Document Lov60KMEJ29kLBZBQ3ZOq4GJX

AVmstrcJhg CONIDtCTINSeoANDfoTie* TEkEPHUNC: IEppui - ' HOMTm 1.1-- l TlfT LANCASTER. PENNSYLVANIA . January^lT, 1963 Krafft-Murphy Company 1011 Arlington Bird* Arlington 9, Virginia Attn: Ur. Frank Krsftt Subject: Sprayed "Limpet" Asbestos Dear Frank: * Enclosed for your files is a properly processed copy of the agreement. We acknowledge your list of January 11th where certain outstanding proposals hare now become firm contracts. We have recorded this list for price pro tection. We also thank you for your advice that the German Embassy job is still not on a firm basis and we would appreciate you advising us as soon as you can of the status of this one. It would be of assistance to us for record keeping if you could advise which contracts we should eliminate from the list as you place orders for material. I have in mind that you probably will be taking truckload quantities direct ly into your..warehouse. Very truly yours. JES enclosure Commodity Manager Sprayed "Limpet" Asbestos V EXHIBIT C APPLICATOR AGREEMENT THIS AGREEMENT made this day of 02s CS fri &. 'JZ , 196^, at Lancaster^ Pennsylvania, by and between ARMSTRONG CONTRACTING AND SUPPLY CORPORATION, hereinafter called ARMSTRONG, and IWffl igpto OMfy whose principal place of business is located at loll Aarllnctea Bhl .._ (Number and Street) hereinafter o*TT*d APPUCATOR. ******** (City or Town) 1 State) WITNESSETH: r ... .. . WHEREAS, Armstrong is licensed under U. S. Patent Nos. 2,604,068, . 2,604,416 2,964,244, and is authorised to grant sublicenses, and WHEREAS, Applicator wishes to obtain a sublicense to practice the above patents for certain limited purposes and to rent one or more patented spraying machines: NOW, THEREFORE, it is agreed as follows: 1. Armstrong shall make available to the Applicator on a rental basis such - - .spraying machines including electric motor and special fiber nozzles, _ hereinafter called Machines, as Armstrong shall have available. Applica tor not use the machines for any purpose other than spraying the specially blended asbestos fibers without Armstrong's prior written -approval. Supplementary equipment such as fluid hose, fluid pressure feed tank, air compressor, air hose, fiber hose, electric cables and ` necessary attachments thereto are not leased hereunder and must be purchased by Applicator. _ Accordingly, such equipment shall not be deemed to be a part or parts of the machines leased hereunder. Every machine leased by Armstrong shall carry with it a sublicense during the term of the lease to practice the aforesaid patents in one or more of the following fields as indicated by an 2 and as more fully described in Appendix A. S (a) Building Applications as Specified by Architects (b) Industrial Applications as Specified by Engineers (c) Marine Applications W Original Equipment Applications Such sublicenses and leases are personal to the Applicator and may not be assigned or transferred by operation of law or otherwise. Applicator shall have no right to grant sublicenses. Form 15L. 11/62 " 2, The nonexclusive territory to which the aforesaid licenses are United, ie as follows: UlMlitfOMIt ^ kt&n State f Hvylead " 81^1 f TinlMu gouBtlM Ofi iiUaitn | Mrfstf Mau, *111 lq aad SWfford* State of mm Amn Ceoaty iT Iom krtbabtrlndi swiq uilivai' Stato of NoMflfida) 0--1-- aft Cut*', Galatia; Task--ms,, lahoMa o Whl|tot Immtmf maxmmf North amptqf- Pflf mharTMVI; 3Mi| tywdmt Uw Caalra, ntatiir Cottitod/ Dauphin, TrarikTTh, "lailota, " loronWr; fwyr lynoulwn' Klfflla^lhntiur, Tertt ^ 3 Daring the rental period Applicator shall pay Armstrong rental as set forth on Appendix B containing terms and conditions of rental which is attached hereto and made a part hereof hy reference* Armstrong may change Appendix B at any time hy giving to the Applicator thirty (30) days1 advance written notice* All such notices shall he deemed to have been given when hailed, properly addressed, and postage prepaid, * In the event Applicator is nrrtH i ~H ng to accept the changes in Appendix B, Applicator may terminate the agreement by so advising Armstrong* of-its unwillingness to accept the changes at least ten (10; days prior to-the effective date of the scheduled change. Upon termination far this, ar far any reason, Applicator shall promptly return all machines to Armstrong, 'freight prepaid* ... 4* All rentals be tosubject the approval of Armstrong's Credit Depart- . - mezrt* Should the Applicator default in any rental period for more than ten (10) days,, or became insolvent or make any bill of sale, deed of trust or assignment for the'benefit of creditors or file a petition in bankruptcy or be adjudged a bankrupt, or file or have filed against it a petition for reorganization, or should any receiver or trustee be ap pointed, or should any of the machines be levied upon or sold, the lease shall terminate immediately upon notice to Applicator* The prior waiver of any previous breaches ar default or nanenfarcement of any of Armstrong's rights hereunder ->*n not be deemed to detract from any rights of Arm strong hereunder or act as a waiver of any future breaches* 5* In the event Armstrong's license under U. S. Patent Bos* 2,604,068, 2,604,416, and 2,964,244 is terminated for. any reason whatsoever while this agreement is still in effect, Armstrong wh*!