Document ExBNKELbjQB5aLxwwpMQ0eg6x

PLAINTIFFS EXHIBIT 1 ACS-36 (A)Tm strong TffkCPMOMC; KlUt 1*11)1 ft:Al; iu 1252 rc. f|MN|tk4ftU March 23, 1962 Mr. John P. Harrington Asst. national Sales Manager Industrial Insulation The Eagle-Picber Company American Building Cincinnati 1, Ohio Bear John: Subject: Private Label Agreement Armstrong Cork Company The Eagle-Pieber Company I am enclosing copies of the subject agreeaent attested by Mr. E. H. Peck *nd myself. Ton vill note that ve have not filled in the effective date of the agreementy$un. but if you are agreeable, would'like to suggest that ve make the effective date March 15, 1962 so that ve nay include any orders already placed vith your company* Arc ^ Please note also that ve have included under Section. (1) DESCRIPTION OF Ccm^^T. PROEUCTS, a notation adding the products listed in your letter of January 12, 1962 to me. The only other ebange occurs in Section (2) REQUIFJEKnnS, vfaere jt0K ve have added a notation to indicate that you vill manufacture and sell to us and ve vill buy from you our partial requirements of all applicable materials. As ve have discussed in the past, this notation is not meant in any vny to restrict our purchsses of your materials, but is merely meant to clarify the present non-exclusive nature of our agreeaent. If agreeable, I would appreciate your filling in the effective date of the agreement, initialing the additions and modifications mentioned above, and returning one signed copy of the agreement for our permanent files. Sincerely yours, D3 Enclosures V. B. Lin^^fCanager Burchasipg/fepartmer.t EPX00716 ZzZSit. aade and entered into as of the 1 gth <*ty of Ktrah. 1062 by and between The Eagle-Picher Company, an Ohio Corporation, hereinafter referred to as "Eagle-Picher" and Armstrong 6ork Ccspany-, a Pennsylvania Corporation, hereinafter referred to as Armstrong Cork"? WITNESSETH: IT IS AGREED AS 70V.0/S: (1) DESCRIPTION OF PRODUCTS (a) Super *66" Insulating Cement is defined as a thersal insulating cenent manufactured under United States Patent No. 2,237,7^5t packed in 50-pound malti-vall paper bags bearing said patent number. (b) "One-Cote Finishing Cenent" is defined as a single eoat, quick setting, insulating-finishing cement, paeked in 50-pound bags. (e) "PV Superteap Slock" is defined as an all purpose thermal Insulation, mineral, wool block packed in cardboard cartons. (d) "KT Board" is defined as a mineral fiber board made in two densities (8# and 105 per cu. ft.) and packed in either cartons or bundles. (e) "Felt** is defined as a mineral wool fiber material made in 4, 6 and 8r densities, and packed in either cartons or bundles. A*. ivucPk!-* **ik*u V*-7^ -4*Tw*e iO wTTJU iV VC (2) RSOTIR2EHTS "^ IS u .Klf /-- Eagle-Picher will manufacture for and sell to Armstrong Cork and Armstrong Boric will buy from Eagle-Picher, Armstrong Corkts/lrequireaents of those materials ^Listed under *,{1) DESCRIPTION OF PRODUCTS" as (a); (b), (c)# (d) and (e), such commodities to be under Armstrong Cork's trademarks and labels, (3) PRICES AND TERMS Prices and terms are set forth in Exhibit A, hereto attached and **de a part hereof. EPX00717 Prises may be revised by Eagle-Picher ires time to time cn giving notice to Arastrong Cork; however, no price revision shall be made unless Eagle-Pieher simultaneously makes effective price charges to its distributers and applying contractors, la the event such revised prices shall be unacceptable or un satisfactory, Armstrong Cork say cancel this agreement by giving Eagle-Pieter notice in writing within ten (10). days after receipt of notice of such revised prices. (4) QDAIXIX Commodities covered by this agreement shall conform to Eagle-Picher's standard sales specifications which apply to said cosaodities generally offered to the trade by Eagls-Bieher, a copy of such specifications, marked Exhibit B, being hereto attached and made a part hereof. In the event such specifications are modified or changed by Sag! ft-Plcher, such modifications or changes shall forthwith be communicated to Armstrong Cork in writing. Any claim for defective material, imperfect manufacture, shor tage in count, or for any other cause, .shall be presented to Eagle-Picher by Armstrong Cork within thirty (30) days after Armstrong Cericls receipt of such claim from its customers, (5) SHTPHSOTS Shipments -will be made fren time to time as the wants of Armstrong Cork-nay require, provided Armstrong fork gives to Eagle-Picher reasonable `notice of the amounts of such shipments to enable Eagle-Picher to make and ship same. (2) EPX00718 (6) 00STXKG5HC15S Causes beyond 'the control of either ptrty, su-h as strikes, fires, casualties at plants, or other difficulties which cake it impassible to fulfill the requirements of this agreement, shall constitute an excuse for-non-performance during the period of such disability* Eagls-Picher say add to the price stated herein any taxes or other charges imposed by governmental authority upon the sales, shipment, or use of said commodities* (7) PATENTS Eagle-Picher shall protect and indemnify Armstrong *Ccrh from and against all claims, damages, judgements, excuses and loss arising from the infringement or alleged infringement of any patent of the United States by any of the goods delivered hereunder; but Eagle-Picher does not warrant against