manufactured by him a label or plate bearing the proper patent PREC. IV. mark and designation of the said invention which shall be furnished by the licensor (b) as and when required by the licensee and shall not sell or part with the possession of any chemicals aforesaid or the receptacle containing them without such mark and designation being so affixed and shall on each half-yearly day aforesaid pay to the licensor for the said labels and plates so furnished in the half-year then ended as aforesaid at the rate of shillings per gross of labels and said. shillings per dozen of plates afore tion. 9. The licensee shall not during the continuance hereof without To manufacthe written consent of the licensor manufacture any chemicals ture according aforesaid (from whatever source supplied to him) without the to specificaapplication of the said invention as described in the accepted specification thereof for the time being in force at the Patent Office. And in case he shall do so without such consent shall but without prejudice &c. [As in Sp. Cl. 30, ante, p. 236, using the term "chemicals" instead of "articles"]. 10-18. [For Clause 10, as to inspection of factory, use Licence II.; for Clauses Clause 11, as to non-assignment, &c., with the proviso giving power to sub-license, and the proviso as to notice, &c., use last Precedent; for Clauses 12 and 13, as to not disputing the validity of the patent, and detecting infringements and assisting licensor, &c., use Licence II. [but, as to "assistance," with the qualification as in Licence III.]; and for Clauses 14-18, as to payment of fees and observance of conditions of patent, defence in proceedings for revocation and taking, &c. proceedings for infringements, non-amendment of specification, no other licences subsisting, and non-user, &c. of invention within district, use the last Precedent.] of improve 19. Each of the parties hereto shall during the continuance of Each party to this licence at the earliest opportunity either at his own place of have benefit business or by post (if suitable) or otherwise as shall be reasonably ments made required communicate and explain &c. [Mutual covenant as to im- by the other. provements, &c., as in Licence II., ante, p. 249]. breach of 20. If any royalties or other sums payable hereunder by the Power of licensee or any part thereof respectively shall remain unpaid for revocation on twenty-one days after the time herein before appointed for payment covenants or thereof (whether demanded or not) or if the licensee shall &c. bankruptcy of [Use last Precedent]. licensee. determine 21. If the said letters patent shall from any cause become Power of wholly or as to some material part of the said invention void and licensee to incapable of being restored (notwithstanding that any judgment in revocation of the said letters patent to the extent aforesaid shall patent beor shall not be appealed against) (i) or if the licensor shall in any come void or (h) Or refer to the patent mark, &c., as being "of the kind designated in the margin hereof." (i) If a provision be inserted that during any proceedings for revocation, or pending any appeal from the judgment thereon, the payment of royalties shall be suspended or made to trustees (see ante, pp. 205, 206, and Sp. Cl. 18 and 19, ante, p. 233) the above matter in brackets should be omitted. M. S breaches by licensor. PREC. IV. Acknowledg ment &c. as to the letters patent. Arbitration clause. Transmission clause. half-year make default in supplying the licensee with the full 22. The licensor hereby acknowledges the right of the licensee to production &c. [As in last Precedent, but omitting reference to "assigns"]. 23. If any difference shall arise between the parties hereto in respect of &c. [Arbitration Clause, Form 24, ante, p. 55]. 24. Except where in any case the context &c. [Transmission Clause, Form 25, ante, p. 56, using the terms "licensor" and "licensee"]. IN WITNESS, &c. (j). [THE SCHEDULE.] (j) The licence should be registered. See note (1) to Licence I., ante. For a clause as to service of notices, use Sp. Cl. 51, ante, p. 242. V. LICENCE (exclusive) to SELL the patent articles-Licensor both [AGREEMENT X. carried out.] PREC. V. THIS INDENTURE made &c. 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: WHEREAS Recitals. the licensor is entitled to a Brevet d'Invention dated &c. and French numbered &c. granted to him for the sole and exclusive privilege patent. of using and vending within the Republic of France à certain invention described as &c. for the term of fifteen years from the out in joint names, licensor sub day of : AND WHEREAS the licensee at his own British expense in part pursuance of an agreement with the licensor patent taken obtained in the joint names of himself and the licensor letters patent dated &c. numbered &c. for the use of the said invention within the United Kingdom and the Isle of Man for the term of fourteen years: AND WHEREAS by an indenture dated &c. and and then made between the licensee of the one part and the licensor of the vested in other part the licensee in further pursuance of the same agreement ject to coveand in consideration of the covenant by the licensor therein nant to grant contained to grant the licence hereinafter contained duly released this licence. and assigned to the licensor all his interest in the said letters patent: AND WHEREAS the licensor is established at in the Licensor department of aforesaid in the business of manufacturing established in articles according to the said invention: AND WHEREAS in further manufacturer. pursuance of the same agreement the licensee hath purchased from the licensor 500 of the said articles at the price of £. NOW THIS INDENTURE WITNESSETH that in pursuance 1st Testatum. of the said covenant in this behalf and in consideration of the Grant of premises and also of the obligations on the part of the licensee exclusive hereinafter contained the licensor doth hereby grant unto the United King licensee and his assigns the full sole and exclusive liberty right dom to sell licence power and authority within the United Kingdom and Isle the patent of Man to sell [articles] manufactured according to the specification (a) See p. 221, as to licences merely to sell the patent articles. France as licence in the articles. PREC. V. Qualified covenants as to validity and right to grant. 