AGREEMENTS. LIST OF PRECEDENTS. I. AGREEMENT for LOAN by INSTALMENTS to enable Inventor to II. AGREEMENT by a MANUFACTURER to pay expenses of obtaining a Patent-NO APPLICATION yet made-JOINT PATENTMANUFACTURER ALONE to work Patent-PAYMENT OF ROYALTIES OPTION TO PURCHASE Patent-Provision for renewal of Agreement by Surviving Partners (if any) of Manufac turer III. AGREEMENT for LOAN to a Firm-Advances with Interest repayable only out of FIXED SHARE of NET PROFITS halfyearly-Present Advance-Other Sums advanced according to state of Profits-CHARGE ON PATENTS-NO PERSONAL LIABILITY to repay. IV. AGREEMENT for SALE of MOIETY of a Patent-PROVISIONAL PROTECTION obtained-Purchase-money in three Instalments, payable (1) at date, (2) on ACCEPTANCE of Complete Specification, (3) on grant of Patent-CONDITIONS of WORKINGRESCISSION before grant in certain events V. AGREEMENT for SALE of Patent AFTER ACCEPTANCE of Complete Specification-Vendor to MANUFACTURE FOR PURCHASER within District--EXCLUSIVE LICENCE for same District— ROYALTIES on Goods sold to strangers-Clauses as to prices, delivery, accounts and disposition of Goods on determination of Licence VI. AGREEMENT for SALE of FOREIGN and COLONIAL Patents (in course of being obtained)-Special Clauses enabling Purchaser to retire from any Purchase PAGE 59 64 67 70 73 77 57 VII. AGREEMENT for SALE of Patents to a TRUSTEE for a LIMITED JOINT STOCK COMPANY (in course of formation)— Purchase-money in Cash and Shares .. VIII. AGREEMENT between JOINT APPLICANTS for a Patent, defining their respective Interests and powers on working SEPARATELY IX. AGREEMENT to grant EXCLUSIVE LICENCE for districtCondition precedent to purchase EXPECTED CARGO of RAW MATERIAL from foreign Island for manufacture of the Patent commodity-CONTENTS OF LICENCE as in Schedule, including Provisions for FUTURE PURCHASES of raw materialANALYSIS by CHEMISTS-Determination of Agreement in certain events X. AGREEMENT for EXCLUSIVE LICENCE to SELL articles- XI. AGREEMENT for SALE on the HIRE SYSTEM of a Patent (EXCLUSIVE LICENCE until ASSIGNMENT)-Payment of ANNUAL SUMS-NO ROYALTIES XII. AGREEMENT for SALE on HIRE SYSTEM of a Patent (varying last Precedent)-EXCLUSIVE LICENCE until AssignmentPremium-ROYALTIES half-yearly until total fixed MINIMUM paid .. XIII. AGREEMENT forming a SYNDICATE to PURCHASE a CON- XIV. DEED OF PARTNERSHIP for working a Patent ... XV. AGREEMENT appointing a SOLE AGENT for the SALE OF 104 I. AGREEMENT for LOAN by INSTALMENTS to enable Inventor to PRECEDENT I. day of 18 AN AGREEMENT made the BETWEEN A. B. of &c. of the one part and C. D. of &c. of the other part (a): WHEREAS the said A. B. as inventor of a new and Recitals. improved process, &c. [title of invention] made his application for Application letters patent on the- day of last (b) and has for patent. obtained provisional protection (e): AND WHEREAS the said A. B. protection [or has requested the said C. D. to lend him the sum of £A to Acceptance of enable him to obtain the patent for and establish himself at complete in the business of working the said invention: NOW IT IS AGREED AND DECLARED as follows: Provisional specification]. Request of loan. 1. The said A. B. shall at his own expense in the presence of Trial of the said C. D. and any agent of his make trial of the said inven- invention. tion and manufacture according thereto some good specimens (d) of and shall give to them respectively all necessary explanation of the process and details of such manufacture and the mode of application of the said invention so as to enable them respectively to form an opinion as to the utility and value thereof but neither the said C. D. nor his agent shall except for any of the purposes hereof hereafter make use of the invention [or communicate the secret thereof to any person or persons (e)] without the written consent of the said A. B. (ƒ). 2. If the said invention shall not be tried as aforesaid within Option after calendar months from the date hereof or if within weeks after such trial the said C. D. shall not give notice in writing to the said A. B. of his intention to make any advances in the terms of this agreement the same shall at the end of such period absolutely determine (g). (a) As to recitals in agreements, and the law of estoppel, see ante, pp. 40, 41. (b) This date will also be the date of the patent, notwithstanding the time of sealing (sect. 13 of the new act, post, p. 311). (c) Or say, if the case, "has obtained the acceptance of a complete specification." As to provisional protection, and the patent rights obtained on the acceptance of the complete specification, see pp. 13-15, ante, and sects. 14 and 15 of the new act, post, p. 311. (d) Or "a quantity not exceeding lbs.," or &c. (e) If the complete specification has been accepted, omit the words in brackets. See sect. 10 of the new act, as to publication by the office after the acceptance, post, p. 310, and ante, p. 14. (f) As to confidential disclosures in respect of a secret invention, see ante, pp. 27, 28. (g) Until C. D. has advanced any money the parties will be under no binding agreement, and each can withdraw at any time before the period trial to make advances. PRECEDENT I. If C. D. so decide, advances to be made to obtain patent. C. D. to be made co amendment. 3. If the said C. D. shall give such notice as aforesaid he shall advance the said sum of £A by instalments (h) namely £B when he shall be satisfied that the said A. B. has prepared the complete specification of the said invention (i) and a further sum of £c within days after the acceptance of the complete specification shall have been duly notified to the said C. D. from the patent office in respect of the joint application for the patent as hereinafter provided to be made and the balance of the said sum of £A upon the execution of the mortgage hereinafter mentioned. 