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II.

LICENCE (non-exclusive) at Royalties only [Where full contract] (a). PREO. II.

right to

grant.

To pay

allow in

THIS INDENTURE made &c. BETWEEN A. B. of &c. (hereinafter called "the licensor") of the one part and C. D. of &c. of the other part [Recite as in last Precedent] NOW THIS INDEN- Recitals. TURE WITNESSETH that in pursuance &c. [Continue to the 1st Testatum. end of the Habendum in last Precedent, and take in the Reddendum if Grant. thought fit]: AND THE LICENSOR doth hereby covenant with the Covenants. licensee [and his assigns] that notwithstanding anything by him Validity of the licensor done omitted or knowingly suffered the said letters patent and patent are now valid and subsisting and not void or voidable and that notwithstanding as aforesaid he the licensor now hath power to grant the premises in manner aforesaid: AND THE LICENSEE Covenants by doth hereby covenant &c. [Covenants to pay royalties, keep &c. licensee. accounts and allow inspection &c. as in last Precedent, adding as royalties. follows]: And will if and when required by the licensor or his To keep and assigns but at the expense of the licensee [or his assigns] verify or deliver acprocure some fitting person in his [or their] employ to verify the counts and said statement or any part or parts thereof by statutory declaration: AND ALSO (b) will place on some conspicuous part of every books. article manufactured by him [or his assigns] as aforesaid as soon To verify as the same shall be completed a metal plate [or "label" or &c.] statements of furnished by the licensor or his assigns as and when required by the licensee [or his assigns] bearing some number showing the To use the order of manufacture and also having an inscription or mark on articles. of the kind shown in the margin hereof or such other inscription or mark as the licensor or his assigns may think fit to adopt and will not retain or sell or part with the possession of any such article without the said plate [or "label or &c.] being placed thereon as aforesaid: AND ALSO will on each half-yearly day aforesaid or within twenty-one days thereafter pay to the licensor or his assigns for the said plates [or "labels" or &c.] so furnished in the half-year then ended as aforesaid at the rate of shillings per dozen including the cost of carriage and delivery

(a) As to this form of licence, see "List of Ordinary Covenants," ante, p. 223, and the references there to the pages of the text.

(b) For other clauses relating to the use of a patent mark, see Sp. Cl. 23-27, ante, pp. 234-6. See also ante, pp. 210, 211.

spection of

account.

patent mark

PREC. II.

To manufacture only according to

tion.

Licensor

may inspect factory.

No assign

thereof: AND ALSO (c) that [neither] the licensee [nor his assigns] will [not] during the continuance of this licence without the written consent of the licensor or his assigns manufacture any article aforesaid without the application of the said invention as the specifica- described in the specification thereof for the time being in force at the Patent Office [and in case he [or his assigns] shall do so without such consent will pay to the licensor or his assigns such sum or sums by way of royalty to the amount or respective amounts and otherwise as aforesaid in respect of any article or articles manufactured by him [or them] contrary to this covenant as if the same had been manufactured in accordance therewith]: AND ALSO (d) that the licensor or his assigns or his or their agents shall be at liberty at all reasonable times during the continuance of this licence to enter any place of the licensee [or his assigns] where the manufacture or sale of the said articles shall be carried on in order to ascertain the state or extent of such manufacture or sale and that all covenants by the licensee herein contained have been or are being duly performed or observed: AND ALSO (e) that [neither] the licensee [nor his assigns] will [not] without the written consent of the licensor or his assigns first had and obtained assign or mortgage charge or grant sub-licences in respect of or otherwise deal or part with the possession or control of this licence or attempt so to do [but such consent shall not be arbitrarily withheld]: AND ALSO (f) that pute validity [neither] the licensee [nor his assigns] will [not] during the continuance of this licence nor at any time after the determination thereof dispute or object to the validity of the said letters patent or the novelty or utility of the said invention: AND ALSO (9) that the licensee [or his assigns] will use his [or their] best endeavours to detect every suspected infringement of the said letters patent proceedings. within the said district and will give the licensor or his assigns written notice thereof as soon as the licensee [or his assigns] shall have suspected and also (if the case) ascertained the same and will at the expense of the licensor or his assigns as to actual disbursements (if any) made or liabilities (if any) incurred thereby assist him or them in any proceedings undertaken by him or them in respect thereof as shall be reasonably required: AND IT 1S HEREBY DECLARED (h) that the licensor or his assigns shall be at liberty at any time after the day of

ment charge

&c. of the licence or

grant of sub

licences.

