is to be

any contract for sale, and to resell the said invention, letters App. B. patent, and premises, which may be so bought in or as to which the contract for sale shall have been rescinded withont being responsible for any loss occasioned thereby ; and for the purposes aforesaid, to execute and do all such assurances and things as he may think fit. PROVIDED ALWAYS, and it is here- Events in by agreed that the said mortgagee, his executors, admi- which nistrators, or assigns, shall not exercise the power of sale power herein before contained unless and until default shall have exercised. been made in payment of some moneys intended to be hereby secured, and he or they shall have given a notice in writing to the said mortgagor, his executors, administrators, or assigns, or some or one of them, to pay off the moneys for the time being owing on this security, or left a notice in writing to that effect, or sent such notice by post in a registered letter addressed to him or them, at his or their or some one of their usual or last known place or places of abode or business in England, and default shall have been made in payment of such moneys or part thereof for calendar months from the time of giving or leaving such notice, or unless and until some interest owing on this security shall be in arrear for calendar months, or unless and until default shall have been made in the performance or observance of some covenant or provision herein contained and on the part of the said mortgagor, his executors, administrators or assigns to be performed (other than the covenant for payment of the said principal and interest) and any such notice as aforesaid shall be sufficient, although not addressed to any person by name or description; and although any person or persons affected thereby may be unborn, unascertained, or under disability. PROVIDED ALWAYS, and it Protection is hereby declared that upon any sale purporting to be made of purin pursuance of the aforesaid power in that behalf the purchaser or purchasers shall not be bound to see or inquire whether either of the cases mentioned in the last proviso has happened, or whether any default has been made in payment of any moneys intended to be hereby secured, or whether any money remains owing on this security, or as to the necessity or expediency of the conditions subject to which the sale is made, or otherwise as to the regularity of the sale, or be affected by express notice of any irregularity whatsoever therein, and notwithstanding any such irregularity such sale shall as far as regards the safety and protection of purchasers be deemed to be within the aforesaid power in that behalf and be valid and effectual, and the remedy of the said mort

chasers.

App. B. gagor, his heirs, or assigns, in respect of any breach of the proviso lastly hereinbefore contained or of any irregularity in such sale shall be in damages only.

Receipt (a).

Trusts of

money.

AND IT IS hereby agreed that upon any such sale as aforesaid, the receipt of the said mortgagee, executors, administrators, or assigns for the purchase money shall effectually discharge the purchaser or purchasers therefrom, and from being concerned to see to the application thereof or being answerable for the loss or misapplication thereof.

AND IT IS HEREBY AGREED that the said mortgagee, his purchase- executors, administrators, or assigns, shall hold the moneys to arise from any such sale as aforesaid, as well as any gross sum or sums, rents, or royalties, received upon the granting or in respect of any licence or licences aforesaid, upon trust in the first place, by and out of the same to reimburse himself or themselves or to pay all costs and expenses incurred, in or about such sale or otherwise in respect of the premises, and in the next place to apply such moneys in or towards the satisfaction of the moneys for the time being owing on this security, and then to pay the surplus of any of the said purchase moneys unto the said mortgagor, his heirs, or assigns. AND it is hereby further agreed that the aforesaid power of sale may be exercised by any person or persons who shall for the time being be entitled to receive and give a discharge for the moneys owing on this security.

Power may be exer

cised by

any person entitled to mortgagemoney.

PROVIDED ALWAYS, and it is hereby agreed that the said mortgagee, his heirs, executors, administrators, and assigns, Indemnity shall not be answerable for any involuntary losses which may happen in or about the exercise or execution of any of the powers or trusts herein contained.

clause.

VII. Agreement for working a Patent between the patentee and a Capitalist who finds all moneys required (b).

AGREEMENT made this

day of

BETWEEN

of the

A. B. of
of the one part, and C. D. of
other part: WHEREAS the said C. D. is the inventor and
patentee of an invention for [Insert title of letters patent] the
letters patent for which bear date the

day of

AND WHEREAS with a view to

(a) See Conveyancing Act, 1881, s. 22, for statutory power. (b) This agreement, which practically constitutes a partnership, ought to be registered at Patent Office.

promote the success of the said letters patent, and to work App. B. and carry out the same, the said A. B. has requested the said

C. D. to enter into the arrangement hereinafter contained,

IT IS HEREBY AGREED as follows.

1. The said C. D. shall advance and contribute from time Advance of to time as may be required, all moneys necessary for working capital. the said patent, [and all costs and expenses of protecting and defending the same from infringement, and all expenses of obtaining renewals or extensions of the same].

2. All moneys so advanced by the said C. D. shall be con- Capital sidered to be the property of both the parties hereto in equal how shared. proportions, and no money shall be required to be advanced by the said A. B. in consideration of the value of the said invention and letters patent, and of the benefits to be derived from his services, skill, and assistance in working and managing the same.