*! terminate this agree ment immediately upon the giving of. notice to the Applicator* 6. Applicator authorizes Armstrong to enter without legal process into any buildings which it owns or occupies (whether or not locked), and to repossess said machines and related leased equipment upon any default - by Applicator* 7* Applicator pay a deposit of ($240.00 prior to the shipment of each machine. In the event that any muMw . requires repair when returned to Armstrong, Armstrong ghg~H Mt the re pairs and deduct the charge from the deposit. Armstrong may inspect the ) Farm 15L. 11/62 leased machines at any tine and notify the Applicator to make repairs. Applicator purchase all repair parts from Armstrong. Any repairs vhich the Applicator cannot make himself shall be made by Armstrong, in which event Applicator shall pay the shipping charges to and from the Armstrong repair center as veil as Armstrong repair charges for parts and labor. Armstrong may deduct any unpaid rent or freight charges frcm the deposit. Applicator shall be responsible for and shall bear the risk of loss of machines rented to him until returned to Armstrong, and Applicator whan insure the machines either against loss or damage under a contractor *s equipment floater insurance policy nniiring Armstrong as an additional insured or under a reasonable self-insurance program. Armstrong reserves the right o demand certificates evidencing'such, contractor's equipment floater insurance, *nd Armstrong must-.give-oral or written approval to any program of reasonable self-insurance prior to the signing of this agreement. At no time ghflil Applicator have any property interest in the rented machines. 8. Applicator may not modify the machines, or permit the removal, displacement, alteration, or concealment in any _vay of the name plates fitted to the machines. Applicator not permit the machines out of its possession and control at any time. 9. Applicator shall only allow the machines.to be operated by properly trained and . efficient employees of the Applicator- or.-other responsible persons, . and Armstrong shall be the sole -^ndge-of-whether or not this condition is being met. All applications of sprayed asbestos shall be made with the machines in accordance-with the Armstrong specifications. Armstrong sh*n provide free instructions* for Applicator and .the, employees of-Applicator and other re- . sponsible persons using the-machines with the permission of Applicator at training centers set up by Armstrongs- Armstrong will not pay the transportation or living costs of such trainees. -- - *- . 10. Armstrong may at any reasonable time, and at. its own expense, be entitled to inspect the machines for the purpose of . examining their condition, or for any other reason, and also to inspect the quality of the work performed using said machines in order to insure that the Applicator at all times meets the standard specifications approved by_Armstrong............ 11. Applicator shall not make, or cause, or. permit to be made any copy or copies of the patented machines. 12. Armstrong will make available for purchase by the Applicator all of the specially blended asbestos fibers suitable for use in the machine which the Applicator may order, and also such special surfacing materials vhich Armstrong shall have available from time to time. Sales of such specially blended as bestos and special surfacing materials shall be made in accordance with Armstrong'8 price lists and terms and conditions of sale i& effect at the time of the sale. 13* Armstrong agrees to protect Applicator against advance in rentals and in prices vith regard to specially blended asbestos fibers and special surfacing materials necessary for fulfillment of contracts executed by Applicator, and of proposals submitted by Applicator prior to receipt* of notice of the price advance to the following extent: (a) At Armstrong's prices effective on the date when such contracts were executed by Applicator, provided Applicator shall have filed Form 15L. 11/62 -4- with Armstrong, within fifteen (15) days after receipt by Applicator of written.notice of such price advance, a listing in writing of *11 contracts on which Applicator desires pro tection, which list shall show the quantity of Armstrong's Products required in the performance of each of said contracts. (b) At Armstrong's prices, effective on the date when such proposals were so submitted by Applicator to his customer, provided each such proposal is accepted by said customer within- thirty (30) days from the date of receipt of written notice of such price advance, and provided further that Applicator shall have filed with Armstrong within fifteen (15) days after receipt by Applicator of written notice of such price advance, a list in writing of all outstanding proposals on which Applicator desires such protection, which list shall show the quantity of Armstrong's products required in the performance of each said* proposal. . Armstrong may ship, and if so shipped. Applicator must accept delivery of Armstrong'8 Productsj with respect to which price protection has been given, within three (3) months from the date of filing the aforesaid list of contracts and proposals and pay for same in accordance with terms and conditions of price schedule then effective. 