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PRECEDENT VI.

Prec. VI. AGREEMENT for SALE to COMPANY of PATENTED INVENTIONS and CONTRACT. Consideration: Cash and Shares. Vendor to give full information as to mode of Working. Contract to be void if 500 Shares not taken within specified period.

Parties.

Recitals.

Agreement to sell.

day of

AN AGREEMENT made the between A., of &c., (hereinafter called the vendor), of the one part, and the B. Company Limited (hereinafter called the company), of the other part: WHEREAS the vendor is the inventor of certain inventions in connection with the manufacture and construction of, for which he has obtained Her Majesty's letters patent, and of which he has duly filed specifications: AND WHEREAS the said inventions and letters patent are more particularly described and specified in the schedule hereto : AND WHEREAS by an agreement (hereinafter called the N. contract) dated the day of and made between the vendor of the one part, and, of the other part, the vendor, for the considerations therein specified, contracted to execute and do the works and things therein specified: AND WHEREAS the whole of the works and things agreed to be executed and done by the vendor under the said N. contract have been fully and effectually executed and completed according to the terms and conditions of such contract up to the day of the date hereof as the vendor hereby declares: AND WHEREAS the vendor has not up to the day of the date hereof received any part of the moneys payable to him under the said contract as he hereby declares: AND WHEREAS the nominal capital of the company is 60,000l., divided into 6,000 shares of 107. each, whereof 3,000 are to be called "A. shares" and 3,000 are to be called "B. shares": AND WHEREAS the holders of the B. shares are to be entitled to one-third part of the profits of the company: AND WHEREAS fifty of the A. shares and no more have been allotted and issued:

NOW IT IS HEREBY AGREED as follows:

1. The vendor shall sell and the company shall purchase; first, all those the said several inventions and the said letters

patent for the same respectively, together with the full benefit Prec. VI. of all extensions and prolongations (a) of the terms by the said letters patent respectively granted, and also all improvements (b) on the said inventions which have been already or may hereafter be discovered by the vendor, and all other inventions which have been already or may hereafter be discovered by the vendor in connection with the manufacture and construction of or which can be used for any purpose for which the said inventions specified in the schedule hereto respectively can be used; and, secondly, the N. contract and all monies now payable or hereafter to become payable to the vendor, under the same contract, and the full benefit thereof, together with all rights, powers, authorities, privileges, and emoluments to the said premises respectively appertaining, and all the right, title, interest, and demand of the vendor in to and upon the said premises.

66

Agnew on Patents," 175,

(a) As to extensions and prolongations, see et seq. (b) As to the validity of this, see Printing, &c., Co. v. Sampson, 19 Eq. 462; 23 W. R. 463.

2. The vendor shall at the request and costs of the company do all such acts and things as may, from time to time, be considered necessary or expedient by the company for procuring the confirmation of the said letters patent (c) and keeping the said letters patent on foot, and for obtaining, if possible, extensions and prolongations of the terms thereby granted, and shall from time to time communicate to the company all such improvements and other inventions as aforesaid, and, at the request and costs of the company, apply for and obtain letters patent in respect of such improvements or other inventions as aforesaid, or any of them, and shall execute and do all such assurances and things for vesting any letters patent so obtained in the company, and for keeping the same on foot.

(c) As to procuring confirmation of letters patent, where there has been a previous publication unknown to the patentee, see 5 & 6 Will. IV., c. 83, s. 2, and the following cases: Stead's Patent, 2 Webs. P. R. 146; Card's Patent, 6 Moo. P. C. C. 213; Honiball's Patent, 9 Moo. P. C. C. 378 ; Lamenaude's Patent, 2 Webs. P. R. 171.

Vendor to do

all acts for
keeping
patent on
foot, &c., and

to communi

cate improvements.

3. The company shall, in the event of any infringement of Power for the said letters patent, or any of them, be at liberty to com- company to

E

Prec. VI.

sue in case of

infringement.

Consideration,

cash, and paidup shares.

No allotment

of A shares

till 500 applied for. Completion.

Form of assignment of letters patent.

Covenants upon assignment of N. contract.

mence, carry on, and prosecute in the name of the vendor, his executors, or administrators, all such actions and proceedings on account thereof as the company may from time to time determine, the company, nevertheless, keeping the vendor, his heirs, executors, and administrators, and his and their estates and effects, indemnified against all costs, damages, expenses, and liabilities incident to or consequent on any such action or proceedings as aforesaid.