3. The net profits to be derived from working the said Division of patent shall be equally divided between the parties hereto profits. in equal shares.

4. The said A. B. shall give as much time and attention as Attention may be necessary for working and developing the said to business. invention, and shall use his best endeavours in promoting the success thereof: but the said C. D. shall not be bound to devote more time and attention than he may think fit.

5. During the continuance of this agreement neither of Neither to the parties hereto shall without the consent of the other of grant licences or them, grant any licence for working the said patent, or sell sell withor dispose of his share or interest in the same [or institute out consent any action or take any proceedings for the purpose of defend- of other. ing the said letters patent from infringement or otherwise, or apply for any renewal or extension of the same.] [Or make any payment or incur any expenses, debts or liabilities in respect of the working of the said patent.]

6. The said patent shall be worked, and the business Patentee to thereof carried on in the name of the said A. B. as patentee, work the and proper accounts shall be kept by him of all payments patent. made and moneys received and liabilities incurred in respect thereof, and of all transactions relating thereto, and all moneys received in respect of the working of the said patent shall be paid into a bank to an account to be kept in the joint names of the said parties, and shall not be paid out except upon the joint cheque of both parties.

App. B.

Books of account.

Duration of

arrangement

Determination by notice.

Determina

tion by death.

7. The books of account and other documents relating to the said patent shall be kept in the custody of the said A. B., but the said C. D. shall at all times have access to the same. The accounts relating to the said patent shall be made up half yearly, the first of such accounts to be made up on the day of

8. The arrangement hereby entered into shall remain in force until the expiration of the term of the said letters patent, or of any renewal or extension thereof in case both parties shall so long live but subject to the right of the parties hereto [or of the said C. D.] to determine this agreement at the expiration of years from the date hereof on giving 3 calendar months previous notice in writing to either of them [or to the said A. B.].

9. In case the arrangement hereby made be determined by notice as aforesaid, the said letters patent and any extension or renewal thereof, and the royalties to be thenceforth derived from any licences granted previously to such determination shall belong to the parties hereto, but each of them, his executors, administrators or assigns shall thenceforth be entitled to work and use the said invention and to grant licences (so long as the same are not exclusive licences) for working or using the same without being liable to account to the other of such parties, his executors, administrators or assigns, for the profits or royalties to be derived from the

same.

10. In case the said arrangement shall be determined by the death of either of the parties hereto the survivor of them shall have the option of purchasing the share or interest of such deceased party in the said patent on paying to his representatives the share of such deceased party in the capital of the said business, and all profits which shall have become payable, but shall not have been actually paid to him such option shall be declared in writing by giving to the legal representative or representatives of such deceased party, notice in writing within calendar months after his death, and the amount to which the representatives of such deceased party shall be entitled as aforesaid, shall be paid to them within calendar months after such death [or by

annual instalments, the first of such instalments to be payable on the expiration of

calendar months, from the day of such death, interest on any

sum unpaid being paid at

per cent per annum] and

the whole of the said patent, and the profits thereafter to App. B. accrue as well as all royalties or other proceeds to be derived from licences granted prior or subsequent to such death shall as from the day of such death belong to the said survivor, and such assignments and acts shall be executed and done as shall be necessary for vesting the same in him accordingly.

11. In case the said survivor shall not exercise the option Option not aforesaid, then the said letters patent, and the royalties and exercised. proceeds thenceforth to be derived, shall as from the day of such death belong to the said survivor and the said representatives of the said deceased party, but the said survivor and the said representatives of such deceased party shall thenceforth be entitled to work and use the said patent, and to grant licences for working and using the same (not being exclusive licences) without being liable to account to the other of them for the profits or royalties to be derived from the same.

abandon.

12. Provided always that in case at any time before the Provision said arrangement shall have been determined as aforesaid, for one to either of the said parties shall be desirous of abandoning the working of the said patent, but the other shall be desirous to continue the working of the same, the said first mentioned party may by notice in writing to the other party declare his intention of abandoning the same, and the arrangement hereby made for working the same shall thereupon cease, and the party giving such notice shall be under no further liability in respect of the expenses of working the said patent, and the said patent and the profits and proceeds (if any,) thereof shall thenceforth be the absolute property of the party to whom such notice is given, and such assignments and acts shall be executed and done as shall be necessary for vesting the same in him accordingly.

VIII. Agreement for working a Patent between the Patentee and a Capitalist, all monies required being advanced equally.

1. Parties as in preceding precedent.

2. Each of the said parties hereto shall find and advance Each to one moiety of all moneys which may be required for working advance the said patent [continue as in preceding precedent] provided moiety of

moneys required.