14. Applicator shall not use the machines to spray any materials other than those materials .sold to Applicator by Armstrong until notification of in tention to use other materials has been given to Armstrong and a reasonable time has elapsed for . Armstrong to comment thereon. 15. All inventions or improvements which shall be discovered by the Applicator or his employees relating to machines, spray technique and 'Sprayed "Limpet" Asbestos' and associated materials during the term of this agreement and ary patent or other rights acquired shall become the absolute property of Armstrong, but the benefits thereof shall be enjoyed by the Applicator, (in addition to being enjoyed' by Armstrong) so long as this agreement remains in force. 16. Applicator shall indemnify and hold Armstrong harmless from *nd against any and all claims, actions, suits, judgments, expense costs, *nd attorney fees oh account of death of or injury to any person or persons, or damage to property or for any other claim arising out of or in any way connected with Applicator's use or possession of the machines or any supplementary equipment. 17* Applicator shall at all times be solely responsible for determining the suitability of the use of the patented machines and' process, and shall make no claims against Armstrong arising out of. or connected with any ' installations or attempted installations. 18. Armstrong shall not be responsible for .failures or.delays in "g shipments or deliveries caused by labor conditions, raw material shortages or excessive cost, carrier or supplier delays, fire, the elements, accidents, embargoes, war, insurrection, governmental regulations, Ihr15L. 11/62 riot, or other cause beyond Armstrong's control, and in no event for damages* Armstrong assumes no liability for, nd vill Mt no allowance far (a) loss of time in connection with the use of any or equipment far any reason whatsoever, (b) damage on account of accidents, (c) delays due to defective machine or machines or equipment or any part thereof, or (d) for delays in delivery or return of the machines* 19* In the event say materials supplied to the Applicator by Armstrong are defective the maximum amount of Armstrong's liability hereunder shall be the replacement or the replacement value of the defective 1 In no -event^1*!! Armstrong-be 'liable for any consequential damages in cluding, but not restricted to, the expenses of application, removal, * or reapplieation. 20* Applicator b*rt pay any and all excise, sales or use taxes which are or hereafter may be ^levied or imposed upon ary materials sold by Armstrong to Applicator and/crjan the use of the loaned machines, by ary Federal, state or local authority* 21* - Armstrong grants- to-the-'Applicator a license to use the trademark SPRAYED LIMPET" ASBESTOS subject to the terms and conditions set forth , ----- - -- in Appendix-C* - ISuch^license -is personal to-the Applicator, and may not -j- - --by assigned-or transferred by operation of law or otherwise* Applicator shall have no right to grant sublicensee* 22* This agreement shall be effective from the- date end year first above - vrifcten-to -the-end iof-"the -current year, ahart continue thereafter for each succeeding calendar year to the last day thereof. However, either-party may terminate-this agreement at any time, with or without cause, by giving the other at least thirty (30) days' written notice of intention to that effect in which event-all machines equipment rented to Applicator, by Armstrong ahrt be returned prior to the ex piration date* 23* - This instrument- contains the entire agreement between the parties hereto and they do further agree that this agreement cannot be changed, or discharged unless, such agreements of change, modification or dis charge are reduced to writing and signed by the party against whom such change, modification or discharge is sought* 24* This agreement cancels and supersedes art previous agreements entered into by the parties hereto, prior to the date hereof relating to the same or tdmPnr subject matters* .... 25* This agreement is made in and ab^n be construed in accordance with the laws of the Commonwealth of Pennsylvania. Form 151*. ll/2 - -6IH UZTBESS WHEREOF, and distending to be legally bound, the parties hereto have caused this agreement to be executed ty their duly authorized representatives. JSHSTBQHG COmCTING.jUlD SOPPET CGRPORiTIQN ay Asst Secretary Fan 15L. 12/62 APPUGATQR A APFEKDH A CROUP a. BUILDING APPLICATIONS AS SPECIFIED HT ARCHITECTS 1* Acoustical correction and/or sound control in buildings. 2. Theraal insulation to prevent beat loss and maintain a comfortable atmosphere far personnel in buildings. I 3. fireproofing of decks,. beams, columns, and duets in buildings. 4. Condensation control in high humidity areas in buildings. 5. Any combination of the previous items in buildings. GROUP b. INDUSTRIAL AFPHCkTIQHS AS SPECIFIED HI ENGINEERS 1. Thermal insulation far the conservation of heat in processing equipment, turbines and other prime movers, or far jpersoxmel protection against burns. 