MORTGAGES. I. MORTGAGE of a PATENT, with Provisions for FUTURE ADVANCES, [Ordinary Form.] PREC. I. title. THIS INDENTURE made &c. BETWEEN A. B. of &c. (hereinafter called "the mortgagor ") of the one part and C. D. of &c. (hereinafter called "the mortgagee") of the other part: WHEREAS (b) Recitals. the mortgagor was the true and first inventor of improvements in Invention, the process of &c.: AND WHEREAS by letters patent &c. [recite grant grant and of patent and devolution (if any) of title or simply that the mortgagor is absolutely entitled to the invention and letters patent mentioned in the Schedule hereto (c)]: AND WHEREAS the mortgagor has applied to the Application mortgagee for a loan of £ to be secured together with interest for loan. thereon by mortgage of the said invention and letters patent and all extensions thereof and otherwise as hereinafter expressed (d): AND WHEREAS it is intended that all future advances (if any) Future made by or other moneys hereinafter becoming owing to the advances to mortgagee to or from the mortgagor shall together with interest be included. thereon also be secured hereunder. NOW THIS INDENTURE 1st Testatum. WITNESSETH that in consideration of the sum of £ this day In considerapaid by the mortgagee to the mortgagor (the receipt whereof is tion of prehereby acknowledged) the mortgagor doth hereby covenant with the mortgagee that he the mortgagor will pay to the mortgagee on the day of next the sum of £- together with interest thereon at the rate of 6 per cent. per annum and also within six calendar months from the time or times of the same respectively being advanced or becoming due such other principal 8 As to the contents of a mortgage, see ante, pp. 128, 131. (b) This recital may be merged, together with that of the grant (if made to the mortgagor), in a recital that "the mortgagor is absolutely entitled to the invention and letters patent mentioned in the Schedule hereto." (c) See last note. As to recitals of grants, see pp. 111, 112, ante, and also Forms 2-4, pp. 49, 50, ante. (d) As to colonial and foreign patents, see ante, pp. 36, 365. If such are intended to be mortgaged there should be a preliminary agreement for the purpose, and the mortgages will of course be effected according to the laws of the particular countries respectively. sent advance. Covenant to repay with interest in six months. And to repay further ad vances with interest with PREC. I. in six months from same. Assignment of patent and extensions. Proviso for redemption. moneys (if any) as may be advanced by the mortgagee to or become due to him by the mortgagor together with interest thereon at the rate aforesaid from the time or times of the same respectively 2nd Testatum. being advanced or becoming due. AND THIS INDENTURE ALSO WITNESSETH that for the consideration aforesaid the mortgagor as beneficial owner (e) doth hereby assign unto the mortgagee ALL THOSE the said invention and letters patent and the sole and exclusive benefit thereof and of all extensions thereof and all rights powers emoluments and advantages whatsoever under or in respect of the said letters patent To HOLD the said invention letters patent and premises unto the mortgagee and his assigns subject to the proviso for redemption hereinafter contained: PROVIDED ALWAYS that if the mortgagor shall pay to the mortgagee the sum of £- with interest for the same in the meantime at the rate of 6 per cent. per annum on the said day of next and shall also within six calendar months from the time or times of the same respectively being advanced or becoming due pay to the mortgagee such other principal moneys aforesaid together with interest thereon at the rate of 6 per cent. per annum from the time or times last aforesaid then the mortgagee will at any time. thereafter at the request and cost of the mortgagor reassign to him the said premises: AND THE MORTGAGOR doth hereby covenant with the mortgagee that if the said sum of £A or any part thereof shall remain unpaid after the said day of next or if any other principal moneys advanced or owing hereunder or any part or parts thereof respectively shall remain unpaid after the expiration of six calendar months from the time or times of the same respectively being advanced or first becoming owing he the mortgagor will pay to the mortgagee so long as the said sum of £or part thereof or such other principal moneys or part or parts thereof respectively shall remain unpaid interest on such sum or other moneys or on such part or parts thereof respectively aforesaid at the rate of 6 per cent. per annum by equal half-yearly payments on theday of — and the day of PROVIDED ALWAYS that if the mortgagor shall on any of day of thereafter pay to the mortgagee or other principal moneys aforesaid or such part thereof respectively as shall then remain unpaid at the rate of 5 per cent. per annum then such payment of interest shall be accepted by the mortgagee in full discharge of all interest payable hereunder for the half-year in respect of which such payment shall have been made: PROVIDED ALSO that if the mortgagor shall on every Covenant to pay interest after the fixed dates on sums remaining unpaid. Proviso for reduced interest on punctual payment. If interest punctually paid moneys to remain for and or day of day or within thirty days next interest for the said sum of £ until the day of day of term certain. 