4. As the consideration for the said sale, the company shall pay to the vendor, on the day of next, the sum of 2,0007. in cash, and shall, on or before that day, allot to him or to his nominees the said 2,000 B shares, which shall be deemed for all purposes to be fully paid-up shares, and shall be numbered, &c. [supra, p. 37].

5. No further allotment of A shares, beyond the said 50 shares, shall be made unless and until 500 at least of such shares beyond the said 50 shall have been applied for. 6. The purchase shall be completed on the

next, at the office of Messrs.

day of the vendor's solicitors, when the vendor shall, at the expense of the company, execute proper assignments to the company of the said letters patent and of the N. contract: Such assignments to be prepared by the company. The assignment of the said letters patent shall contain a covenant by the vendor that the said letters patent are valid and in no wise void or voidable, (d) and also such other covenants and provisions as may be considered necessary by the counsel of the company for giving to the company or its assigns the full benefit of the said sale and of the stipulations contained in Clauses 2 and 3 hereof.

(d) There is no implied warranty, upon an agreement for the sale of a patent or of a licence to use it, that the patent is valid, and it is no answer to an action by vendor that the invention is not new, and that the plaintiff is not the true and first owner. See Hall v. Conder, 2 C. B. (N. S.) 22; Smith v. Neale, ibid., p. 67: Trotman v. Wood, 16 C. B. (N. S.) 479.

7. Upon the assignment of the N. contract the vendor shall covenant with the company to pay and discharge all payments and outgoings in relation to the same contract up to the day of last, and to indemnify the company against all responsibilities and obligations in respect thereof up to that day, And the company shall covenant with the vendor to perform, execute, and do the obligations, works, and things

specified in the N. contract so far as the same remain to be Prec. VI. performed, executed, and done by the vendor under such con

tract from the said

day of

the vendor against the same.

last, and to indemnify

explain mode of using inventions.

8. The vendor shall at all times hereafter, and without Vendor to making any charge therefor, give all such advice, explanation, and instructions to the directors and other officers and workmen of the company as may be necessary to enable them effectually to exercise and work the inventions to which the company may for the time being be entitled by virtue of this agreement, and shall, for such purposes, at his own cost and expense, from time to time prepare and furnish to the company all necessary plans, drawings, and models.

9. The vendor shall not, for a period of ten years from the Vendor not date hereof, either solely, &c.

[Supra, p. 24, clause 9, mutatis mutandis.]

10. If, before the

day of

next, 500 at least of the said A shares shall not have been applied for, this agreement shall on that day become void, and neither party shall have any claim against the other for damages, costs, or expenses in relation thereto.

11. If any [supra, p. 31, clause 18]. IN WITNESS, &c.

THE SCHEDULE ABOVE REFERRED TO.

[This will contain particulars of the letters patent.]

to carry on similar pursuit for ten

years.

be void in cerAgreement to tain event.

Arbitration.

PRECEDENT VII.

Prec. VII. AGREEMENT to GRANT to INTENDED COMPANY LICENCE to USE PATENTS. Consideration, Shares and Royalty.

Special

Parties.

Recitals.

Condition.

Agreement to grant licence.

Clauses to be inserted in Licence.

day of

between

AN AGREEMENT made the A., of, of the one part, and B., of on behalf of a company about to be incorporated under the Companies Acts, 1862 and 1867, by the name of The Company, Limited (hereinafter referred to as the company), of the other part. WHEREAS the memorandum and articles of association of the company have been already prepared, with the privity and approval of the parties hereto : AND WHEREAS the objects of the company include the purchase of the works,

situate at in the county of and known as TheWorks, and the acquisition of such licence as is hereinafter agreed to be granted: AND WHEREAS the owners of the said works have entered into a conditional agreement with the said B. for the sale of the said works to the company when formed: AND WHEREAS the nominal capital of the company is to be 200,0007., divided into 5,000 shares of 407. each: AND WHEREAS the said A. has duly obtained Her Majesty's letters patent for his several inventions, the particulars whereof are specified in the schedule hereto : AND WHEREAS proper and complete specifications of the said inventions were duly filed by the said A. AND WHEREAS the said inventions were at the respective times of granting the said letters patent respectively new to the public use and exercise thereof within the United Kingdom, and the said letters patent respectively are now valid and in full force:

NOW IT IS HEREBY AGREED as follows:

1. This agreement shall be conditional on the purchase by the company, before the next, of the said

works.

day of

2. Subject to the foregoing condition, the said A. shall grant to the company, and the company shall accept a licence

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