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the said C. D. [his executors, administrators, and assigns (a)] App. B. [the sole full and exclusive (b)] licence to use and exercise
the said invention during the term of
years from the
date of this licence and to sell and dispose of all manufactured according to the said invention when and as the said C. D. shall think fit for his absolute use and benefit.
IV. Licence to use Patent (longer form).
THIS INDENTURE, made the
A. B. of
of the one part, and C. D. of
of the other part. WHEREAS the said A. B. is the patentee Recitals. and inventor of an invention for (insert title of patent), the letters patent for which are dated the and are numbered AND WHEREAS the said A. B. has agreed with the said C. D. to grant him a licence to use and vend the said invention, subject to the provisoes hereinafter contained. NOW THIS INDENTURE WITNESSETH that in Testatum. pursuance of the said agreement, and in consideration of the royalties hereinafter reserved, and of the covenants and agreements on the part of the said C. D. hereinafter contained, the said A. B. grants unto the said C. D. [and his assigns] [the sole full and exclusive] licence to use and exercise the said invention during the term of years from the date
of the licence, and to sell and dispose of all
manufactured according to the said invention, when and as
places within a radius of
elsewhere, during the term of
or any particular but not place.
and to sell and dispose of all
manufactured within the limits of
the said invention at any time during the said term]. AND
IT IS HEREBY MUTUALLY AGREED AND COVENANTED between Covenants. the said A. B. and C. D. as follows, namely: That the said To pay C. D. shall pay to the said A. B. for every manufactured and sold by the said C. D. according to the
(a) Omit these words if licence is not to be transmissible or assignable.
(b) Omit these words if licence is not to be exclusive.
App. B. said invention, in every half year of the said term the royalty or sum of £ to become due and payable at the end of months after the expiration of the half year, during which the same shall have been manufactured and sold: the first of such half years to begin on the
To keep account.
To inspect place of business.
AND THAT the said C. D. shall within
AND THAT the said A. B. shall be at liberty at any time
AND THAT in case the said letters patent shall be infringed it shall be lawful for the said C. D. at his own cost but in the name of the said A. B. to take all necessary legal proceedings for effectually protecting and defending the same.
AND THAT the said C. D. shall not assign or transfer this licence or any part thereof or grant any sub-licence to any person or persons whomsoever.
PROVIDED ALWAYS that this licence may be determined at any time after the first months by the said A. B. or C. D. on giving to the other of them 3 calendar months previous notice in writing of his intention so to do, and at the expiration of such notice these presents and all covenants Proviso for and provisoes herein contained shall cease and be void, but determina- without prejudice to the remedies of either party for the recovery of any monies then due to him hereunder.
breach of covenant,
Determina- PROVIDED ALWAYS that if the royalties or sums hereby made payable or any part thereof shall at any time be in arrear or unpaid for after the same shall have become due (notwithstanding no formal demand has been made for the payment of the same) or if the said C. D. shall become bankrupt or enter into any arrangement or composition with his creditors, or shall make default in performing any of the covenants, agreements, or provisoes herein before contained,
and on his part to be observed and performed, then and in App. B. such case it shall be lawful for the said A. B., by notice in writing, to revoke this licence, but without prejudice to any right of action or remedy of the said A. B. for the recovery of any monies then due to him hereunder.
PROVIDED ALWAYS that if the said C. D. shall die during Proviso for the said term, then this licence shall become void, but without death of prejudice to any right of action or remedy of the said A. B. for the recovery of any monies then due to him hereunder. PROVIDED ALWAYS that nothing herein contained shall Determirender it incumbent on the said A. B. to pay the stamp non-payduties payable from time to time for keeping up the said patent, but in the event of the same becoming void by non- stamp payment of such stamp duties this licence and everything herein contained shall likewise become void, but without prejudice to any right of action or remedy of the said A. B. for the recovery of any monies then due to him hereunder, or in respect of any antecedent breach of any of the covenants or agreements of the said C. D. herein before contained. NOTHING HEREIN contained shall constitute a partnership No partbetween the said parties.
PROVIDED ALWAYS and it is hereby agreed that these No warpresents shall not be construed as a warranty by the said ranty of A. B. of the novelty or utility of the said invention, the novelty. original validity of the said letters patent, or the sufficiency of the said specification or the filing thereof.
V. Assignment of the Right to take out a patent in foreign countries on payment of Royalties.
THIS INDENTURE made the
A. of the 1st part, B. of the 2nd part, C. of the 3rd part, and
W. of the 4th part. WHEREAS a patent for the monopoly, or Recital of exclusive use in the German dominions of a new system of foreign
winding gear and safety apparatus for mines was granted to the said B. by an instrument dated the AND WHEREAS by letters patent under the seal of the Patent Recital of
patent in United
Office dated the the sole and exclusive licence, power, privilege and authority of making, using, exercising, and vending an invention for granted to [improvements in winding gear and safety apparatus in A. mines] (being a communication to the said A. from the said
that A. was agent of B.
