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mon to both

parties.

Meetings to regulate prices.

Exclusive

licence to

become nonexclusive if

working or nonuser of invention.

other brokers or broker at whose offices all persons parties hereto shall hold quarterly meetings for regulating the prices so as to avoid competition between themselves in the prices of the said products.

day of

50. PROVIDED ALWAYS that if during the period of three consecutive calendar months commencing any time after the next the licensee together with his subunprofitable licensees (if any) shall from any cause whatever cease practically to carry on the business of making and selling the said patented articles or if for any half-year aforesaid the said royalties shall amount to less than the sum of £ (r) [the licensee however in that case being at liberty by paying to the licensor a sum sufficient to make up the said sum of £- to avoid the consequences which would otherwise arise hereunder by reason of such deficiency] then this licence shall as from the expiration of such period or half-year as the case shall be cease to be exclusive as regards the licensee and accordingly the licensor may at any time or times thereafter without giving to the licensee any notice of his intention so to do grant licences to any other persons respectively for the use of the said invention within the said district upon such terms as he may think fit.

Noticeshow served.

Transmission clause.

51 (y). Any notice intended to be given or served hereunder may be given to or served on the licensee or licensor as the case may be personally or by leaving the same at his then or last known place of abode or business in the United Kingdom or by sending the same to such place through the post in a prepaid registered letter addressed to him and if served by post as aforesaid shall be deemed to have been served at the time when it would be delivered in the ordinary course of post and in proving such service last aforesaid it shall be sufficient to prove that such letter was put into the post; but if by reason of the absence of any party from the United Kingdom or otherwise he cannot receive or be served with any such notice as aforesaid the said notice if inserted by the other party once as an advertisement in each of the following newspapers namely &c. shall be deemed to have been effectually served on the second day after the day on which the last of such advertisements appeared.

52. Except where in any case the context requires a different interpretation the expression "the licensor" or "the licensee " () wheresoever used herein shall extend and be construed to apply also as far as possible to the assigns of the person so designated.

(x) Where there is a fixed rent the condition as to the minimum amount of royalties had better be omitted, as also the optional matter in brackets. (y) For an addition to this in the case of a company, see Clause 19 of Licence X., post, p. 282.

(2) Add, where appropriate, " or any other expression referring to either of the same persons." See ante, pp. 185, 186, as to covenants binding assigns.

LICENCES.

LIST OF PRECEDENTS.

PAGE

I. LICENCE (non-exclusive) at Royalties only [Where open Contract]....

245

II. LICENCE (non-exclusive) at Royalties only [Where full Contract]..

III. LICENCE (exclusive) at Rent and Royalties

IV. LICENCE (exclusive) at RENT and ROYALTIES to manufacture and sell Chemicals-FOREIGN CONCESSION held by Licensor to get the RAW MATERIAL-Licensor to supply Licensee with the material at prices-ANALYSES OF CARGOES by ChemistsNo Rent payable when supply insufficient

[AGREEMENT IX. carried out.]

V. LICENCE (exclusive) TO SELL the patent articles—Licensor both French and British patentee-Licensor from French factory or his British manufacturing Licensees to supply articles monthly at prices

......

[AGREEMENT X. carried out.]

VI. LICENCE to a Firm to MANUFACTURE AT OWN WORKS and (subject to RESERVATION to grant LIMITED NUMBER of other selling Licences) TO SELL the patent articles WITHIN A DISTRICT-RENTS and ROYALTIES on SALES, or at OPTION of Licensees, BOTH on manufactures and sales-DELIVERY of Articles to SUB-LICENSEES to be deemed SALES

...

VII. LICENCE (exclusive) for a District at a sum the balance whereof is payable in Five Years by Half-yearly INSTALMENTS- -If any Instalment in arrear, final balance, or any part demanded, at once payable-PAYMENTS TO CEASE f Patent void, but to REVIVE if decision overruled-CESSER OF PAYMENT to be taken as DAMAGES-ASSIGNMENT for the District, when all Moneys paid-REVOCATION of the Licence if long default in Payment or Bankruptcy-Licensee may determine on breach by Licensor,

[Sale on HIRE SYSTEM.]

VIII. LICENCE (exclusive) for a District, in consideration of a
LIFE ANNUITY secured by BOND

247

250

254

259

263

266

271

243

PAGE

IX. LICENCE (exclusive) for the KINGDOM, subject to PRIOR LICENCES fixing MINIMUM SELLING PRICES of the Patent articles, and to Licensor's right to supply some of the other Licensees-PREMIUM paid-ROYALTIES in fixed Sums INCREASED to a PERCENTAGE on selling prices, but NO RENTARTICLES SUPPLIED by LICENSEE to his SUB-LICENSEES or MANUFACTURED by them to be DEEMED SOLD by him at said minimum prices less Discount-LICENSEE (if required) TO SUPPLY the other Licensees, and to RECEIVE THE PRICES and PAY ROYALTIES-No Sale by Licensee at less than said minimum prices-SUB-LICENCES to contain certain provisions-REDUCED ROYALTIES on UNSOLD Articles at end of Licence-LICENSOR not to engage in ADVERSE BUSINESS .... 273 X. LICENCE (exclusive) for a District to a LIMITED COMPANYPREMIUM in Cash and Shares-ROYALTIES per ton according to different products, but after certain date to DECREASE FIVE PER CENT. Annually-DIFFERENT RENTS-SUSPENSE OF ROYALTIES and RENTS while Licensor omits to proceed for Infringements-SPECIAL PROVISIONS for determination &c.-REDUCED ROYALTIES on PRODUCTS IN HAND at end of Licence