Not to dis

of patent.

To detect infringements and assist licensor in

Power for licensor to revoke on notice.

(c) As to this covenant, see ante, p. 212.

(d) Ante, p. 212.

As to this covenant, see ante, pp. 213, 214; and as to an express power to grant sub-licences, see ante, p. 215. For precedents of an assignment and a mortgage of a licence, to which the licensor is a party, see Assignment X. and Mortgage IV., ante, pp. 163, 177; and in connection therewith respectively, see the remarks at pp. 128, 131, ante.

(f) Ante, p. 216.

(g) See ante, p. 217, as to this covenant, and also note to Sp. Cl. 39, ante, p. 239.

(h) As to the revocation of a licence, see ante, pp. 218, 219. For the form of a proviso or covenant for revocation on bankruptcy or breach of covenants, see Sp. Cl. 41, ante, p. 239.

PREC. II.

improve

18- to serve the licensee [or his assigns] with a written notice to revoke this licence which accordingly shall stand and be revoked at the expiration of weeks from the date of such service but without prejudice to the payment of any royalties or other sums due hereunder up to the time of revocation: AND Mutual EACH of them the said parties hereto (i) doth hereby covenant with covenant as to the other of them that he [or his assigns] will at the earliest ments. opportunity either at his [or their] own place [or respective places] of business or by post (if suitable) or otherwise as shall be reasonably required during the continuance of this licence communicate and explain to the other of them [or his assigns] free of charge except as to expenses out of pocket incurred thereby any improvement in or addition to the said invention or mode of applying the same or any discovery useful for the manufacture of the said articles that he [or they] may invent ascertain or make or otherwise be enabled to communicate and that every such improvement addition or discovery (whether the same shall be or become patented or not) shall during the continuance of this licence be for the use of both parties hereto [or their respective assigns] and if made invented or ascertained by the licensor [or his assigns] shall for the purposes hereof be deemed part of the said invention. IN WITNESS &c. (j).

(i) As to this covenant, see ante, p. 218. Compare this covenant with Forms 15 and 16, ante, p. 52. As to the insertion of some covenant of the kind in most instruments, see ante, pp. 33-35 (Chapter on Agreements").

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() The licence should be registered. See note () to last precedent. For a declaration as to service of notices, use Sp. Cl. 51, ante, p. 242.

PREC. III.

Recitals.
Grant.

Reddendum.

Covenants as

to validity of

patent and power to

grant.

Licensee's

covenants.

To pay royalties,

and rent. Average clause.

III.

LICENCE (exclusive) at Rent and Royalties (a).

THIS INDENTURE made &c. BETWEEN A. B. of &c. of the one
part and C. D. of &c. of the other part [Recite as in Licence I.,
ante, but use the expression "sole and exclusive licence"]. NOW
THIS INDENTURE WITNESSETH that in pursuance of the
said agreement and in consideration of the royalties and rent
hereinafter reserved and the obligations of the licensee hereinafter
contained the licensor doth hereby grant unto the licensee and his
assigns (b) the full sole and exclusive liberty right licence power
and authority within the town of in the county of

to a radius of
miles from the front of the town hall thereof
to use exercise and vend the said invention: To HAVE HOLD exer-
cise and enjoy the said premises unto and by the licensee and his
assigns for and during 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 [YIELDING AND
PAYING &c. (c)]: AND THE LICENSOR doth hereby covenant &c.
[Qualified covenants as to validity of patent and power to grant, as in
last Precedent]: AND THE LICENSEE doth hereby covenant with the
licensor &c. [Covenant for payment of royalties as in Licence I., but
importing "assigns" and continuing as follows]: AND ALSO such
further sum (if any) as together with the said royalties shall
amount to the sum of £a (hereinafter called "the rent") [that is
to say a sum equal to the amount of royalties on

of the said articles (d)]: PROVIDED ALWAYS that if the rent for any halfyear shall exceed the total amount of royalties due therefor the licensee or his assigns shall be entitled for any one or more succeeding half-years (so far as necessary for the purpose) for which respectively the total amount of royalties due shall exceed the rent

(a) As to this form of licence, see "List of Ordinary Covenants," ante, p. 223, and the references there to the pages of the text.

