34. FORM OF AGREEMENT FOR PURCHASE OF A SHARE OF AN INVENTION AND OF THE PATENT TO BE OBTAINED FOR THE SAME. Memorandum of an agreement indented, made, and entered into this 26th day of December, 1831, between of, of the one part, and of the other part: Whereas the said tain improvements in And whereas the said of of, in the county in the county of hath recently invented and discovered cernever before known or used in this kingdom; intends forthwith to apply for her maj esty's royal letters patent, for her special license and authority, for him, the said his executors, administrators, and assigns, to make, use, exercise, and vend his said invention for his and their sole use and benefit during the term of fourteen years; hath contracted with the said And whereas the said for the purchase of one-fifth share of and in the said invention, and the benefits thereof, and of the said letters patent, and all improvements thereof applicable thereto, and all future letters patent in respect thereof, and advantages arising therefrom, at the sum of to be paid as hereinafter mentioned: Now, these presents witness, that the said the said agrees to sell, and to purchase, one part or share of and in the said invention, of and in the said letters patent, and also of and in all improvements whatsoever which the said shall, or may hereafter, make or discover in the said invention, and of and in all future letters patent (if any) which he, the said shall or may obtain for or in respect of such improvements, and of and in all rights, profits, or advantages whatsoever incident to the said letters patent, whether the same shall arise from making or manufacturing the said improved — or by the vending or sale thereof, or of any part thereof, or from the granting or sale of any license or licenses for the using or manufacturing thereof, or of any part thereof, or from the working thereof, or by any other means howsoever; the same to be held by the said together with all powers and remedies for recovering the moneys to arise as aforesaid for all the term for which the said letters patent shall be granted, and for such renewed term or terms as may hereafter be granted therein: And it is hereby agreed, that the said shall, and within days next after the date of these presents, apply and petition for the said letters patent, and shall and will follow up such petition by all proceedings and means necessary and usual in such cases, so that the said letters patent may be obtained and the specification duly enrolled as soon as circumstances will permit; the same letters patent to be at the costs and expenses in all things of the said And that the said and make over the said shall and will, within days after the said letters patent, or any future letters patent, shall be granted, or at any time or times thereafter, if so required by the said and at his expense, by such good and sufficient conveyances and assurances in the law as the said or his counsel shall advise and require, assign part or share, as aforesaid, unto the said his executors, administrators, or assigns; and shall and will, in such assignment or assurance, enter into all usual covenants for the quiet possession or enjoyment and further assurance of the said share; and also into a covenant not to do, or assent to, or cause to be done, any act, deed, matter, or thing whatsoever, whereby or in consequence of which the said letters patent shall or may be forfeited or invalidated, or the right of the said to his share thereof be affected or incumbered; and also that the business of the said letters patent shall be managed and conducted by the said -, and that he shall keep regular accounts of the same, and that such accounts shall be at all times open to the examination and inspection of the said and that he shall have full power to make the said sum of £ copies of or extracts from the same; and that the said 1 shall pay -; and in payment shall then that he will, if and when that the sum of £ of the fees and expenses incident to obtaining the said letters patent; And it is hereby further agreed, that in case the said hereafter obtain letters patent for thereunto requested by the said and in consideration of the further sum of £ -, to be paid to him by the said —, assign to the said one part or share of such last-mentioned letters patent, and of all benefit and advantage arising therefrom; And it is lastly agreed, that if the said clined to sell and dispose of any further share or shares of the said letters patent, or either of them, that he will, in the first instance, offer the same to the said and the said shall hereafter be in agrees that he will not in any instance whatever sell and dispose thereof, or offer to sell and dispose thereof, to a third person, before the said shall have refused to purchase the same. IV. French Assignments and Powers of Attorney. SEO. 35. Legal formalities. 36. Object and effect of registry. 37. Formalities when the assignment is not drawn up in France. SEC. 38. Transfers by attorney. 39. Number of assignees unlimited. 41. Acte unilateral de cession. 35. LEGAL FORMALITIES.-Patents may be assigned by the patentees themselves, or by persons acting in their names with regular powers; the assignment may be of the whole or only of part; it may be for the time remaining, or for a portion of it. All deeds of assignment must be made in a particular manner, and according to forms prescribed by the French law. A notary public is the only person in France qualified to draw up a deed of assignment, which must afterwards be recorded in the office of the prefect of the department in which the parties reside, if they reside in the same department, or in the office of the prefects of their respective departments, if they do not reside in the same. Should both the parties reside outside of France, the recording may take place in Paris, at the prefect's office. Patentees forfeit all their rights unless they have paid in due time their annual patent fees, and no total or partial assignment can take place until the entire patent fees are paid. No assignment is to be registered, except on the production and delivery, 1st, of the receipt of the payment made in due time of the last annual patent fee, distinct from the first annual patent fee; 2d, of a receipt to the receiver general in the department of the central receiver at Paris for the entire payment of the complimentary patent fees; and, 3d, of an authentic abstract of the deed, executed before a notary of the department, and establishing the total or partial transfer of the patent, either gratuitously or for a consideration. The assignment, if regularly made, is registered in the same manner as the demand for the patent, and, provided the forms above stated have been regularly followed in the drawing up of the deed of assignment, the registering can never be refused. 36. OBJECT AND EFFECT OF REGISTRY.-The authenticity of the assignment, and the publicity given to it, have been required by law to preclude the possibility of fraud. Otherwise a patentee might have sold his patent to two or three different persons, and received the value of it twice or thrice over, if the public at large had not been officially informed that the rights of the patentee had passed into other hands. An The law declares null all assignments with reference to which the above forms have not been followed. But this nullity, merely introduced for the protection of the public, cannot be opposed by one of the parties against the other, their heirs, or assigns, who would be estopped by their own acts from making such a defense. irregular assignment, however, confers no right to the patent, as far as relates to a third party. And notwithstanding the first assignment, if the patentee make a second and regular one, it would stand good; but the first assignment, though it would not confer any legal right to the patent itself, would nevertheless enable the purchaser to recover from the original patentee the moneys paid, the expenses incurred, and also damages. A person holding an original patent, to which several other patents have been annexed for improvements, cannot transfer the original patent without the improvements, nor the improvements without the original patent; the whole being considered as only one patent. 37. FORMALITIES WHEN THE ASSIGNMENT IS NOT DRAWN UP IN FRANCE.-If the deed of assignment be drawn up in a foreign country, it still must be made by a notary public, whose signature must afterwards be certified by the French consul residing in the town where the transfer is executed. It may also be necessary to observe that the execution of the party assigning must be attested by the signature of two witnesses besides that of the notary. This deed must then be sent to France, and there, after being translated by a sworn interpreter, it must be deposited in a French notary's office, who will deliver a copy certified, which will be as legal and as binding as if made in France. This transfer must likewise be recorded and published in the same way above mentioned. It would be more expeditious and less expensive to have the deed drawn up in French, before a foreign notary public, whose signature should be afterwards certified by a French consul; there would then be no necessity for having the deed translated and deposited in a French notary's office, and it would be sufficient to get it recorded. 38. PATENTEE MAY AUTHORIZE TRANSFER BY POWER OF ATTORNEY.-The transfer of a French patent may be made in France for the patentee by the bearer of a regular power from him to that effect. The forms prescribed for the validity of the transfer of patents must likewise be followed with respect to the power; it must be drawn |