2. . fireproofing of vessel skirts or pipe support columns or industrial plants. - items in 3. "_ Corrbsion prevention in industrial plants. . 4T Thermal insulation of Boiler Room and Equipment Room ceilings. *5. -Aqy combination of the previous items in Group b. GROUP c. MARINS APPUCATIONS 1. Thermal insulation for the conservation of heat in Boilers, Ducts, Piping, Turbines and other prime movers, etc. 2. Structural Insulation to prevent heat transmission through Deckheads, Bulk heads, or Bulls. 3. fireproofing of Deckheads and Bulkheads. 4. Condensation Control. GROUP d. OHIGIML EQUIPMENT APPLICATIONS 1. All applications in the field of Original Equipment PQrml5L.il/62 APPLICATOR AGREEMENT APPENDIX B Terms and Conditions of Rental Machine Rentals Machines on hand or ordered on and after January 1, 1963s Hi Type J lype - $35.00/3-manth period 62.50/3-ncnth period Terms* Bet Hie rental period shall be three months, starting the first day of the month following actual shipment. e Rents for subsequent throe-month periods are immediately due and payable for machines not shipped to Gloucester by the end of the rental period. All machines shall be returned to Armstrong Contracting *nd Supply Corporation at Gloucester, Rev Jersey. shipping charges In both directions be. paid by Applicator. .* -HQEEE: Above rentals apply to the Limpet Spraying Machine, Including electric motors and special fiber nozzles. Supplementary equipment, necessary far the aprsylng of limpet fiber, such as fluid hose, fluid pressure feed tank, air compressor, air hose, fiber hose, electric cables and attachments thereto, are not Included as a part of the Machine and must be purchased by Applicator. Tara. 15L. ll/to iFPHttiaa agreement - APPENDIX C Armstrong ia the authorised user of the trademark SHULXED *LIMPET" ASBESTOS la authorised to grant to Applicator the right to the nonexclusive use of trmdemxk upon or In connection vith certain asbestos products, paid use subject to the following terns and conditional (a) The said trademark shall only be used in relation to asbestos products made from certain specially prepared and blended asbestos fibers supplied by Arm strong ussier the trademark "UMPET", provided such asbestos products strictly comply vith specifications set up by Armstrong* (b) Armstrong of its authorised representative shall have the right to inspect, at reasonable times, the method of manufacture or application and the finished products upon which the said trademark will be used, and Applicator agrees to submit samples to Armstrong far erami nation and testing at Armstrong's request. (c) Applicator shall submit to Armstrong for approval the form and manner in which Applicator proposes to use the trademark on or in reference to said asbestos products; such submission include Invoices, labels, advertisements and other material bearing the said mark and shall be made and approved prior to actual use or display of tiie msrk. (d) Applicator will forthwith cease ary use of the said trademark or of any matter therewith, and azy use of ary . other-trademark in connection with said asbestos products, to which Armstrong may object and which may diminish the . distinctiveness of the licensed= trademark. - (e} Armstrong will supply to Applicator written specifications and standards governing the, quality, workmanship, and properties of the asbestos products to be marketed under or by reference to the said trademark governing the form and manner in which the said trademark may be used by Appli cator, either on or in reference to asbestos products produced under this agree ment All sneh standards and specifications shall be faithfully observed by Applicator. Armstrong may vary such specifications and standards from time to time on 60 days' written notice. (f) It is understood and agreed that this license does not convey to Applicator any title or right of ownership in or to the said trademark or azy registrations thereof. Applicator not, at azy time, do or suffer to be done, azy act or thing which will in azy way diminish or the rights of Armstrong in azid to the said trademark, or in azid to the trademark "UMEET", this covenant will cantime to be observed after the termination of this licezxse. (g) Upon termination of this agreement. Applicator agrees not to use the said trademark or a confusingly similar name or mark, in relation to azy goods, unless authorised by Armstrong, in writing, to do so. ___ (h) In azy legal action, or administrative proceeding, involving the "UMPET." trademarks. Applicator agrees that it will, at Armstrong's espeziae, render all reasonable assistazice to Armstrong and its counsel. If it is or becomes necessary tp make a public record of Applicator's right to use the licensed Fora 15L. 11/62 APEEHDU C (COKTINPE&) --Tt Applicator will cceqalete any document reasonable necessary and appropriate to that end. (1) Armstrong reserves the right to withdraw the authority to uee the trademark. If in the trademark owner*s opinion the standards requirements of the trademark owner either as to the production of the asbestos products or the --of use of the said trademark, have not been, observed. Applicator any and all use of the said trademark immediately upon receipt of written notice of withdrawal of the right to uselthe same. Form 15L. U/62