requested, regarding the conduct and policy of the Assignor's business.

9. In consideration of the said services, the Assignor agrees to pay to the Banker.. per cent. on the aggregate in amount of the face value of all accounts assigned to and accepted by the Banker, but the Banker may, at its option, retain said commissions from any and all moneys of the Assignor in its hands.

10. The Banker shall have the right at any time during business hours to examine the books of account of the Assignor.

11. The Assignor agrees not to procure advances on any accounts from any source other than the Banker during the continuance of this agreement. The Assignor hereby guarantees the correctness and good faith of all accounts assigned and the payment of same.

12. The Banker agrees to remit to the Assignor all sums received by him on the collection of the aforesaid accounts after deducting all advances made thereon by the Banker together with the interest, commission, advances and charges as herein provided.

13. In the event of any misrepresentation of the Assignor as to any account assigned by the Assignor to the Banker in matters pertaining to this agreement, or in the event of any violation by the Assignor of any of the provisions of this agreement or in case of failure or insolvency on the part of the Assignor, this agreement may be at once terminated by the Banker without notice and any and all claims against the Assignor by the Banker, shall, at the option of the Banker, immediately become due and payable.

14. It is agreed that if this account be discontinued for any reason, the Banker shall have the right to collect all moneys advanced, plus commission, interest, charges and expenses before paying the Assignor any equities.

15. The Banker shall have a general Banker's Lien on all moneys, property or other collateral in its possession, for any and all indebtedness which may exist under this agreement. The word "debtor" in this agreement refers to the customers of the Assignor mentioned in the assigned accounts.

16. The term of this agreement shall be from the....

day of....

of.....

., 19..,

19. ., to the...

day

19.., Thereafter this agreement shall continue from year to year, unless written notice of election to discontinue shall be given sixty days prior to the expiration of any year, by either party to the other.

This contract shall be construed according to the law of the State of.

ASSIGNMENT (IN CONNECTION WITH THE FOREGOING)

For value received, we do hereby sell, assign, transfer and set over to the Banker, his successors and assigns, the claims and account set forth on the reverse side hereof, and all our right, title and interest therein and to any and all of the merchandise therein described, and any and all the merchandise returned or unaccepted thereon. We do hereby covenant and guarantee that the said claim and account is a true and correct statement of an actual indebtedness incurred by the debtor therein named, upon the terms therein stated now outstanding and owing to the full amount thereof for merchandise actually sold and delivered to and accepted by said debtor; that no payments have been made on said account, that there are no defenses, counterclaims or offsets thereto; that the merchandise was at the time of the said sale owned by the undersigned, free from any lien or encumbrance, and that said claim and account is free from any lien or encumbrance except such as is held by the Banker pursuant to this instrument.

We hereby constitute and appoint said Banker, our true and lawful attorney irrevocable, in our name or otherwise but to his own use and benefit, to sell, assign, transfer, set over, compromise, pledge, discharge and collect the whole or any part of the said claim or account and the whole or any part of any merchandise that may be returned or unaccepted, and to receipt for and endorse in the name of the undersigned, any and all checks or remittances that may be made on account thereof, and for the said purposes to do all things necessary or advisable in the premises with full power of substitution, hereby ratifying and confirming all that the Banker or his substitute shall lawfully do hereunder.

Dated,.

19..

Factors' Agreements

Williston-Sections 484, 446n., 655, 720n.;

See also:

New York Personal Property Law, Section 45.

Ludvigh v. American Woolen Company, 231 U. S. 522, 34 Sup. Ct. Rep. 161;

Collier on Bankruptcy, 12th Ed., pp. 1069 and 1149.

Spain v. Talcott, 165 App. Div. 815, 152 N. Y. Supp. 611.

