it will assume, and any recovery obtained in such suit shall be divided between BENDIX and said ZENITH OF SOLEX in accordance with the respective proportions of such expenses assumed by each. If the suit is brought by BENDIX, ZENITH and SOLEX shall promptly advise BENDIX whether they intend to contribute to the expenses of such suit and, if so, what proportion of such expenses, up to fifty percent thereof for ZENITH and SOLEX jointly, they will assume, and any recovery obtained in such suit shall be divided between the Parties in accordance with the respective proportions of such expenses assumed by each. In any event, however, each Party agrees that it will promptly furnish or cause to be furnished to the party bringing the suit any information at its disposal which may be of assistance in the prosecution of any such suit. 28. Each of the Parties hereby recognizes and acknowledges the validity of each of the patents the license of which is granted to it or contemplated by this Agreement and agrees not to contest the validity thereof. 29. Insofar as permitted by the respective governments, each licensor party hereto agrees to give to duly accredited representatives of each of the herein licensed parties access to its factories in its territory, at reasonable times and under reasonable conditions, for the purpose of acquiring information as to the method of manufacture of the devices within the scope of this Agreement. It is agreed that in designating representatives to visit the factory or factories of the licensor party each licensee party will exercise the greatest possible care in the selection of such representatives to the end that the information received by them shall be kept confidential as herein provided. EXHIBIT NO. 128 30. Each Licensor Party agrees to give to each licensee party full information which it may have as to apparatus falling within the scope of this Agreement, materials, use and methods of manufacture, together with, at reasonable cost, blue prints of detail drawings of the parts comprising the structure of such of the standard forms of the devices other than devices which the respective Governments may have requested the manufacturing party to consider confidential. Either of them will, upon the request of the other, furnish blue prints of available drawings of such machines and tools, together with operation analyses as used in the manufacture of the devices, at reasonable charge and within a reasonable time following such request. The informations to be given by the Licensor Party shall include technical reports and statements of theoretical and practical investigations, researches and tests, characteristics, data, performances and results, as well as the Patent Office actions and the results of searches made by its Patent Department. 31. The parties hereto agree that methods, information, models, plans, data and drawings, experience, advice and assistance furnished by one party to another are for the use of that party and its licensees only and are to be kept confidential. 32. The Parties hereto mutually covenant and agree that they will execute or cause to be executed any and all such additional agreements, transfers, powers, licences and other documents and will do or cause to be done any and all such further acts and things as may be necessary in order to give effect hereto and to create the rights herein provided to be given. 33. Whenever in this Agreement rights or obligations of the respective Parties are referred to, such rights and obligations shall be deemed to extend to all companies in which they have a controlling interest, to the extent required to give full effect to the provisions hereof, except as otherwise specifically provided herein. 34. This Agreement shall continue from the date hereof until February first 1945, and shall thereafter continue for two successive periods of five (5) years each, unless notice is given by one party to the others by registered letter of its intention to terminate this Agreement on the expiration of its original period or on the expiration of the first of such additional periods, such notice to be given at least one year prior to such termination date, provided, however, that each party, and their respective nominee-licensees, shall be entitled to continue to manufacture and sell carburettors under any patents used by them hereunder within one year prior to the date of such termination, until the expiration of the respective patent, without the payment of any further royalties hereunder. 35. ZENITH will under no circumstances permit or acquiesce in the sale in the United States and Canada of carburettors manufactured by it or for its account, except in instances contemplated in Paragraph (20) and, conversely, BENDIX will under no circumstances permit or acquiesce in the sale in the ZENITH-SOLEX territory of carburettors manufactured by it or for its account, except in instances contemplated in Paragraph (20). It is further understood-notwithstanding anything to the contrary herein-that ZENITH and SOLEX may export to Russia automobile carburettors manufactured elsewhere under this Agreement but that they will at all times refrain from divulging, for use in Russia, any information or technical knowledge imparted by BENDIX and in no instance grant or cause to be granted therein any license under any BENDIX patents. 36. In Territory in which it is not herein granted an exclusive licence ZENITH and its affiliated and associated Companies, will not use any BENDIX OF STROMBERG mark on any of its products, and outside of the United States and Canada BENDIX and its affiliated or associated Companies will not use any ZENITH mark on any of its products, except on products exported under the provisions of Section (2). 37. In the event of the termination of this Agreement or the cessation of a ZENITH Company in any country to pay its obligations to BENDIX, then and in that event ZENITH will cause to be reconveyed to BENDIX the trade-marks, and associated goodwill, in said country or countries so that the same shall be vested absolutely in BENDIX. 38. This Agreement shall inure to the benefit of the Parties hereto and their successors and assigns. 39. Upon the signing of this Agreement by or on behalf of the respective Parties hereto, the Agreement of January thirty-first, 1935, hereinbefore mentioned and all Agreements corollary thereto of whatsoever nature are herewith superseded and it is agreed and understood that this Agreement, and this Agreement only, is the sole and only Agreement as of this date existing between the Parties hereto. IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed in triplicate by their duly authorized officers. To: Mr. Charles Marcus. INTERDEPARTMENTAL BENDIX PRODUCTS CORPORATION, June 6, 1938. Subject: Zenith-Solex-Bendix Agreement. Pursuant to my longhand letter of Saturday, I list herewith the European patents which, according to our information, are in force and should be included in Schedule B as licensed to French Zenith. This list does not include German and Austrian patents, nor patents in nonEuropean countries such as Canada or Japan. The list is subject to some revision, but I believe is sufficiently accurate for your present purposes. If greater accuracy is necessary, we can get information from the records of the Paris office. SOCIÉTÉ GÉNÉRALE DES CARBURATEURS ZENITH S. A. SIÈGE SOCIAL 22, RUE GÉNÉRAL DUFOUR, GENÈVE No. 8.268 A-D. 720 GENEVE, le 1 er juillet 1938 AGREEMENT BETWEEN BENDIX, ZENITH AND SOLEX DATED MAY 3RD 1938 26-32, rue de Villiers, Levallois-Perret, Seine. DEAR MR. GOUDARD: I have this day signed the agreement on behalf of Bendix Aviation Corporation with Société Générale des Carburateurs Zenith and other companies. In this connection, I confirm our understanding that when we are free to do so we will grant to you the carburetor license for Germany under the same terms now accorded to Pallas Apparate Gesellschaft M. b. H. Respectfully, The subsidiary companies of Bendix Aviation Corporation mentioned on page one (1) of the attached agreement are Bendix Aviation Corporation, Ltd. Bendix Brake Company. Bendix-Cowdrey Brake Tester, Inc. Bendix Marine Products Company, Inc. Bendix Products Corporation. Bendix Radio Corporation. Bendix-Stromberg Carburetor Company. |