That C. is
That B. and
App. B. B.) in the United Kingdom of Great Britain and Ireland and the Isle of Man was granted to the said A., his executors, administrators, and assigns for the time and upon the conditions in the said letters patent mentioned. AND WHEREAS the said letters patent were granted to the said A. as agent for, and on behalf of the said B. AND WHEREAS the said C. is a partner of the said B. in Germany. AND WHEREAS the said B. and the said C. have agreed with the said W. for the absolute sale to him of the sole and exclusive benefit of the C. have said letters patent, dated the day of agreed to and of sell right all rights accruing therefrom, together with the right of to take out taking out the patent hereby assigned, or any additional or foreign pasupplementary letters patent in India, Canada, Australia, tent to W. New Zealand, and in any other of the British colonies or dependencies as hereinafter mentioned. AND WHEREAS the said parties hereto have agreed to enter into the mutual covenants and agreements hereinafter contained. Now Testatum. THIS INDENTURE WITNESSETH, that in pursuance of the said agreement and in consideration of certain royalties to be paid by the said W. and of certain other considerations as hereinafter mentioned, he, the said A., by the direction of the said B. and C. doth hereby grant and assign, and the said B. and C. do hereby respectively grant and assign and confirm unto the said W. his executors, administrators, and assigns, all those the said recited letters patent, dated the day of and the full and exclusive benefit and advantages thereof, together with the right to take out either in the name of the said W. or of the said B. and C., or either of them, but for the exclusive benefit of the said W. the patent hereby assigned, or any additional or supplementary patents in India, Canada, Australia, New Zealand, and in any other of the colonies or dependencies of the United Kingdom, and all rights, powers, authorities, privileges, advantages, profits, emoluments, and benefits of the said letters patent and premises in anywise appertaining or belonging. To HAVE Habendum. AND TO HOLD the said letters patent and premises hereinbefore expressed to be hereby assigned unto the said W. his executors, administrators, and assigns. AND the said B. and C. do, and as separate covenants, each of them doth covenant with the said W. (his executors, administrators, and assigns (a)) that the said letters patent are good, valid, and effectual, and are in no wise invalidated, voided, or voidable. AND that
as to va
(a) See Conveyancing Act, 1881, ss. 58, 59, as to it not being necessary to use these words.
they the said B. and C., their executors and administrators, App. B. and every person having or lawfully claiming any right, title, interest, or authority whatever in, or in respect to the said For further premises or any of them, will at all times at the cost of the person or persons requiring the same, execute and do all such further assurances and things for the better or more perfectly assigning, assuring, confirming, or extending the said letters patent and premises unto or for the benefit of the said W. his executors, administrators, or assigns, and for enabling him or them to commence, bring, or prosecute any action or other proceedings in respect of any infringements of the said privileges, and premises intended to be hereby assured or otherwise to secure to him or them the sole and exclusive use and enjoyment within the limits aforesaid of the said invention and premises, and of every addition thereto or alteration or improvement thereof made by the said B. and C., or either of them, as by the said W., his executors, administrators, or assigns, shall be reasonably required. AND the said A. doth hereby covenant with the said W. that Against he the said A. hath not done or knowingly suffered or been incumparty or privy to anything whereby the said premises hereinbefore expressed to be hereby assigned or any of them, or any part thereof are is or may be impeached, affected, or incumbered, in title, estate, or otherwise or whereby he is in anywise prevented or hindered from joining in these presents in manner hereinafter appearing. AND THIS INDEN- Further TURE ALSO WITNESSETH, that in pursuance of the said agree- testatum. ment in this behalf, and for the considerations aforesaid, the said W. covenants with the said B. and C., and the said B. and C. do and as separate covenants each of them doth covenant with the said W. (but only so far as the several matters or things herein before specified, are to be observed and performed by or to be obligatory upon the said covenanting Covenants. parties respectively), in manner following, that is to say,—
1. The said W. shall for every engine to be made or To pay constructed on the system perfected by the said letters Royalty. patent within the limits within which he has the right to manufacture under the letters patent hereinbefore expressed to be hereby assigned or under the renewal thereof, or within the limits within which under the provisions aforesaid he may acquire such rights, pay to the said B. and C. or to their order, the following sums of money by way of royalty; that is to say, for every engine to be made or constructed as aforesaid, winding from shafts not more than 100 yards in