PREC. X. Acknowledgment and undertaking as to the letters patent. served. panies Act 1862 or any statutory modification thereof for the 18. The licensor hereby acknowledges the right of the licensees to production of the said letters patent &c. [Use Licence III., ante, p. 253.] 19. Any notice intended to be given or served hereunder on the Notices how licensees being a company shall be effectual if served according to the provisions (if any) as to services of notices in its articles of association but in any other case any notice intended to be given or served hereunder &c. [Sp. Cl. 51, p. 242, ante.] Transmission clause. Arbitration clause. 20. Unless when the context requires a different construction the term "licensor " herein shall include the assigns of the person so designated and the term "licensees" herein shall include the assigns of the company so designated. 21. If any difference shall arise &c. [Arbitration Clause, Form 24, ante, p. 55.] IN WITNESS &c. (k). THE SCHEDule. (j) Sect. 80 of the Companies Act, 1862 (25 & 26 Vict. c. 89) in effect declares that this inability shall be deemed to arise when the company, after service of notice, neglects for three weeks to pay or secure or compound for any debt exceeding 501.; or if execution or other like process in England or Ireland issued on the judgment, &c. of any Court in favour of a creditor is returned unsatisfied; or the induciæ of a charge for payment on an extract decree, &c., have expired without payment being made; or whenever it is proved to the Court that the company is unable to pay its debts. See Buckley's notes to this section. (k) The licence should be registered. See note (1) to Licence I., ante, p. 246. 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. PREC. XI. Recitals. patent and agreement for First Testatum. Grant of exclusive licence for Wales, and 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 by letters patent &c. [pp. 49, 50]: AND WHEREAS the licensor has Grant of agreed to grant the licensee a sole and exclusive licence to use the said invention for the countries of England Wales and the licence. Isle of Man with the reservations and upon the terms hereinafter appearing. NOW THIS INDENTURE WITNESSETH that in consideration of the royalties and rent hereinafter reserved and the covenants and conditions on the part of the licensee hereinafter contained the licensor doth hereby grant unto the licensee the full sole and exclusive licence right power and authority to make use England, exercise and vend the said invention and manufacture according to the specification thereof and also to sell the so manufactured within the countries of England Wales and the Isle of Man (hereinafter called "the said district"): EXCEPTING Reservation AND RESERVING unto the licensor and his assigns the right to to licensor for manufacture the like articles according to the said specification at existing the works of the licensor at aforesaid or other works (if orders and for any) of his for the time being in execution of all orders already supplying foreign cus. received by him for the supply of such articles to persons in the tomers. said district and of all orders already or which hereafter may be received by him for the supply of such articles to persons in any part of the world outside the said district and for the supply of the like articles to the licensee for the space of one year from the date hereof to be sold by him upon commission as hereinafter provided (a): TO HAVE HOLD exercise and enjoy the said licence and premises unto and by the licensee and his assigns &c. [To end of the (a) The licensee is to be supposed not to be ready with the requisite plant, &c. See Clause I. executing PREC. XI. habendum, and then insert the covenants (qualified) as to the validity Covenants as of the patent and right to grant]. AND THIS INDENTURE to validity and ALSO WITNESSETH that in consideration of the premises it is right to grant. declared as follows: Second Testatum. Covenants and conditions. Licensee to commence manufacture, and purchase plant, &c. necessary. Royalties on articles 1. The licensee shall within calendar months from the date hereof commence the manufacture of — according to the said specification at his works at aforesaid and accordingly shall purchase all necessary plant machinery fixtures utensils and other effects sufficient and suitable for the manufacture to the best advantage of at least of the said articles half-yearly and shall set up the said effects at or place the same in the said works and shall at all times during the continuance of this licence keep the same in good working order and condition and supply all deficiencies therein respectively. 2. The licensee shall during the continuance of this licence pay manufactured to the licensor half-yearly on every by licensee or his sublicensees. But a fixed half-yearly rent. Average clause. for every day of and day of manufactured by the licensee and his sub-licensees respectively hereunder in the halfyears then ending respectively a royalty of shillings and in case the total amount of royalties for any such half-year shall not amount to the sum of £A (hereinafter called "the rent") then such further sum in addition to such total amount of royalties as will equal the rent: PROVIDED ALWAYS that if the rent for any half-year aforesaid shall exceed the total amount of royalties for the same period the licensee shall be entitled for any one or more succeeding half-year or half-years (so far as necessary for the purpose) to a remission of so much of the latter excess as will make up to him the excess of payment made in the half-year for which the rent shall have exceeded the royalties due therefor as aforesaid. 3. The licensor shall supply and the licensee shall receive from him during one year from the date hereof all such articles manuone year to be factured by the licensor under the reservation hereinbefore consold by tained not being less than in number per calendar month which the licensee shall sell in the usual way of business and for the sale whereof he shall be entitled by way of commission to debit the licensor in the half-yearly accounts embracing the periods of sale thereof respectively with sums amounting to Licensor to supply articles for licensee on commission. Expenses of carriage, &c. Licensee on notice to supply foreign cus per cent. of the selling prices thereof which prices shall be in accordance with the lists of gross prices for the time being exhibited or published by the licensor or such other prices as the parties hereto may agree upon: PROVIDED ALWAYS that in taking any such halfyearly account in respect of articles supplied by the licensor and sold by the licensee as aforesaid all expenses (if any) of carriage or delivery of the articles from the works of the licensor to the licensee paid by the latter shall be credited to the licensor (b). 