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App. B. depth from the landing stage at the top to the loading stage at the bottom of the shaft the sum of £100, and for every such engine winding from shafts more than 100 yards in depth from the said landing stage at the top to the said loading stage at the bottom, the sum of 20s. for every yard at such depth; and for every engine in connection with which the balance rope is used, winding from shafts not more than 100 yards in depth from the said landing stage at the top to the said loading stage at the bottom, the sum of £50, and for every such last mentioned engine winding from shafts more than 100 yards in depth from the said landing stage at the top to the said loading stage at the bottom the sum of 10s. for every yard at such depth.
Division of royalty.
patents to be taken
The said W. shall for every engine to be made or constructed as aforesaid to which the safety apparatus shall be affixed pay to the said B. and C. the following further sums, that is to say,
Provided nevertheless, that in respect to the first four orders only to be obtained by the said W., a reduction shall be made in the amount of royalty payable to the said B. and C., and for such four engines the royalty payable shall be as follows; that is to say, in respect of the first engine, however large, the sum of £40 only : in respect of the 2nd engine, however large, one quarter only of the royalty herein before fixed, and in respect of the 3rd and 4th engines, however large, three-fourths only of the royalty herein before fixed.
2. The said A. shall receive one-sixth part of the royalties on all except the first four orders: the whole of the royalties on each of the first four orders, and five-sixths of such royalties on the remaining orders being handed over to the said B. and C.
3. The said W. shall use his best endeavours to take out with all due dispatch the said letters patent in India, Canada, and South Australia respectively, and pay all necessary and proper stamp duties requisite for keeping up the same, and do all in his power to further the introduction and sale of engines to be made or constructed to the system protected by the said letters patent within the limits aforesaid.
4. The said W. will at all times hereafter enter into a book or books to be kept for that purpose, the particulars of all engines made in his district on the said patent, the particulars of all licences granted by him, and the consideration paid or reserved for the same, and also the name or
names, and place or places of abode of the grantee or grantees App. B. of such licences, and will forthwith communicate all such particulars and other necessary information to the said B. and C., their executors, administrators, assigns or their agent, AND also will make in every book to be kept in pursuance of these presents plain and perfect entries and accounts of every sum of money which he or they may receive in respect of such licence, and of all such several matters and things as may be necessary for the purpose of showing the state of the accounts. And will at all times hereafter suffer the said B. and C. their executors, administrators and assigns, or their agents to inspect the said book or books of accounts (including order and invoice books) and will produce to them all vouchers and do all other acts and things which shall be necessary for verifying the same or any of them. AND WILL during and so long as the said W. his executors, administrators, or assigns may be protected in the exclusive right to manufacture under the said letters patent or any renewal or renewals thereof, or of any additional or supplementary patents respectively as aforesaid, render to the said B. and C., their executors, administrators, or assigns, or their agents, within one calendar month next after the 25th day of March, the 24th day of June, the 29th day of September and the 25th day of December in each year a just and true account or par. ticulars of the moneys and particulars of all licences granted, and of all articles manufactured by him, his executors, administrators, or assigns, under the said letters patent, or under any renewal or renewals thereof or under any such additional or supplementary patents respectively as aforesaid during the quarter ending on such last mentioned quarterly days respectively. And will as soon as the said engines shall have been delivered by him pay the said royalties in respect thereof to the said B. and C., their executors, administrators, or assigns.
5. The said W. shall be at liberty to deduct the sum of Deduction £150 (being the amount which he has paid to the said B. of prelimi and C. in respect of certain preliminary expenses in connection with the said letters patent) or the full royalties herein- royalty. before reserved to the said B. and C. upon the first three engines to be manufactured by him as aforesaid at the rate of £50, and the royalties upon such engine.
6. If any dispute, difference, or controversy shall arise Arbitrabetween the said parties to these presents, or their respective tion.
App. B. executors, administrators, or assigns, touching these presents or any clause or thing herein contained, or the construction hereof or any matter in any way connected with these presents, then the matter in difference shall be referred to two arbitrators or their umpire pursuant to the Common Law Procedure Act, 1854, and that the submission to reference hereby made, may at any time be made a rule of the High Court of Justice on the application of any party interested, and without notice to any other party.
WHEREAS the said A. B. is the inventor and patentee of an invention for [insert title of patent] which bear date and are numbered
AND WHEREAS the said C. D. has at the request of the said A. B., agreed to lend him the sum of £
, upon having the repayment thereof with interest at the rate hereinafter mentioned, secured to him in manner hereinafter appearing. Testatum. Now THIS INDENTURE WITNESSETH that in pursuance of the said agreement and in consideration of the sum of £ now paid to the said A. B. by the said C. D., the receipt whereof is hereby acknowledged, the said A. B. doth hereby covenant with the said C. D. [his executors, administrators, and assigns (a)] to pay to him on the next, the sum of £ with interest thereon in the meantime at the rate of per cent. per annum, from the date hereof. AND also so long as any principal money shall remain due under these presents after the day aforesaid to pay to the said C. D. interest thereon at the rate aforesaid by equal half yearly payments on the every year.