AGREEMENT made...

between.

hereinafter referred to as the Factor, and... hereinafter referred to as the Principal, and..

bereinafter referred to as the Managers, WITNESSETH:

WHEREAS the Factor is willing to act as factor for the Principal, provided the business conducted by the Principal is conducted under the terms and conditions hereinafter set forth, and is willing generally to assist in the conduct and management of said business; and

WHEREAS the Principal is to conduct a general. . . . . . . .busitaking goods on consignment.

ness....

and selling said consigned goods; and

WHEREAS each and every one of the managers are to conduct the business of the Principal,

Now, in consideration of the mutual covenants herein contained, it is agreed:

1. The Principal hereby constitutes and appoints the Factor its sole factor.

2. The Principal agrees that it shall deliver and consign to the Factor all goods and merchandise purchased by the Principal or consigned to it for sale. All said goods and merchandise shall be and become the property of the Factor to secure all present and future advances, charges and commissions, and the Factor shall have title thereto, until actual delivery to customers on sales approved by the Factor, and shall have and maintain upon all such merchandise and goods and the accounts receivable growing out of the sale thereof, or the proceeds

thereof, a general lien to secure its advances, charges and commissions.

3. The said goods and merchandise shall be in the possession and custody of a representative of the Factor located in said premises, and said custody and possession shall be solely on behalf of the Factor, and no goods or merchandise shall be removed without the express consent of the Factor, and the Factor shall appoint a representative who shall be authorized and empowered and shall deliver merchandise to customers at such prices as the Principal may sell them, when sales are made in accordance with this contract.

4. The Factor shall have no responsibility for the prices obtained for goods and merchandise and shall be required only to account for the merchandise upon the basis of the prices obtained by the Principal.

5. The Factor, when it shall have approved in writing the credit of purchasers, terms and conditions of sale, shall assume all credit risks and responsibility attached thereto in accordance with the terms of this agreement, that is, the Factor guarantees the solvency of and payment by such customers for goods purchased by such customers and accepted by them, but if such customers refuse or fail to pay on the ground that deliveries are not in accordance with contract, no responsibility shall be assumed by the Factor, and the Factor shall be entitled to charge the account of the Principal with the amount of said account, without any liability under this guarantee.

6. All expenses incurred in connection with the business of the Principal shall be chargeable to and be borne and be paid by the Principal, except that the expense of supervising and determining credits and the collection of accounts shall be borne and paid by the Factor. All insurance upon said goods shall be in the name of the Factor and in companies approved by it, the Factor, the solvency of which companies, however, it shall in no way be responsible for and the premiums may be paid by the Factor and charged to the Principal, or shall be paid by the Principal direct.

7. Immediately upon the sale of any merchandise by the Principal, the account receivable therefor shall become the property of the Factor and all such accounts receivable are

hereby assigned and transferred to the Factor. All such merchandise shall be billed and invoiced upon forms of bill or invoice, satisfactory to the Factor, and unless otherwise demanded by it, the said bills and invoices shall read, "Bought of... ," and shall bear the words "This bill is

..signed,..

assigned and payable to... and the said signature of the Principal on said invoice or bill, whether printed, stamped or written, shall be deemed a valid and binding signature of the Principal, and the said endorsement thereof to the Factor, in addition to the assignment shall operate as a valid assignment of said account contained in this agreement. The Principal will also execute any form of further assignment which the Factor may request. With the express consent of the Factor in any particular case, the Principal may sell and deliver merchandise direct from... ..to customers approved by the Factor, in accordance with paragraph "5" hereof, but in every such event the Principal will forward bills and invoices as aforementioned; and it is agreed that all accounts with said customers come within the terms of the within agreements and are assigned to the Factor by virtue of this instrument.

8. The Principal agrees, at all times to keep, save, hold, defend and indemnify the Factor against all actions, proceedings, claims, demands, losses, outlays, damage or expenses, including legal fees, which the Factor may in any wise incur in defending or prosecuting, settling or discontinuing any proceedings or actions or claims in consequence of or arising in any way out of merchandise losses or claims whether for breach of contract, failure to deliver merchandise, rejection of merchandise for any reason whatsoever, damage, destruction or loss of merchandise, partially or totally, breach of warranty, express or implied, or claim arising out of purchases, sales, transportation, collections on insurance, care or custody of said merchandise bought by the Principal from the time that the said merchandise was ordered until the same is finally paid for by a purchaser approved under the terms of this contract. The Principal agrees to indemnify and hold harmless the Factor from any loss or liability resulting from any acts or omissions of the Principal or of its employees in connection with the said