shall then forthwith give notice in writing to the said C. D. of such failure and the said C. D. may within. weeks after the receipt of such notice abandon the said purchase and claim a 8. Each party shall from time to time after making any improvement in or addition to the said invention or discovery useful &c. [Form 15, ante, p. 52, but at the end saying, "subject to the terms of Clause 6 hereof."] 9. If by reason of opposition to the grant thereof or otherwise the said patent cannot be obtained the said C. D. shall be entitled forthwith (subject to the provisions of Clause 7) to the return of all moneys paid by him as aforesaid but without interest thereon or in default of payment after demand together with interest thereon from the time of demand thereof at the rate of per cent. per annum until repayment but without prejudice to any claim for damages by either party against the other of them on account of any act or default whereby such failure to obtain the patent ensued (n). 10. Except where in any case the context requires a different interpretation the expression "the inventor" or "the said C. D." or other expression referring to either of the said parties wheresoever used herein shall extend and be construed to apply also as far as possible to the assigns of the person so designated. IN WITNESS &c. (o). (1) As to abandoned applications, see note (c) to Agreement II., ante. (m) The object of the above clause is to ensure care in the preparation of the specification, and also to provide against its non-acceptance, and the delay thus occasioned. If it be omitted, Clause 9 should be slightly altered, by providing for the grant being obtained by a certain date, and omitting reference to the above clause. (n) There is no implied warranty of title to the invention in an agreement to sell a patent (or sharo therein). See chapter on "Assignments," post, p. 112. (0) For a clause as to service of notices, see Sp. Cl. 51, post, p. 242. 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. day of day of 18 PREC. V. Recitals. AN AGREEMENT made the BETWEEN A. B. of &c. of the one part and C. D. of &c. of the other part: WHEREAS the said A. B. as the inventor of a new and Invention. improved process &c. [title] made his application for letters patent Acceptance on the last and obtained the acceptance of complete of a complete specification in respect of the said invention on the specification. day of last (a) AND WHEREAS the said A. B. Vendor has established himself at aforesaid in the business established in of &c. and is possessed of divers plant machinery utensils and other effects necessary or suitable and ready for the manufacture of the said : AND WHEREAS the said C. D. is desirous of Desire to purchasing the said invention and the letters patent obtainable in purchase respect thereof and every extension of the said letters patent and for vendor to the exclusive benefit of all improvements in or additions to the manufacture said invention or any new discovery useful for the manufacture for purchaser. of now (if at all) in the knowledge and possession of or which hereafter may be made by the said A. B. (b) and of securing the services of the said A. B. in the manufacture of NOW IT IS HEREBY AGREED as follows: business. patent and stalments 1. The said A. B. shall sell and the said C. D. shall purchase Sale for sum the said invention patent and rights aforesaid for the sum of in three in£of which the sum of £has now been paid (the (one now receipt whereof is hereby acknowledged) and the sum of £the remainder thereof shall be paid at or immediately before the execution of the assurance hereinafter mentioned. paid). 2. The said C. D. shall be entitled to be made an applicant for C. D. to be the grant of the said patent jointly with the said A. B. who shall made a coat his own expense forthwith procure the amendment of his applicant. application in this respect (c). of 3. All costs and expenses incurred by the said parties on account Costs of opany opposition to the grant of the said patent and of obtaining position to the grant thereof shall be borne exclusively by the said A. B. (d). by A. B. (a) See notes (a), (b), and (c) of Agreement I., ante. (b) As to improvements, &c., being included in a purchase, and modes of providing for the same, see ante, pp. 33, 34. (c) As to such amendment, see ante, p. 29. (d) Or equally between the parties, or otherwise. grant borne PREC. V. Assignment of patent to C. D. after grant. If patent not obtained, returned without pre 4. The said patent shall be obtained with all due speed and immediately after the sealing thereof shall at the expense of the said C. D. but subject to the payment of the balance of the said purchase-money be assured together with the exclusive benefit of any extension thereof to the said C. D. by the said A. B. so that the entirety thereof shall become vested in the said C. D. (e). 5. If by reason of opposition to the grant thereof or otherwise deposit to be the said patent cannot be obtained the said C. D. shall be entitled forthwith to the return of the said sum of £ - without interest or in default of payment &c. [Clause 9 of last Agreement]. 