18- (ƒ) or within thirty days after each of the said days respectively pay to the mortgagee interest for the said sum of £ (e) See as to what covenants are to be implied in a mortgage deed from the use of the term "beneficial owner," sect. 7, sub-s. (1) C of the Conveyancing Act, 1881 (Appendix, p. 371, post). (f) The end of the fixed term. day PREC. I. not obliged to term. and other principal moneys (if any) aforesaid at the rate of 5 per cent. per annum up to the same half-yearly days respectively and shall perform and observe all the covenants and conditions herein contained or to be implied and on his part to be performed or observed then the mortgagee will not before the said of- 18-(f) call in the said sum of £--or other principal moneys aforesaid or any part thereof respectively: PROVIDED ALSO Mortgagee that the mortgagor shall not before the said day of 18-() accept recompel the mortgagee to receive the said sum of £or any other payment principal moneys aforesaid or any part or parts thereof respectively: before end of AND THE MORTGAGOR doth hereby covenant with the mortgagee that the said letters patent are now valid and subsisting and not Covenants. void or voidable (g): AND THAT the mortgagor will during the Validity of patent. continuance of this security pay all fees necessary for the renewal For payment of the said letters patent one calendar month at least before the of renewal fees latest time provided by law for payment of the same respectively and keeping and shall do all other acts and things necessary for keeping up up of patent. and maintaining the said letters patent and will send or deliver to the mortgagee the receipt for every such payment immediately after the same shall have been made and that in default of the mortgagor paying any such duty or other money or any part thereof or doing any such other act or thing last aforesaid the mortgagee may if he shall think fit himself make such payment or do or cause to be done such act or thing: AND ALSO that the Detect inmortgagor will during the continuance hereof make every &c. and take fringements, endeavour to detect and prevent any suspected or actual infringe- proceedings, ment of the said letters patent and inform the mortgagee of suspected or ascertained infringement thereof as soon as the same shall be suspected or ascertained by him and if and when required in writing by the mortgagee so to do will commence or take and prosecute or defend all legal or other proceedings necessary or suitable for the protection of the said letters patent or the recovery of damages for or restraining the infringement thereof or will permit the mortgagee (if so willing) so to do and assist him in any such proceedings accordingly: AND ALSO that all moneys and Repay expenses (if any) when paid by the mortgagee for or in respect of moneys exany renewal fees or other charges or any proceedings or other mortgagee for matters aforesaid shall remain on the security hereof as moneys above puradvanced as aforesaid (h): PROVIDED ALWAYS that until the mort- poses. gagee shall become entitled to exercise the power of sale to be implied herein (i) the mortgagor shall be at liberty to use and work the said invention without interruption from the mortgagee and also may [but so that he shall in each case give to the mortgagee (f) The end of the fixed term. every days (9) This is an unqualified covenant according to the usual practice in mortgages. See ante, p. 128. (h) This provision may be varied by making these moneys, &c. payable on demand, together with interest at the rate, &c., and in the meantime to be charged, together with interest, on the premises. (i) As to this power, see sects. 19-22 of the Conveyancing Act, 1881 (Appendix, post, pp. 375--7). &c. pended by Powers for use invention mortgagor to and grant licences until power of sale is exercise able. PREC. I. The mortgagor to give notice of the at least notice in writing of his intention so to do and of the particulars thereof] in the joint names of himself and the mortgagee (and as the attorney of the mortgagee where necessary for this purpose but not so as to involve the mortgagee in any personal liability) grant licences (other than sole and exclusive or partially exclusive ones) to use and work the said invention as from the dates thereof respectively for the whole or any part of the term comprised in the said letters patent at the highest rent or royalties that can reasonably be gotten respectively payable half-yearly but unless with the written consent of the mortgagee first obtained not for premiums merely or for premiums and royalties together respectively and each licence aforesaid