Other special covenants to be found in the precedents. kind of business) is sometimes named as sole arbitrator, or each party is to nominate one such person. For other special covenants and provisions, see Special Clauses, post, and the Precedents of Licences, post. With regard to the registration of licences, reference may be Registration made to the subject of registration generally in the Introductory Chapter, ante, pp. 23–25, and also to some extent in the Chapter on Assignments, ante, pp. 132, 133. of licences. Fees and stamps. A fee of ten shillings must be paid on a licence previous to the entry thereof on the register (p). Where a licence is not by deed though under seal, no stamp duty seems payable on it as such under any of the Stamp Acts. Where a licence is or purports to be by deed, it must, it is presumed, bear a stamp of ten shillings under the Stamp Act of 1870 (q) in addition to the fee for entry. When a premium or fixed sum is paid for a licence, an ad valorem stamp on the amount must be impressed (r). Where a licence contains a covenant for the payment of a minimum royalty, the Stamp Office insists upon payment of an ad valorem duty upon the gross minimum royalty reserved, and this although the licence contains power for licensor or licensee to determine the licence (s). (p) First Schedule to Patent Rules, 1883, post, p. 329. (q) 33 & 34 Vict. c. 97, sub nom. 'Deed of any kind whatsoever not described in this Schedule." (r) Johns. P. M. 233. See Stamp Act, 1870, " Conveyance or Transfer on Sale," and sect. 70 thereof. This would be so, whether the licence be by deed or otherwise. (8) Johns. P. M. 234. See sect. 72 (1) of the Stamp Act. B. I. Where royalties (but no rent or premium) are reserved. I. Royalties [Exclusive or non-exclusive licence, unless otherwise only. stated.] 1. To pay royalties. By the Licensee. 2. To keep furnish and verify accounts and allow inspection &c. of books-pp. 202, 210. 3. To use the patent mark on the articles-pp. 202, 210 et seq. 4. To manufacture only according to the specification—pp. 202, 212. 5. To allow the licensor to inspect the factory-pp. 202, 212. 6. Not to assign or charge the licence or grant sub-licences without consent of licensor-pp. 202, 213, 214. [But in an exclusive licence an express power to grant sub- 7. Not to dispute the validity of the patent at any time-pp. 202, 216. 8. To detect infringements, and give notice thereof and assist licensor in proceedings-202, 217. 9. To give licensor the benefit of improvements &c. [or include this in a mutual covenant]-pp. 202, 218. 10. Proviso for revocation by the licensor on breach of covenants or bankruptcy [or death] or by notice at any time—pp. 202, 218, 219. [Sometimes add the event of the licensee not commencing or discontinuing to work the invention, or not manufacturing to a certain extent-p. 218.] By the Licensor. 1. As to validity of patent (qualified)—pp. 114, 197. 2. As to right to grant (qualified)—pp. 196, 197. 3. (Exclusive licence.) To take proceedings for infringement within the district at the request and cost of the licensee, or permit him to do so in the licensor's name-pp. 199-201. 4. As to improvements &c. made by the licensor (or, if thought fit, include this in a mutual covenant)-pp. 199, 218. 5. (Exclusive licence.) That there are no other subsisting licences within the district-pp. 182, 199. 6. (Exclusive licence.) Not to use the invention or grant other licences within the district-pp. 183, 199. 7. (Exclusive licence.) As to the production and safe custody &c. of the letters patent-p. 199. 8 and 9. Transmission and arbitration clauses (if thought fit). II. Premium II. Where a premium or fixed rent (or both) and royalties are or rent (or reserved. [Exclusive or non-exclusive licence unless otherboth) and royalties. wise stated.] By the Licensee. 1. To pay royalties and other sums. [As to an average clause, where a fixed rent is reserved, see p. 193.] 2. The covenants Nos. 2-9 (both inclusive) by a licensee as above (BI) or such of them as may be applicable. [Insert however an express power to grant sub-licences-p. 214.] 3. Proviso for revocation by the licensor on breach of covenants or bankruptcy or committal of act of bankruptcy-pp. 202, 218, 219. By the Licensor. 1. As to validity of patent (qualified)—pp. 114, 197. 2. As to right to grant (qualified)—pp. 196, 197. [Or as a matter of bargain, e. g. where a large premium and royalties or both premium and rent with royalties are reserved, let the full covenants for title be inserted by implication under the Conv. Act, 1881-p. 196.] 3. (Where the licence is only to sell.) To supply the licensee with the patent articles. 4. To pay the renewal fees or permit the licensee to do so and allow him to deduct amounts so paid from royalties &c. due; and also generally to perform &c. the conditions of the patent-pp. 199, 200. 5. To defend the patent at his own cost in any proceedings for revocation-p. 199. 6. (In exclusive licence.) To take proceedings for infringements within the district at request and cost of the licensee, or permit him to do so in licensor's name-pp. 199-201. 7. Not to amend the specification without the written consent of the licensee-pp. 199, 202. 8. To give the licensee the benefit of improvements &c. [Or include this in a mutual covenant]-pp. 199, 218. 9. (In exclusive licence.) That there are no other subsisting licences within the district-pp. 182, 199. 10. (In exclusive licence.) Not to use the invention or grant other licences within the district-pp. 183, 199. 11. Proviso for determination of the licence by the licensee on the patent becoming void or breach in licensor's covenants. [Or on notice]-pp. 219, 220. 12. Acknowledgment and undertaking as to the letters patent (Conv. Act, 1881)—p. 199. 13 and 14. Arbitration and Transmission Clauses (if thought fit) -pp. 55, 56. 2. Royalties (fixed sums) both on manufactures and sales .... .. 228 3. Royalties on sale moneys after satisfaction of Cost price and Manufacturer's profit (Licensee being Manufacturer and Seller).. 228 4. Proviso that in lieu of royalties on sales, lower royalties may be paid both on manufactures and sales.... 228 ... 5. Proviso that unsold articles at end of term shall bear reduced royalties 229 11. Royalties per Shuttle according to width of fabric and period of use 230 12. Royalties on Railway Foot-warmers to which the Invention may be applied 13. Royalties to be reduced to lowest for time being in other licences— Early notice to be given to Licensee of any licence involving the reduction Reduced royalties not to be increased if other licence be determined 231 231 14. Suspense of rent and royalties while Licensor omits to take proceedings for infringements... 231 232 ... 232 232 .... 15. Royalties varied as sales of articles continue 16. Royalties in descending scale after certain date 17. Remission of royalties in the case of bad Debts 18. Payments to cease or (pending appeal) to be suspended if patent become void-but final cesser to be deemed satisfaction of damages 233 .... 19. Royalties to be paid to trustees pending proceedings for revocation of patent 233 20. Cesser of Rent while Licensor fails to supply material as covenanted 21. Delivery of articles by Licensee to his selling sub-Licensees to be deemed sales to them 234 22. Commutation of Royalties. 234 23. Patent Mark to be used.... 234 |