4. As soon as the said C. D. shall have advanced the said A. B. the said sum of £B whether he shall have given such notice as applicant by aforesaid or not he shall be entitled to be made an applicant for the grant of the patent for the United Kingdom and the Isle of Man jointly with the said A. B. who shall procure the amendment of his application in this respect accordingly (j). Joint grant of patent to be obtained and mortgage to be executed. No further advances unless former 5. After the said application shall have been amended as aforesaid the said patent shall with all due speed and at the expense of the said A. B. be obtained (4) in the joint names of the said parties and immediately after the grant thereof the said A. B. shall at his own expense execute a mortgage thereof or of all his interest therein so that thereby the entirety thereof shall be vested in the said C. D. to secure the repayment of all advances hereunder together with interest as hereinafter provided and so that on redemption the entirety of the said patent shall be assigned to the said A. B. (7). 6 (m). Provided however that the said C. D. may at any time refuse to make any advance unless satisfied with the application of fixed for the first advance. The first two clauses are, therefore, only preliminary to the agreement proper. If the lender were already satisfied with the invention and the complete specification he might advance a sum at once. (h) In case the complete specification has been accepted at the date of the agreement it may be suitable to substitute the following clause in lieu of Clauses 3 and 4: "If the said C. D. shall give such notice as aforesaid he shall advance the said sum of £A in two instalments namely the sum of £в on the said A. B. making him a co-applicant for the grant of the patent and the sum of £c upon the execution of the mortgage hereinafter mentioned.” (i) Or say, "satisfied that Mr. X. of &c. or other patent agent nominated by or approved of by the said C. D. has under the instructions of the said A. B. prepared &c." The sum of £B is suggested in order to defray the expenses of the preparation of the complete specification, and obtaining the acceptance thereof. (j) See as to amendment of the application by making the lender or purchaser a co-applicant, p. 29, ante. (k) As to abortive or abandoned applications, see note (d) to the next precedent. (1) The patent could, of course, be taken out by the inventor alone, and then mortgaged. The above method is, however, advised, in order to prevent adverse dealings with the patent before the execution of the mortgage. See ante, p. 29. As to the form of such a mortgage, see Mortgage II., post, p. 172. As to specific performance of agreements for loans, see ante, pp. 43, 44. (m) Omit this clause if the sum is to be advanced in only two instalments, as mentioned in note (h), ante. all previous sums advanced or being dissatisfied therewith shall be PRECEDENT I. unable or fail to make or sustain any reasonable objection thereto. 7. The said A. B. shall pay to the said C. D. half-yearly on applied." ones properly com- Interest at interest out every day of and day of mencing as from the time of advancement thereof interest on fixed rate, every sum advanced and for the time being remaining unpaid and a further hereunder that is to say firstly a fixed interest at the rate of of profits, but per cent. per annum and secondly a further interest to not exceeding the extent of one-third share of the net profits (if any) of the said a percentage business for the half-years then ending respectively or such part owing. of the said one-third share as shall be equal to per cent. (n) of the total sum advanced as aforesaid and for the time being remaining unpaid (0). on moneys if interest punctually paid, &c. 8. Notwithstanding anything hereinbefore contained all ad- Moneys to vances shall except as next provided be repaid at the end of six remain for a calendar months from the respective times thereof. Provided term certain, however that if the said patent shall be obtained within calendar months herefrom and the said mortgage shall be duly executed as aforesaid then so long as the said A. B. shall on or within thirty days after every half-yearly day aforesaid until the - day of 18- pay all interest for the time being due as aforesaid and perform and observe all his obligations for the time being hereunder or under the said mortgage and shall on or before the 18-(p) have finally established himself in the said business the said C. D. shall not before the said day of 18-() call in the principal moneys so advanced or any part thereof respectively. Provided also that the said C. D. shall not before the said 18-(2) be compelled to receive the said principal moneys or any part thereof respectively. day of day of spection, &c. 9. The said A. B. shall keep at his usual place of business all Half-yearly proper books of account and shall make true and perfect entries accounts, intherein at the earliest opportunities of all particulars relating to the manufacture or sale of the articles made according to the said invention and the licences () granted by him in respect thereof and all other dealings by him with or in relation to the said invention and patent rights subject hereto and to the said business or any of them and shall balance his accounts at the end of each half-year aforesaid and shall at all times during the continuance and for the purposes hereof give the said C. D. or his agents all information and at the expense of the said A. B. evidence by statutory declaration or otherwise as to the truth of any particulars aforesaid and (n) In fixing this percentage, it should be noticed that the period is half a year only. (0) As to this further interest, see ante, p. 29. As to the position of the lender on the bankruptcy of the inventor, see ante, p. 30. (p) Some early date. (2) The first-mentioned date. There will be a check on the grant of licences by the mortgagor alone if the mortgage, or, in default of the latter being executed, the agreement itself, be registered immediately after the grant of the patent. See note (w), infra, as to the registration of this agreement if no mortgage be executed. As to the power of one co-patentee to grant licences, see post, p. 118. |