shall contain provisions enabling the licensors to determine the licence on default being made for thirty days in the payment of any royalties after the respective times therein appointed for the payment of the same or in case of the breach by any licensee thereunder of any other of the covenants and conditions therein contained and on his part to be performed or observed and such licensee shall execute a counterpart of his licence (j) AND FURTHER the mortgagor shall within fourteen days after the execution of every such licence furnish the mortgagee with particulars in writing of the contents thereof: PROVIDED ALSO that from and after the time when the mortgagee shall first become entitled to exercise the statutory power of sale to be implied herein (k) but subject to any licences which may have been granted as hereinbefore authorized it shall be lawful for him alone to work the said invention and to grant licences in respect thereof whether sole and exclusive or non-exclusive or limited or otherwise and whether at royalties or premiums only or royalties and premiums together and for such terms of years and upon such other conditions respectively as he may think fit and that no licence so granted by the mortgagee shall be impeachable by the mortgagor on the ground that no case had arisen to authorize the same or but remedy in that the power to grant such licence had been improperly or irredamages only. gularly exercised but that the mortgagor or any other person damnified by an unauthorized or improper or irregular exercise of such power of licensing shall have his remedy in damages against the mortgagee or other person who so exercised the power: AND THE MORTGAGOR doth hereby also covenant with the mortgagee that every improvement in or addition to the said invention or new discovery useful for the manufacture of ·(7) now (if at all) in his knowledge and possession or which shall be made or grants and particulars. Such licences not to be im peached by mortgagor Covenant as to improvements, &c. (j) The above proviso is adapted from one to the like effect in Key and Elphinstone, Vol. II. p. 365 (Mortgage of Letters Patent). (k) As to this time, see sect. 20 of the Conveyancing Act, 1881 (Appendix, post, p. 376). After taking possession, which the mortgagee can do at any time unless precluded by a proviso for quiet enjoyment by the mortgagor until default, the mortgagee can grant licences, which might be defeated by the mortgagor after he has redeemed. The proviso in the text gives the mortgagee a power to grant licences which cannot be so defeated. See ante, pp. 130, 131. (1) As to improvements, &c., see ante, pp. 33-36. PREC. I. acquired by him (but not his assigns) during the continuance of this security whether possessed made or acquired by him solely or in conjunction with any other person or persons and whether patented or not shall together with all patent rights (if any) within the realm obtained in respect thereof but to the extent only of his interest therein be comprised in this security and that the mortgagor will give the mortgagee notice in writing of every such improvement addition or discovery having been first possessed or made or acquired by him as aforesaid immediately after the same shall have happened and will so far as practicable make him a co-applicant with the mortgagor for any letters patent in respect thereof and at the expense of the mortgagor communicate and explain to the mortgagee or his agents every such improvement addition or discovery and at the like expense execute and do all assurances and things necessary or suitable to make the said improvement addition or discovery and any patent rights in respect thereof but to the extent only of the interest of the mortgagor therein a complete security for the repayment of the moneys intended to be hereby secured as nearly as may be as if the same had or could have been included in the premises as shall be reasonably required by the mortgagee: AND LASTLY that the mortgagor And extenwill at his own expense execute and do all assurances and things sions. necessary or suitable for enabling the mortgagee to obtain by way of like security as aforesaid the benefit of any extension of the term comprised in the said letters patent or to the extent of the interest of the mortgagor therein of any term which may be comprised in any other letters patent for the time being subject hereto as shall be reasonably required (m). AND IT IS HEREBY Transmission DECLARED that except where the context requires a different clause. interpretation each of the expressions "the mortgagor" and "the mortgagee" shall wherever used herein be also applicable as far as possible to the assigns of the person designated thereby. IN WITNESS, &c. (n). (m) As to extensions, see ante, p. 19. (n) The deed should be registered. As to registration generally, see sects. 23, 85, and 87 of the Act of 1883 (Appendix, post, pp. 313, 321, 322), and ante, pp. 23–25. For a clause as to service of notices, use Sp. Cl. 51, post, p. 242. |