4. The licensee shall after the day of as and when required by the licensor in writing so to do manufacture or supply articles aforesaid for the licensor for the purpose only of his (the (b) As to delivery of goods, risks of transit, deterioration, and expenses of carriage, see notes (c), (d), and (e), to Licence V., ante. to licensor discount. licensor's) supplying the same to any of his foreign or colonial PREC. XI. customers not exceeding however in number per week tomers of unless the licensee being requested by the licensor so to do shall licensor. be willing to manufacture or supply any larger quantity and shall Prices be entitled to charge the licensor for the said articles prices equal charged to per cent. of the usual list or gross prices for the time according to being of the licensor charged by him to customers in the particular his usual countries to which the said articles are intended to be exported prices less less (as to such last mentioned prices) the usual deductions allowed by the licensor and all such articles shall at the expense of the licensor be delivered free on board ship at such ports in England as the licensor shall direct: PROVIDED ALWAYS that the licensor But ample shall give the licensee one week's previous notice in writing for the notice to be given to supply of any such articles as last aforesaid where the quantity licensee. required at any one time is to be more than but not more than in number and where the quantity is to exceed the latter amount shall allow days extra for any excess up to in number and so on proportionately for any further excess: PROVIDED ALSO that the licensee shall not without the But licensee written consent of the licensor either directly or indirectly manu- shall not facture or supply any articles aforesaid for the use of any person supply articles or persons residing or for the purpose of transmission out of the for abroad. district. otherwise 5. Each party hereto shall during the continuance hereof keep Each party at his usual place of business all proper books of account and make to keep books true and complete entries therein at the earliest opportunities of all allow inspecparticulars necessary or convenient for any of the purposes hereof tion, &c. of all transactions relating to the manufacture or sale by him of the said articles as aforesaid including as to the licensee the manufacture thereof by his sub-licensees (if any) and produce the said books so to be kept by him to the other of them or his agents or agent at all reasonable times for inspection and the taking copies or extracts therefrom and at his own expense obtain and give to the other of them or his agents or agent all such information as to any item or matter contained or which ought to be contained therein as shall be reasonably required. verification. 6. The licensee shall at the end of each half-year aforesaid deliver Delivery of or send to the licensor a statement in writing of all particulars of accounts and account between him and the licensor hereunder for the same half-year and shall if and when required by the licensor but at the expense of the latter verify or procure some fitting person in his employ to verify each such statement or any part or parts thereof by statutory declaration. patent mark. 7. Each article manufactured by either party as aforesaid shall Articles to be as soon as manufactured bear a metal plate [or "label," or &c.] stamped with furnished by the licensor and shall bear a number designating the actual number of such articles then completed by him of which such article shall be the last completed and also an inscription and mark of the kind shown in the margin hereof as applicable to such party or such other inscription or mark as the licensor in order to avoid infringement of the trade mark of any other person may PREC. XI. Each party may inspect factories, &c. of other party. Clauses 9-16. Non-user, &c. by licensor vided. think fit to adopt and he shall not retain or sell or part with the possession of any such article without the said plate [or "label," or &c.] being placed thereon and the licensee shall on each half-yearly day aforesaid or within twenty-one days thereafter pay or account for to the licensor for the said plates [or "labels," &c.] so furnished to him in the half-year then ended at the rate of shillings per dozen including the costs of carriage and delivery thereof and the licensor shall execute all orders of the licensee for the supply to him thereof with all reasonable dispatch (c). 8. Either party hereto or his agents shall be at liberty at all reasonable times during the continuance of this licence and for the space of one calendar month after the same shall be determined or revoked to enter any place of the other party where the manufacture or sale of the said articles shall be carried on and inspect the same for the purpose of ascertaining the state or extent of such manufacture or sale and that all covenants by the other party hereunder have been or are being duly performed or observed and for finally winding up all accounts between the parties. [For Clause 9, as to manufacture by the licensee only according to the specification, use Licence II., ante; and for Clauses 10-16, as to non-assignment, &c. without consent, and express power to grant sub-licences, including the provisoes (d), and as to not disputing the validity of the patent and detection, &c. of infringements, and assisting licensor, as to payment of fees and performance of conditions of patent, defence of patent and taking proceedings for infringement, non-amendment of the specification, and no other licences having been granted, use Licence III., ante, p. 251.] 17. The licensor shall not during the continuance of this licence within district except as is hereinbefore provided use or authorize any other except as pro- person to use the said invention within the said district. 18. The licensor shall not within the said district during the continuance of this licence except according to the reservations herein before contained either alone or in partnership &c. [Sp. Cl. 47, ante, p. 241]. Licensor not to engage in like business except under the reservations herein. Improvements by either party to be for benefit of both. 19. Each party hereto shall during the continuance of this licence &c. [Mutual covenant as to improvements, &c., as in Licence II., ante, p. 249, omitting any reference to "assigns," but stating at the end thereof that any improvement, &c. if made, &c. by the licensee, "shall be used by the licensor as to the said district to the extent only of the reservations herein before contained as if the said improvement addition or discovery were part of the said invention"]. (c) For other clauses relating to use of a patent mark or die, see Sp. Cl. 23-27, ante, pp. 234-236. (d) As to the terms to be inserted in sub-licences, see ante, pp. 215, 216, and Sp. Cl. 33, ante, p. 237. |