Assignee not to reassign without

consent.

No partner. ship.

No warranty, of validity.

Proviso to be
inserted in
assignment
for a district
of certain
inventions (u).

in the said C. D., his executors, administrators, or assigns as aforesaid, the said A. B., his executors, administrators, or assigns, shall not sell or dispose of the percentage payable to him or them as aforesaid without the consent in writing of the said C. D., his executors, administrators, or assigns; nor shall the said C. D., his executors, administrators, or assigns, sell, or dispose of the said patents, or any of them, without the consent in writing of the said A. B., his executors, administrators, or assigns.

5. Nothing herein contained shall be considered as constituting a partnership between the said parties hereto.

6. Nothing herein contained shall be construed as a warranty by the said A. B., of the novelty or utility of the said invention, or of the validity of the said patent hereby assigned.

Provided always, and it is hereby further agreed and declared, that no action at law or equity shall be brought by the said C. D. against any person or persons to restrain infringements or to recover damages in respect of the mere user of (collar studs made in pursuance of the said patented invention) within the said county of provided that such user be not

for profit or for sale, or in the way of trade.

Parties.

Recitals.

NON-EXCLUSIVE LICENCE TO USE PATENTED INVENTION IN
CONSIDERATION OF AN ANNUAL PAYMENT AND THE
PURCHASE OF THE PATENTED ARTICLES FROM THE
INVENTOR.

This Indenture made the day of 18 between
hereinafter called the patentee of the one part,

A. B., of

and C. D. of

part.

Whereas the patentee is in possession of and entitled to the

"A

(u) It is evident that some such proviso as this is of the utmost importance, when the patent is for an article of common use. The words of section 36 are : — patentee may assign his patent for any place in or part of the United Kingdom or Isle of Man as effectually as if the patent were originally

granted to extend to that place or part only." It would create great confusion and injury to all parties if a man travelling from London to York were liable to actions by different assignees of the districts through which he travelled on account of wearing a particular collar stud.

full benefit of certain letters patent dated

for an invention entitled

and numbered

And whereas the patentee

has agreed to grant to the licensee a licence to use the said
invention at
in the course of his trade and business as a
upon the terms and conditions hereinafter set forth.
Now this Indenture witnesseth that in pursuance of the
said agreement and in consideration of the payments and
covenants hereinafter reserved, contained, and on the part of
the licensee to be paid and performed, he the patentee grants
to the licensee full and free licence and authority during all
the residue now to come and unexpired of the term of fourteen
years by the said patent to use the said invention in the course
of his trade and business as a , upon the terms and con-
ditions following, that is to say:
1. The licensee shall pay to the
of this indenture the sum of £

patentee upon the execution Payments by and further shall once in

every year during the continuance of the said letters patent,
including any extended term thereof, pay the sum of £
the first of such payments to be made on or before the

day

licensee.

2. The licensee shall purchase of the patentee and the Covenant to purchase name and description of patented articles) which the licensee shall articles. from time to time require, paying for the same after the rate of

patentee shall sell and deliver to the licensee all the (here insert patented

per (dozen or gross) with net cash within one month after delivery.

manufacture

3. The licensee shall not manufacture or vend any of the Covenant said but shall only be entitled to use the same in the not to course of his trade or business, and the licensee shall not pur- or sell. chase or otherwise acquire any of the said

patentee.

other than of the

months' Power to

4. The licensee shall be at liberty upon giving notice in writing to the patentee to determine the licence and licensee to

determine

all the terms and conditions thereof, provided always that upon licence. any such determination the licensee shall deliver to the patentee free of charge all the which at that time shall be in his possession, or in the possession of any of his servants, agents,

or customers.

5. In the event of the infringement of the said patent by Covenant by any person or persons the licensee shall at the cost of the

licensee to render

assistance

to patentee in actions. Proviso

patentee not

to be bound

to take action.

Determination of licence on default by licensee.

Determination on patent

being declared invalid.

Reduction of payments to level of other licences.

patentee render to him all the information and assistance in his power to enable the patentee to restrain further infringements of the said patent, and to recover damages for any past infringements thereof: Provided always that nothing herein contained shall be construed as placing the patentee under any obligation to take proceedings for the purpose of restraining or recovering damages for infringements, or as in any manner exonerating the licensee from payment of the amounts and observance of the covenants herein reserved and contained by reason that the profits of the licensee from the use of the said invention may be diminished on account of such infringements being permitted.