6. Subject as aforesaid the said A. B. shall for a term of years from the date hereof within the borough of place or places in the said county of judice to claim for damages (if any). Vendor to manufacture for purchaser or other approved of by the said C. D. manufacture for and supply to the said C. D. or his nominees all such articles aforesaid which can be manufactured at fixed prices according to the said invention as the said C. D. shall from time to time require not exceeding in number per calendar month and at prices not exceeding the prices mentioned in the Schedule hereto in respect of the class of articles so supplied and shall manufacture the same in a good and workmanlike manner and execute all such orders with due and necessary dispatch. for a term. Good manufacture. Vendor may manufacture and sell goods to others within district. Monthly accounts, inspection, &c. 7. The said A. B. shall at all times during the said term subject as aforesaid be at liberty within the said borough or other place or places aforesaid to manufacture the said articles in such numbers as he may think fit and within the said county to sell the same to any person or persons other than the said C. D. or his nominees at such prices respectively as shall not be less than per cent. over and above the prices for the time being payable by the said C. D. for corresponding articles as aforesaid (f) and so that the said A. B. shall pay to the said C. D. on all such articles when sold by him the royalties mentioned in the schedule hereto according to the class thereof respectively (g). 8. All accounts between the said parties shall be made up and settled at the end of every calendar month the first whereof commencing at the date of the said assurance and accordingly the said A. B. shall keep at the said manufactory or other usual place of (e) For a precedent of such assurance, see Assignment VII., p. 158, post. (f) This clause will operate as a licence, which, by Clause 10, is to be exclusive for the county, except that it is implied that C. D. himself may also use the invention within the same district. A licence simply expressed to be exclusive excludes the licensor, apparently (post, p. 182). See, also, p. 24, ante, as to a licence before the grant of a patent. For contents of a licence, see pp. 191-203, post, and pp. 223-25, post, and also Chapter on "Licences Generally," and Precedents of Licences," post. The agreement can, of course, be added to by the insertion of other clauses relating to licences. (9) The royalties become payable as soon as the sale is effected-that is, when the legal title of the purchaser to the articles first accrues. Consequently, the actual payment for the articles is not necessarily an element in the question of sale or no sale. See Benjamin on Sales (Chapter on "Delivery") and Williams's Personal Property (Chapter on "Alienation of Choses in Possession.") business of his for the time being all proper books of account &c. [Clause 10 of Agreement I., ante, omitting reference to licences and other dealings, substituting "month" for "half-year," and omitting reference to paying expenses of an accountant and the remaining matter.] PREC. V. 9. All articles so supplied to the said C. D. or his nominees shall Expenses of if delivered within the said borough (1) be delivered free of expense delivery of to him or them but otherwise shall be delivered at his or their expense. articles. other than vendor 10. The said C. D. shall not during the said term license within Purchaser not the said county any other person or persons than the said A. B. to to license manufacture or sell the said articles. 11. The said A. B. shall from time to time after making any within the improvement in or addition to the said invention &c. [Form 16, district. ante, p. 52] and every such improvement addition or discovery Improveshall if the said C. D. shall not otherwise direct be applied to the manufacture of the said articles to be supplied to him or his nominees as aforesaid (i). ments, &c. be concerned 12. The said A. B. shall not during the continuance of the said Vendor not to patent or any renewal thereof or any other patents for the time in trade in being comprised herein (except as herein before provided) manu- similar facture or sell any articles aforesaid or such as shall be similar in articles. character to the said articles or be engaged or concerned in or promote any business or company for the manufacture or sale of any such articles respectively or do any act or thing calculated to depreciate the value to the said C. D. of the said invention. ment to em 13. The said C. D. shall be at liberty to determine the agree- Determinament and licence aforesaid relating to the manufacture supply and tion of agreesale of the said articles on the said A. B. wilfully neglecting or ploy vendor refusing or for the space of one calendar month becoming unable on default in from any cause whatever to execute any order aforesaid or other supplying wise making default in the performance or observance of any of goods or his obligations hereunder or on the said A. B. becoming bankrupt or committing any act of bankruptcy whether available for adjudication or not. bankruptcy. on determi 14. In the event of the said agreement and licence as to the Disposition of manufacture supply and sale of articles becoming determined by goods in hand effluxion of time or any other event the said C. D. shall be at nation of liberty so long as the same shall remain unsold by the said A. B. agreement to call for the supply to him or his nominees at the said prices and licence. respectively mentioned in the Schedule hereto of all articles (if any) manufactured as aforesaid or any of them then in the possession and ownership of the said A. B. and not subject to any previous orders of the said C. D. or at the option of the said C. D. as to any such articles to claim royalties thereon payable on demand of (h) Or the limits within which A. B. will send his own carriers. In the absence of agreement in this respect, a vendor is not obliged to send the goods. (Benjamin on Sales (3rd ed.), p. 670.) (i) As to improvements, &c., being comprised in a purchase, see ante, pp. 33, 34. PREC. V. Transmission clause. the respective amounts mentioned in the Schedule hereto less 15. [Transmission Clause as in last Precedent.] THE SCHEDULE. (j) In respect of the licence, this agreement should be executed as a deed, see ante, pp. 16, 24. This agreement should be registered, quâ the licence, after the assignment has been registered. As to registration, see ante, pp. 23–25. For a clause as to service of notices, see Sp. Cl. 51; post, p. 242. |