XI. LICENCE (exclusive) for England, Wales, and Isle of ManROYALTIES and RENT-ROYALTIES on MANUFACTURES by Licensee, and his SUB-LICENSEES, and also on articles authorized to be SUPPLIED BY HIM ABROAD-RESERVATION to Licensor as to EXISTING ORDERS and FOREIGN CUSTOMERS, and the SUPPLY BY HIM to the LICENSEE for the FIRST YEAR of Articles to be Sold on COMMISSION

278

283

XII. SUB-LICENCE (exclusive for a District at Royalties) .... 288

I.

LICENCE (non-exclusive) at Royalties only-[Where open con

tract] (a).

day of

18

PREC. I.

Devolution of

] within title.

Agreement to

THIS INDENTURE made the between A. B. of &c. (hereinafter called "the licensor") of the one part and C. D. of &c. (hereinafter called "the licensee ") of the other part (b): WHEREAS by letters patent &c. [Grant of Recitals. patent (c) and devolution (if any) of title] AND WHEREAS the Grant of licensor has agreed to grant the licensee a licence to use the said patent. invention [so far as relates to the manufacture of the town or district of in the county of as hereinafter defined upon the terms hereinafter appearing. NOW THIS licence. INDENTURE WITNESSETH that in pursuance of the said Grant. agreement and in consideration of the royalties hereinafter reserved and the covenants on the part of the licensee hereinafter contained the licensor doth hereby grant unto the licensee [and his assigns (d)] full liberty licence power and authority within the district being miles in radius from the front of the town in the county of to make use

hall of the town of exercise and vend (e) the said invention [so far as the same shall be applicable to the manufacture of -]: To HAVE HOLD exercise and enjoy the said licence and premises unto and by the licensee [and his assigns (f)] for and during all the residue now to come and unexpired of the said term of fourteen years and during any further term for which the said letters patent may be prolonged [(9) YIELDING AND PAYING unto the licensor half-yearly Reddendum. day of for every manufactured by the licensee [or his assigns] hereunder in the half-years then ending respectively the royalty of — -]:

on every

and

day of

(a) The only terms of the contract are to be supposed to be as to the amount of royalties payable half-yearly, the locality, and the duration of the licence. See ante, p. 195.

(b) As to recitals in a licence, see ante, p. 191.

(c) See C. F. 2, 3, 4, ante, pp. 49, 50.

(d) If the contract does not extend to the assigns, omit the words in brackets. See ante, pp. 184, 185.

(e) The word "manufacture," if used with reference to the patent articles, will include the sale of them. (Thomas v. Hunt, 17 C. B. N. S. 183, and ante, p. 194.)

(f) See note (d), supra.

(9) As to the insertion of the reddendum, see ante, p. 194.

PREC. I.

AND THE LICENSEE doth hereby covenant with the licensor and his Covenants. assigns that he the licensee [or his assigns] will during the term hereby granted pay to the licensor or his assigns (h) half-yearly

To pay royalties.

on every

To keep

&c.

Production

of books.

every

day of

and

for

-day of manufactured by the licensee [or his assigns] here

under in the half-years then ending respectively the royalty of : AND ALSO (i) that he [or his assigns] will during the account books said term keep at his [or their] usual place [or places] of business all proper books of account and make true and complete entries therein at the earliest opportunities of all particulars necessary or convenient for the purposes hereof of all transactions relating to the manufacture [or sale (j)] of - manufactured by him [or his assigns] hereunder and produce the said books to and inspection the licensor or his assigns or his or their agent or agents at all reasonable times for inspection and the taking copies or extracts therefrom and will at his [or their] own expense obtain and give to him or them all such information as to any item or matter contained or which ought to be contained therein as shall be reasonably required: AND ALSO that he [or his assigns] will at the end of each half-year aforesaid deliver or send to the licensor or his assigns a statement in writing of the particulars of the manufacture in such half-year of the said articles and the amount of royalties payable in respect thereof as aforesaid (1⁄2). IN WITNESS &c. (1).

Delivery of accounts.

Improvements &c. (mutual covenants).

Power of revocation.

(h) If the reddendum is inserted this covenant need only be "to pay to the licensor or his assigns the said royalties at the respective times aforesaid." (i) As to keeping accounts, inspection, &c., see ante, p. 210.

(j) Entries of the sales will serve as a check to those of the manufacture. (Where the contract is more than an open one of the simplest kind (ante, p. 195), so as to extend to improvements, &c., and to a power of revocation by the licensor, use Sp. Cl. 41 and 44, ante, pp. 239, 240. Liberty for the licensee to determine the licence is unnecessary to be given, as he need only discontinue the use of the invention (ante, p. 219).

(2) The licence should be registered (ante, pp. 23, 24, and sect. 23 of the Act of 1883, post, p. 313, Appendix).

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