2nd Testatum. Agreement and declaration. Licensor to supply and licensee pur chase minimum number of articles monthly at prices in Schedule. Licensor to supply further number if required at like prices but time of the said invention or of any improvement thereof which shall be supplied to the licensee or his assigns by the licensor or his assigns or otherwise as hereinafter mentioned: TO HAVE HOLD exercise and enjoy the said licence and premises unto and by the licensee and his assigns for and during all the residue now to come and unexpired of the said term of fourteen years granted by the said letters patent and any further term for which the said letters patent may be prolonged: AND THE LICENSOR doth hereby covenant with the licensee &c. [Qualified covenants as to validity of patent and right to grant as in Licence II., ante]. AND THIS INDENTURE ALSO WITNESSETH that in pursuance of the said covenant in this behalf and in consideration of the premises it is agreed and declared as follows: 1. The licensor shall at or shortly before the end of each calendar month during the continuance of this licence (the first whereof commencing on the day of next) supply to the licensee or his nominees who shall accordingly purchase from him in number at least of each of the five classes of [articles] which can be manufactured according to the said invention or any improvement thereof at the prices respectively mentioned in the schedule hereto according to the variations in price for the time being of [raw material] and the cotton or textile fabric out of which their covers are made which shall be payable by drafts or bills of days after the delivery (as hereinafter defined) of the said articles respectively. 2. The licensor shall at all times during the continuance of the licence supply the licensee or his nominees with any further number of the said articles than as aforesaid not exceeding altogether of any class or classes per calendar month as and when required by the licensee or his nominees at the respective large orders. prices and with the like mode of payment as aforesaid: PROVIDED ALWAYS that the licensee or (as the case may be) his nominee or nominees shall in every case under this clause allow the licensor or person or persons authorized by him to supply the same allowed for Licensor not' to grant other this licensee) to manufacture within United King dom. days at least for the execution of any order which shall be for 3. The licensor shall not during the subsistence of this licence sell the said articles nor grant any other licence to sell the same within the United Kingdom or Isle of Man and shall not unless subject to the condition (amongst others) that the licensee thereunder shall not sell or supply any such articles to any person or persons firm or company within the United Kingdom or Isle of Man other than to the licensee or his nominees grant any licence under the said letters patent to manufacture the said articles: PROVIDED however that the licensee (party hereto) shall at the written request of the licensor join in any such licence last aforesaid in order to covenant with the licensee thereunder to pay to him at the prices and by drafts or bills as aforesaid for the articles which shall be supplied to him or his nominees by such licensee by way of satisfaction pro tanto of any covenant by the licensor in this behalf herein before contained and (if the licensor shall think fit) shall obtain a covenant by the licensee thereunder to supply him or his nominees with the said articles either to the full extent of the obligations of the licensor hereunder in this respect or to any lesser extent. PREC. V. 4. Notwithstanding anything herein to the contrary the prices Licensee to of all articles aforesaid which shall be supplied hereunder to the guarantee licensee or his assigns or his or their nominees shall be guaranteed by the licensee himself (b). prices of articles supplied to his assigns or 5. The delivery of any articles aforesaid to a railway company nominees. or other common carrier on the sale thereof to the licensee or his Delivery to nominees shall be deemed a delivery to him or them thereof (c). common car6. All articles supplied by the licensor or his licensees as afore- rier to be said shall be of the best manufacture and as delivered to the deemed delivery to railway company or other common carrier as aforesaid in good and licensee. merchantable condition (d) or if not the licensee or his nominee or Articles to be nominees (if any) to whom any of the same shall be supplied may of good make within six days from their receipt by him or them at his or their &c. or may be usual place of business in London in due course of transit return them to the licensor or the licensee or other person supplying the same and the licensor or such licensee or person shall allow or pay to him or them all expenses (if any) incurred by him or them in respect of the carriage to and fro thereof (e). returned. 7. The licensee shall keep or cause to be kept undefaced the Use of patent patent mark on every article supplied to him or his nominees mark. hereunder and so that the same shall not be sold or parted with while not bearing the patent mark. [For Clauses, as to not disputing validity and detecting infringe- Clauses ments (f) and assisting licensor, &c., use Licence II. [but, as to "as- 8-12. sistance," with the qualification as in Licence III.]; and for Clauses, as to payment of fees and observance of conditions, defence in proceedings for revocation and taking, &c. proceedings for infringements (g), and no other licences “to sell" having been granted, use Licence III.] (h). (b) This guarantee will enable the licensor to dispense with a covenant against assignment, &c. See note (h). (c) This only states the law where there is no contract to deliver the goods at a specified place (Smith v. Hudson, 34 L. J. Q. B. 145). See other cases mentioned in Benjamin on Sales, 3rd edition, p. 686. Where the contract is to deliver goods at a specified place, the vendor takes the risks of transit thereto (Dunlop v. Lambert, 6 CÎ. & Fin. 600; Benjamin, p. 686). (d) Where a vendor undertakes to deliver goods in a merchantable condition to a certain place, he is only liable for. deterioration beyond that necessarily caused by the transit (Bull v. Robison, 10 Ex. 342; 24 L. J. Ex. 165; Benjamin, 686, 687). (e) In the absence of an agreement to the contrary, a vendor is not bound to send or carry the goods to the vendee (Benjamin, 690). He is also not liable to the latter for the expenses of carriage, unless he contracts to be so. See Benjamin, Book IV., Part II., Delivery. (f) That is, as to infringements in manufacture or sale. (9) This had better be limited to infringements with respect to the sale of the articles, and not the manufacture of them. See ante, p. 221. (h) See note (b). A covenant against assignment, &c., or sub-licensing, |