Covenant to pay principal and
AND THIS INDENTURE ALSO WITNESSETH that in further pursuance of the said agreement for the consideration aforesaid, the said A. B. as beneficial owner doth hereby assign and transfer unto the said C. D., all that the said invention of improvements in and the said letters patent for the
(a) These words are now unnecessary in a covenant: Conveyancing Act, 1881, ss. 59, 60.
same, and the full and exclusive benefit thereof [and of any App. B. extension or renewal thereof, and the right to apply for and obtain such extension or renewal] and all rights, powers, and benefits, to the said invention and letters patents belonging, TO HOLD the same UNTO the said C. D. for the residue of the term granted by the said letters patent [and any further term to be granted by any extension or prolongation of the same] subject to the proviso hereinafter contained for the redemption of the same. PROVIDED ALWAYS, and it is hereby Proviso for agreed that if the said A. B., his heirs, executors, administra- redemptors, or assigns, shall on the said
pay to the tion.
said C. D., his executors, administrators, or assigns, the said
AND THE said A. B. doth hereby covenant with the said Covenant C. D. that he, the said A. B., will pay all stamp duties, pay- to pay. able by law, for keeping up the said letters patent for the stamp full term of fourteen years, from the date of the same and within the time prescribed by law for making such payments.
AND FURTHER, that he, the said A. B. will from time to To protect time so long as any money shall remain on the security of patent from these presents, use his best endeavours to discover any infringefringement now, already, or hereafter to be made of the said letters-patent hereby mortgaged, or any extension or renewal thereof; and will make known the same when discovered to the said C. D., and will if required in writing so to do by the said C. D. either himself take legal proceedings for the purpose of stopping such infringement or in case the said C. D. shall take such proceedings, will do everything in his power for the purpose of rendering the same effectual and will, whether such proceedings be effectual or not, pay on demand the costs of the said C. D. relating thereto as between solicitor and client. AND FURTHER, that in case Power for the said A. B. shall neglect or refuse to make the payments mortgagor aforesaid or any of them it shall be lawful for the said C. D. payments to pay the same. AND THAT all monies or expenses which to be shall be paid or incurred by the said C. D. in the exercise of charged on the preany of the powers herein before contained with interest for the same at the rate of per cent. per annum, from the time or respective times of the same having been paid or expended,
to grant licences until default.
App. B. shall be repaid by the said A. B. to the said C. D., demand; and in the meantime shall be charged upon the Mortgagor said premises hereby mortgaged. PROVIDED ALWAYS, and it is hereby agreed that at any time or times before the said C. D. shall have become entitled to exercise the power of sale hereinafter contained [vested in him by virtue of these presents, and the statute in that behalf] it shall be lawful for the said A. B. in the name and as the attorney of the said C. D. to grant licences for the use of the said invention, and letters patent, for such term or terms of years, upon such conditions, and in such manner as he may think fit, but so that the said A. B. shall not be authorised to enter into any covenants in the name of the said C. D., or to subject him to any personal liability, and so that no exclusive licence shall be granted without the consent in writing of the said C. D. and so that on every such licence there be reserved the best rent or royalty that can conveniently be obtained, without taking anything in the nature of a fine or premium, and so that there be contained in every such licence a power to the said C. D. to revoke the said licence in case of non-performance of the conditions therein contained, and on non-payment of the rents or royalties thereby reserved; and so that the licensees do execute a counterpart or duplicate thereof, and do thereby covenant for the due payment of the rents or royalties thereby reserved.
PROVIDED ALWAYS, and it is hereby agreed that at any mortgagee time or times after he shall have become entitled to exercise to grant licences. the said power of sale it shall be lawful for the said C. D. to grant licences (whether exclusive orabsolute, or unrestricted or not) for the use of the said invention and letters patent, for such term or terms of years, upon such conditions, and in such manner as he may think fit, and in consideration of a sum or sums in gross or any rents or royalties or otherwise. AND IT IS HEREBY agreed that it shall be lawful for the mortgagee, his executors, administrators, or assigns, at any time or times after the said day of without any further consent of the said mortgagor, his executors, administrators, or assigns, to sell the said invention, letters patent, and premises hereby mortgaged, or any part or parts thereof, either by public auction or private contract, and subject to any special or other stipulations or conditions as to title or otherwise which may be deemed proper, with power to buy in at any sale by auction and to rescind or vary
(a) See Conveyancing Act, 1881, s. 19, as to statutory power of sale.