6. Should the licensee make default in the payment of the annual sum hereinbefore provided for, within twenty-one days after the same shall have become due, or commit any breach of the covenants herein contained as on his part to be observed, it shall be lawful for the patentee by writing under his hand to give to the licensee, or leave at his usual or last known place of business in England notice of the patentee to determine this present licence, and thereupon this licence shall be deemed to be determined, and the licensee shall deliver to the patentee as soon as practicable, free of charge, all the which at that time shall be in his possession or in the possession of any of his servants, agents, or customers.

7. If during the continuance of the licence hereby granted the said patent shall be pronounced to be invalid by a decision of the House of Lords, these presents shall be void as to the future operation thereof, but without prejudice to any rights or liabilities which shall be then subsisting on either side with respect to any prior breach of any of the covenants and agreements herein contained.

8. If whilst this licence is in force the patentee shall at any time grant any licence or premium to any other person or persons for the use of the said invention in the United Kingdom, and shall reserve any annual payment or charge any price for the said lower than the annual payments and price reserved under and by virtue of this indenture, then that the annual payments and price thenceforward payable to the patentee shall be reduced to an amount equal to the lowest

price reserved and payable for the use of the said invention by such other person.

to amend

9. The patentee shall be at liberty from time to time, and at Power of all times hereafter, without the consent or concurrence of the patentee licensee to apply for and procure the amendment of the specifi- specification. cation or specifications of the said invention, whether by way of disclaimer, amendment or alteration.

cost as

10. The word patentee herein shall include the patentee, his Transmission executors, administrators, or assigns, and he shall be deemed clause and to covenant as beneficial owner with like effect as if this inden- "beneficial owner." ture were a conveyance within the meaning of the Conveyancing and Law of Property Act, 1881. The word licensee shall include the licensee, his executors, administrators, and assigns.

after deter

licence.

clause.

11. Nothing in this indenture contained shall preclude or Licensee not to estop the licensee from disputing the validity of the said be estopped patent after the determination of the licence by notice or mination of otherwise. 12. If any dispute, question, or difference shall arise between Arbitration the parties to these presents, touching these presents or any clause or thing herein contained, or the construction hereof, or any matter in any way connected with these presents, or the operation hereof, or the rights, duties, or liabilities of either of the said parties hereto in connection with the premises then and in every or any such case the matters in difference shall be referred to two arbitrators or the umpire, pursuant to and so as with regard to the mode and consequences of the reference, and in other respects to conform to the provisions in that behalf contained in the Common Law Procedure Act, 1854, or any other subsisting statutory modification thereof, and upon every or any such reference the arbitrators and umpire shall respectively have power to examine the parties and witnesses upon oath or affirmation, and either to fix, settle, and determine the amount of cost of the reference and award respectively or incidental thereto to be paid by both parties or either party, or to direct the same to be taxed either as between solicitor and client, or otherwise to direct and award when, by and to whom such costs shall be paid.

As witness, &c.

Recitals.

Grant.

Consideration and royalty reserved.

EXCLUSIVE LICENCE FOR A DISTRICT.

This Indenture made the day of

188, Between A. B. of , hereinafter called the grantor of the one part and C. D. of hereinafter called the grantee of the other part. Whereas the grantor is the registered legal owner of certain letters patent dated and numbered granted for an invention entitled . And whereas the grantor has agreed to grant to the grantee the sole and exclusive licence to make, use, exercise, or vend the said invention within the counties of upon the terms and conditions hereinafter appearing. Now this Indenture witnesseth and it is agreed as follows:

1. The grantor as beneficial owner and with like effect as if these presents were a conveyance, doth hereby grant unto the grantee, his executors, administrators and assigns, the sole and exclusive licence to make, use, exercise or vend the said invention within the counties of and during the continuance of the said letters patent or any extended time thereof, together with all improvements and additions useful to the manufacture the subject-matter of the said letters patent now already in the knowledge or possession of or which may hereafter be made by the grantor.

execution of these presents , and shall further pay to

2. The grantee shall upon the pay to the grantor the sum of £ the grantor during the continuance of the licence once in every

year on the day of or within twenty-one days there

after the sum of £

by way of annual royalty. Provided always that in the event of the said letters patent being adjudged invalid by any court of competent jurisdiction and within months of the said judgment the grantor, his executors, administrators, or assigns, shall not have done all things necessary for the purpose of appealing from the said judgment, or in the event of the said letters patent having been adjudged invalid by the House of Lords, then that these presents shall be deemed to be cancelled, and all payments accruing thereafter from the grantee to the grantor shall cease, but without prejudice to the recovery by the grantor of any moneys then already due.