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PREO. X. panies Act 1862 or any statutory modification thereof for the

time being) to pay their debts (j) or being a company or individuals or an individual shall not commence their or his business in relation to this licence within calendar months from the date hereof or (being assigns aforesaid) shall not commence their or his said business within the like period from the date of the assignment to them or him of this licence or being a company or individuals or an individual having commenced their or his said business shall for any period of calendar months consecutively cease practically to carry on the same or being individuals or an individual shall become bankrupt or commit an act of bankruptcy whether available for adjudication or not or if the licensees or their assigns shall make default in any obligation hereunder other than in respect of the payment of moneys and (in the case of a breach capable of being made good) shall for the

days after they shall have been served with a notice in writing by the licensor to make good the said breach neglect or omit so to do then the licensor at any time thereafter (and notwithstanding any merely implied waiver by him of his right so to do] may by notice in writing served on the licensees or their assigns or their liquidator liquidators or the trustees or trustee in bankruptcy as the case may require revoke this licence forthwith but such revocation shall operate without prejudice to the recovery by the licensor &c. [As in last clause, but using

“revocation” for “determination.”] Acknowledg- 18. The licensor hereby acknowledges the right of the licensees ment and undertaking

to production of the said letters patent &c. (Use Licence III., as to the ante, p. 25:3.] letters patent. 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 served.

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. C1. 51, p. 242, ante.] Transmission 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. Arbitration 21. If any difference shall arise &c. [Arbitration Clause, Form clause.

24, ante, p. 55.]
IN WITNESS &c. (k).

THE SCHEDULE.

clause.

(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.

[blocks in formation]

LICENCE (exclusive) for England, Wales, and Isle of Man

ROYALTIES and RENT-ROYALTIES on Manufactures by Licen-
SEE 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.

Recitals.

First Testatum. Grant of exclusive

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 patent and the said invention for the countries of England Wales and the licence.

agreement for 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 licence for sole and exclusive licence right power and authority to make use England, exercise and vend the said invention and manufacture

Wales, and

Isle of Man. 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 bis for the time being in execution of all orders already kupplying

foreign cusreceived by him for the supply of such articles to persons in the 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

tomers.

(a) The licensee is to be supposed not to be ready with the requisite plant, &c. See Clause I.

commence

for every

habendum, and then insert the corenants (qualified) as to the ralidity 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

1. The licensee shall within Testatum.

calendar months from the Covenants

date hereof commence the manufacture of according to the and con

said specification at his works at aforesaid and accordingly ditions.

shall purchase all necessary plant machinery fixtures utensils and Licensee to

other effects sufficient and suitable for the manufacture to the best manufacture, advantage of at least of the said articles half-yearly and and purchase shall set up the said effects at or place the same in the said works plant, &c.

and shall at all times during the continuance of this licence keep necessary.

the same in good working order and condition and supply all

deficiencies therein respectively. Royalties on 2. The licensee shall during the continuance of this licence pay articles to the licensor half-yearly on every day of

and manufactured by licensee or day of

manufactured by the his sub

licensee and his sub-licensees respectively hereunder in the halflicensees.

years then ending respectively a royalty of shillings and But a fixed half-yearly

in case the total amount of royalties for any such half-year shall rent.

not amount to the sum of £A (hereinafter called “the rent") then

such further sum in addition to such total amount of royalties as Average

will equal the rent: PROVIDED ALWAYS that if the rent for any clause.

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. Licensor to

3. The licensor shall supply and the licensee shall receive from supply articles for him during one year from the date hereof all such articles manuone year to be factured by the licensor under the reservation herein before con

tained not being less than in number per calendar month licensee on commission. 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 —
of the selling prices thereof which prices shall be in accordance
with the lists of gross prices for the time being exhibited or pub-

lished by the licensor or such other prices as the parties hereto may Expenses of

agree upon: PROVIDED ALWAYS that in taking any such halfcarriage, &c.

yearly 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). Licensee on 4. The licensee shall after the —

as and when notice to

required by the licensor in writing so to do manufacture or supply foreign cus

articles aforesaid for the licensor for the purpose only of his (the

sold by

per cent.

day of

supply

(b) As to delivery of goods, risks of transit, deterioration, and expenses of carriage, see notes (c), (d), and (e), to Licence V., ante.

tomers of

licensor

discount.

licensor’s) supplying the same to any of his foreign or colonial PREC. XI. customers not exceeding however in number

per

week 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

charged to be entitled to charge the licensor for the said articles prices equal 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 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.

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 of account, particulars 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.

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.

7. Each article manufactured by either party as aforesaid shall Articles to be as soon as manufactured bear a metal plate (or “ label,” or 8c.] 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. think fit to adopt and he shall not retain or sell or part with the pos

session 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). Each party

8. Either party hereto or his agents shall be at liberty at all may inspect factories, &c. reasonable times during the continuance of this licence and for the of other space of one calendar month after the same shall be determined or party. revoked to enter any place of the other party where the manu

facture 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.

Clauses 9–16. [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 prorisoes (d), and as to not disputing the calidity 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, usc Licence III., ante, p. 251.]

Non-user, &c. 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. vided.

18. The licensor shall not within the said district during the Licensor not continuance of this licence except according to the reservations like business hereinbefore contained either alone or in partnership &c. [Sp. Cl. except under 47, ante, p. 241].

19. Each party hereto shall during the continuance of this tions herein. Improve

licence &c. [Mutual covenant as to improvements, gc., as in Licence II., ments by

ante, p. 249, omitting any reference to "assigns,but stating at the either party end thereof that any improrement, fc. if made, fc. by the licensee, to be for

“shall be used by the licensor as to the said district to the extent benefit of both.

only of the reservations hereinbefore contained as if the said improvement addition or discovery were part of the said inven

the reserva

tion”].

(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.

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