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[For Clause 20, as to rerocation of the licence, use Licence III., Preo. XI. . ante, p. 252; and for Clause 21, as to the determination of the licence Remaining by the licensee if patent roid or breaches, &c., use Clause 19 of clauses. Licence IX., ante, p. 277; and for Clause 22, as to acknowledgment, &c., use Licence III.; and for arbitration and transmission clauses, use C. F. 24 and 25, ante, pp. 55, 56.] IN WITNESS, &c. (e).

THE SCHEDULE.

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

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SUB-LICENCE (EXCLUSIVE for a District at Royalties (a)).

THIS INDENTURE made &c.: BETWEEN A. B. of &c. of the Recitals. one part and C. D. of &c. of the other part: WHEREAS by a licence The licence. under seal dated &c. and made between X. Y. (therein and herein

after called "the licensor") of the one part and the said A. B. (therein called “the licensee”) of the other part the licensee is entitled to the sole and exclusive licence to use within &c. [the district] the invention mentioned together with the letters patent in respect thereof in the Schedule hereto and also every improvement in or addition to the said invention or new discovery useful for the manufacture of made or acquired by the licensor for the residue of the term of fourteen years from the day of

18— comprised in the said letters patent and any extension thereof subject to the rent and royalties payable half-yearly on every

and
day of

and to the covenants and conditions on the part of the licensee therein Agreement contained and to be performed and observed by him ((): And

WHEREAS the said A. B. has agreed to grant to the said C. I. a licence.

licence to use the said invention and all improvements additions or discoveries aforesaid within the town or district of &c. in the county of

as hereinafter defined for the term of years from the date hereof if the said licence shall so long subsist

upon the conditions hereinafter appearing. NOW THIS INTestatum. DENTURE WITNESSETH that in pursuance of the said Grant of sub- agreement in this behalf and in consideration of the royalties licence at royalties for a

hereinafter reserved and of the covenants and conditions on the term of part of the said C. D. hereinafter contained he the said A. B. doth

day of

for sub

First

(a) Where the licence gives an express power to grant sub-licences, containing prescribed terms, reference should be made to pp. 215, 216, ante, (Express power, &c.), and Sp. Cl. 33, ante, p. 237. See also p. 214, ante, as to sub-licences generally.

(6) Where the licence prescribes some of the terms to be inserted in sublicences, it may be well, unless brevity is desired, to recite these terms, as to which see pp. 215, 216, ante, and Sp. Cl. 33, ante, p. 237. The above recital might then be extended by adding, " and in particular to a covenant that the licensee will &c. and to a covenant that” &c., &c.

next (e) Royalties on

or

day of

hereby grant unto the said C. D. (c) the full sole and exclusive PREC. XII. licence liberty right power and authority within the town of

years if the in the county of

and also to the extent of a radius licence so long of

miles from &c. (hereinafter called “the said district”) subsist. to use the said invention and any other invention for the time being comprised in the said licence dated &c. and to manufacture articles thereunder respectively and to sell the same so manufactured: TO HAVE HOLD exercise and enjoy the said licence and premises hereby granted unto and by the said C. D. for the term of years herefrom if the said licence dated &c. shall so long subsist : And the said A. B. doth hereby covenant with the said Covenants C. D. that notwithstanding anything by him the said A. B. done (qualified)

as to validity omitted or knowingly suffered the said licence dated &c. is now of licence and valid and subsisting and not void or voidable. And that notwith- right to standing anything as last aforesaid he the said A. B. now hath grant. power to grant the premises in manner aforesaid (a). AND THIS Second ÎNDENTURE ALSO WITNESSETH that in pursuance of

Testatum. the said agreement in this behalf and in consideration of the pre

Other cove

nants and mises it is agreed and declared as follows:

conditions. 1. The said C. D. shall on the

day of pay to the said A. B. or his assigns the royalty of shillings manufacture for

every article manufactured by the said C. D. hereunder up to on same halfthat date and shall thenceforth for each half-year ending on the in licence.

yearly days as day of

during the continuance hereof pay to the said A. B. or his assigns the like royalty for every article so manufactured in such half-year.

2. The said C. D. shall keep at his usual place of business all Accounts, &c. proper books of account and make true and complete entries therein at the earliest opportunities of all particulars necessary or convenient for any of the purposes hereof or to enable the said A. B. or his assigns to keep and furnish accounts in respect of this licence in accordance with his covenant in this behalf in the said licence dated &c. contained of all transactions relating to the manufacture (f) of articles by the said C. D. hereunder and shall produce the said books &c. [use Licence I., and the provision as to verification of accounts in Licence 11.7.

3. The said C. D. shall at all times during the continuance of Sub-licensee this licence perform and observe the covenants and conditions in to perform, the said licence dated &c. as to the use of the patent mark on all &c. certain

in articles manufactured by him and manufacturing the same only superior

licence. (c) The sub-licence is to be supposed granted to the sub-licensee only, and not to his assigns, although there is a covenant not to assign &c. without consent. See p. 214, ante.