infringement by reason of the use thereof in combination with other materials or in the operation of any process; and Eagle-Picher shall defend or settle at its own expense any p-iit or proceeding brought against Armstrong Ger*rfr such infringement, provided that Eagle-Picher is notified proaptly in writing of the commencement of such suit or proceeding and Is given authority, information and assistance by Armstrong Xork for the defense or settlement thereof* (8) DURATION This agreement shall be operative for a period of one (1) year and shall continue indefinitely thereafter, subject to termination by either party at any time after one (1) year subsequent to the date of executing hereof on giving the other party one (1) month's notice in writing. In the event of termination, Armstrong Cork shall purchase from Eagle-Picher at Sagle-Picher's cost such bags and/or cartons bearing (3) E PX00719 Armstrong Cork9* design which Eagle-Pieher may have on hand at the elective date of sueh termination. Sueh bags and/or cartons shall not exceed a maxirtun of dOOO in number. (9) ASSISTANCE TO BE niPJgggP BT EAGLE-PICKER Eagle-Picher will furnish to Armstrong Surte (a) Usual sales help and counsel which Eagle-Picher Sales Departoent provides their franchised contractor outlets. (b) Standard size samples, free of charge, in%packages which will be paid for by Armstrong Srrk, P.O.B. Joplin, Missouri. (e) Such eartons and bags required for the packaging and shipping of the comodlties covered by this agreement, such containers to bear Armstrong Cork9# design, which will be applied only on such containers furnished Armstrong Cork, it being understood that Armstrong 6ork shall bear the eost of printing dies. (10) ASSIGNS This agreement shall not be assignable by either party unless the written consent of the other is first had aid obtained. (11) EKTX3E AGRZEKENT There is no understanding or agreement .regarding this contract other than shown herein. Executed in duplicate as of the day and year above written. ATTEST. THE EAGLE-PICKER COKPAJIT EPX00720 ?TKIBIT b X. ARMSTRONG ARHATg? mSKT NO. 166 Equivalent Eagle.Picher Super *66" Ceaent. packed In Armstrong Armateap Ceaent Bo. 166 bags 50# net weight. Package Specifications Open south, sewn bottom bag, sice 19f" x 4" x hi", constructed of l/50# *nd 2/40# natural kraft, spot pasted and thumb cut at top. Face printed in two colors, Sinclair and Valentine #316' Red and #1 White, for Armatemp Cement Ko. 166, net weight 50#, Mixing instructions, freight classification stamp. Form Ko. 2U1004.B and bag site to appear on back in red'. 2. ARMSTRONG ARKATSMP CgCTT KO. 10 Equivalent Eagle-Pieher One-Cote Cement packed in Armstrong Armateap Ceaent Ko. 10 bags 50# met weight. Package Specifications Open south, sewn bottom bag, sice 17" x 4" x 37"* constructed of 1/50# and 2/40# natural kraft, spot pasted and thumb out at top. Faee printed in two colors, Sinclair and Valentine #316 Red and # 1 White for Armate^ Ceaent No. 10, net weight 50#* Mixing instructions, `freight classification staap, Form No. D-1005-B and bag sice to appear on back in red. 3. ARMSTRONG ARMATEMP BLOCK Equivalent Eagle-Picher PY Superteap Block packed in Armateap Cork printed cartons except 3f" block which is packed in plain cartons. Block Thickness Length Carton Size Width Deoth Bd. Ft. Per Carton 1" - 2" - 4" 16-1/8" 1+" - 2i" -3" 15-1/3" 3i" 14-1/8" 12-1/8" 12-1/8" 12-1/8" 36-1/8" 36-1/8" 36-1/8" 48 42 Package Specifications Regular slotted carton - 275# test, A flute corrugation. two 15" or 16* x 36" panels printed in two colors, G.C.M.I. #74 Red and #91 White, with design for Armstrong Armateap Block, Fora No. D-IOO3. Contents layout and Fora N. Zt-1003 printed in fed on one 12* x 36" panel freight classification stamp and earton site or identifying number printed in red on opposite 12" x 36" panel. E PX00723 4 igySTROKG >?T AKD KT-10 BOAJSDS Equivalent *gle-P.ichcr KT and KT-10 Boards aade from a dark grey Mineral Vool Tiber with a high temperature binder and formed into rectangular sheets or controlled thickness and density* The board is relatively dust Tree, water repellent and with parallel faces end square corners* Package Specifications * Packages shall be plain cartons, 2 piece with 2" overlap, T3Z, sade from 200 lb. test stock with 8 flute and with stitched closure* Standard sites are as folios: *8 1/2" x 24 1/2" x 18" *8 1/2" x 2< 1/2" x 20" ' Packages shall be Barked to show either HT or KT-10 Board, sise, and number of pieees packed. Cartons shall bo filled in accordance with the following tables: Thickness Pcs- /Carton So.Ft* /Carton Carton Sice 1* 20 12 2" 10 8 6 5 5 Does not apply to KT-10 Board. Thickness Bd.Pt. /Carton 160 20" 96 18" 80 20" 64 20" 48 18" 40 18" 40 20" Aoorox Cross Wt/Ctn. KT HT-10 1", 2", 2}" and 4" li% y and 3i** 160 144 112 lb. 101 lb. 139 lb. 125 lb. Cartons shall be stapled closed. All packages shall be narked with a code nuaber that will permit complete nanufacturing identification. Cars or trucks shall be Inspected and any wire, nails, or other protuberances which night tear bag shall be removed. Bags shall be suitably protected, if such hazards cannot be renoved to pre vent damage in transit or when opening doors at destination. This product shall be Identified on shipping forms as "Mineral Wool in Solid Plat Sheets". EPX00724