(b) As to the use of the word "assigns" in a licence, see ante, pp. 185, 193. As to the insertion of the reddendum, see ante, p. 194.

(d) The matter in brackets is objectionable on the ground that some discrepancy might, by the mention of the wrong number of articles, arise between it and the statement as to the amount of royalty. Its insertion, on the other hand, is no doubt convenient.

PREC. III.

without

particulars

to a remission of so much of the latter excess as will make up to him or them the excess of payment made in the half-year for which the rent shall have exceeded the royalties due therefor as aforesaid: AND THE LICENSEE doth hereby also covenant with the Accounts. licensor &c. [Covenants as to keeping furnishing and verifying Use of patent accounts and allowing inspection of books, the use of the patent mark, mark. manufacture only according to the specification, and liberty to inspect the Manufacture factory, as in last Precedent]: AND ALSO that neither the licensee according to nor his assigns will without the written consent of the licensor specification. or his assigns first had and obtained assign or mortgage charge Liberty to inspect [grant sub-licences in respect of (e)] or otherwise deal or part factory. with the possession or control of this licence, or attempt so to do No assign[except by way of sub-licensing as next hereinafter provided] but ment &c. such consent shall not be arbitrarily withheld: [PROVIDED ALWAYS consent. that it shall be lawful for the licensee and his assigns to grant sub- Proviso licences hereunder which shall respectively be according to the giving power terms (amongst others) mentioned in the schedule hereto (f): to grant subPROVIDED ALSO that the licensee or his assigns shall immediately licences, after the grant by him or them of any sub-licence give the licensor but notice and or his assigns written notice thereof stating the date thereof the to be given. name and address of the sub-licensee the nature of the privileges thereby granted the amount and times for payment of the royalties reserved thereunder the length of the term comprised therein and the locality in which the same is to be enjoyed and also showing that the sub-licence contains the terms hereinbefore provided in this behalf]: AND THE LICENSEE doth hereby Not to disalso covenant with the licensor that neither he the licensee pute validity of patent and nor his assigns will during the continuance of this licence to detect in&c. [Covenants as to not disputing the validity of the patent and fringements to detect infringements and assist licensor, as in last Precedent and assist saying "undertaken (unrequested by the licensee or his assigns)"]: proceedings. AND THE LICENSOR doth hereby covenant with the licensee that he Licensor's the licensor or his assigns will during the continuance of this further covelicence pay all fees necessary for the renewal of the said letters nants. patent days at least before the latest times appointed for To pay fees the payment thereof respectively and when required by the conditions of licensee or his assigns produce the certificate to him or them of patent. any payment thereof or permit the licensee or his assigns to pay any one or more of such fees and to deduct the amount of the same if and when so paid by him or them from the amount of royalties or other sums for the time being due hereunder and also generally perform or observe the conditions of the said letters. patent (g) AND ALSO that the licensor or his assigns will at all To defend times during the continuance of this licence at his or their own proceedings

(e) Omit this reference to sub-licensing if the next later matter in brackets is to be inserted. See pp. 213, 214, ante, and Sp. Cl. 33, p. 237, ante, as to the above covenant, and the insertion of an express power to grant sub

licences.

(f) As to this and the following proviso, and the terms usually prescribed, see ante, pp. 214, 215. Where these terms are to be set out in the body of the licence, use Sp. Cl. 33, ante, p. 237.

(g) As to this covenant, see ante, pp. 199, 200.

licensor in

and observe

for revoca

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