(d) Here add (if thought fit) a covenant not to invalidate the licence.

(e) That is, not one of the half-yearly days mentioned in the licence. Where the contrary is intended, vary the clause accordingly.

(f) The superior licence is to be supposed to provide for payment by the licensee of royalties on articles manufactured by his sub-licensees. This course is recommended in order to accelerate the settlement of accounts between licensor and licensee, notwithstanding that the licence provides for payment of royalties on articles sold by the licensee. As to this, see ante,

P. 216.

Prec. XII. according to the specification and not disputing the validity of the

said letters patent or other letters patent for the time being comprised in this licence (g) and shall at all times keep the said A. B. and his assigns effectually indemnified against all damages or costs occasioned by any breach by the said C. D. of this present

covenant. To pay the 4. The said C. D. shall on the day of next and sub-licensor

thenceforth on every half-yearly day aforesaid during the confor plates bearing the tinuance of this licence pay to the said A. B. or his assigns for all patent mark. plates (or labels or &c.] bearing the patent mark obtained by him

or them from the licensor or his assigns and furnished to the said

C. D. at the rate of shillings per dozen. Power for 5. The said A. B. and his assigns or his or their agents shall be sub-licensor at liberty at all reasonable times during the continuance of this to inspect factory.

licence &c. (liberty to inspect factory, as in Licence II., ante, p. 248]. Sub-licensee

6. The said C. D. shall not without the written consent of the not to assign, said A. B. or his assigns assign or mortgage charge or otherwise &c. without

incumber or grant any sub-licence in respect of this licence or consent.

attempt so to do. To give

7. The said C. D. shall during the continuance hereof use his notice of

best endeavours to detect every suspected infringement of the said alleged infringements

letters patent or other letters patent for the time being comprised and assist in in the said licence dated &c. and shall give the said A. B. or his proceedings. assigns written notice thereof as soon as the said C. D. shall have

suspected and also (if the case) ascertained the same and shall at the expense of the said A. B. or his assigns as to actual disbursements (if any) made or liabilities (if any) incurred thereby assist him or them in any proceedings undertaken (unrequested by the said C. D.) by him or them in respect thereof as shall be reasonably

required (N). Mutual cove- 8. Each party hereto shall during the continuance &c. [mutual nant as to im- corenant as to improvements, as in Licence II., ante, p. 249, writing provements.

"for the use of both parties hereto or the assigns of the said A. B."]. No other sub- 9. The said A. B. hath not heretofore granted for the said sisting district any licence for use of the said invention or any other licences and

invention comprised in the said licence dated &c. and shall not nor non-user of invention in shall his assigns during the continuation of this licence use the district by said invention or grant licences in respect thereof or authorize any sub-licensor.

person or persons whomsoever to use the said inventions or any of

them within the said district. Sub-licensor 10. The said A. B. or his assigns shall at all times during the or licensor to continuance of this licence at the request and cost of the said C. D. Infringements commence and prosecute in the name or names of the said A. B. or his at request and assigns or procure the licensor or his assigns to commence and prosecost of sub

cute all legal or other proceedings in respect of any infringement or licensee, &c.

suspected infringement of the said letters patent or other letters patent for the time being comprised in the said licence dated &c. committed or alleged to have been committed within the said district or at

(9) Add any other excepted covenants and conditions if necessary.
(1) See Clause 10, and note thereon.

default in

the like cost in any case where the said A. B. or his assigns shall be PREO. XII. entitled in his or their own name or names to commence and prosecute any such proceedings permit the said C. D. in the name or names of the said A. B. or his assigns so to do (i).

11. If any royalties or other sums payable hereunder or any Power of part thereof respectively shall be in arrear for twenty-one days A. B. to

revoke on whether demanded or not or if the said C. D. shall commit a breach of any of his other obligations hereunder (j) or shall become bank- payment of rupt or commit any act of bankruptcy whether available for royalties or on

breaches or adjudication or not the said A. B. or his assigns may by notice in

bankruptcy. writing served on the said C. D. revoke this licence without prejudice to the recovery by the said A. B. or his assigns of any moneys then already due or to any right of action by either party hereto or the assigns of the said A. B. for past breaches accrued hereunder.

12. The said A. B. hereby acknowledges the right of the said AcknowledgC. D. to production of the said licence dated &c. and to the delivery ment, &c. as

. and right to take copies of the same and undertakes for the safe custody thereof. IN WITNESS, &c. (k).

THE SCHEDULE.

(i) As to legal proceedings which may be taken by a licensee for infringements, whether in his own name or that of the licensor, see pp. 200, 201, ante.

.() The reference appearing in the other precedents of licences (ante) as to giving notice to make good any breaches, may also be inserted here, if the superior licence does not provide to the contrary.

(k) The sub-licence should be registered. See last note to Licence I., ante, p. 246. For a declaration as to service of notices use Sp. Cl. 51, ante,

p. 242.

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