XLVI. Exclusive Right 7. The proprietor shall, at the expense of the agents, whenever so required during the said term, verify by statutory to sell a Padeclaration, that the said medicine or composition so to be tent Medicine. supplied as aforesaid, is of the same goodness, quality, and Proprietor to composition as that of the same name which hath hitherto tion as to been prepared and sold to the public (d). make declara quality of medicines. Advertise 8. The style and firm of [name of agent's firm] only shall appear and be made use of in all advertisements, bills, and ments, &c. to other publications for promoting the sale of the said medicine be in agent's or composition as the only wholesale vendors in Great Britain and Ireland, to the exclusion of all other names. name. ment. 9. On delivery of each parcel of the said medicine or com- Mode of payposition to the agents, in pursuance of an order for the same (no order being for a less amount than 1007. worth as aforesaid), the agents shall pay the proprietor for the quantity of the said medicine or composition so delivered, after the rate mentioned in the second article hereof by a bill of exchange, payable in six months after such delivery, or shall, at the option of the agents, pay for the same in cash at the time of such delivery, deducting from the amount thereof a discount of 51. in the hundred. medicine or composition by retail only, and at the full retail prices, at his usual place of business for that purpose in London, but shall, for that purpose, purchase the same from the agents, at the usual wholesale price.” (d) "And that such declaration shall be to the following purport or effect (that is to say): That having appointed [agents] sole and exclusive agents for the sale of the genuine and in order that the said medicine or composition might be rendered more secure from spurious imitations, the party or parties making the declaration had duly authorized the agents, or the survivor of them, his executors or administrators, or their or his assigns, to affix the stamp containing their names and address to each bottle of the said medicine; and that no medicine but that sold by the agents, or the survivor of them, his executors or administrators, or their or his assigns, was genuine; which original declaration shall be delivered to the agents, who shall be at liberty to print copies thereof to be delivered with each bottle of the said medicine or composition." B.-VOL. I. SS XLVI. Ex clusive Right 10. All such expenses as shall be incurred by the agents to sell a Pa- in advertising and making public the said medicine or comtent Medicine. position, according to the direction of the proprietor, shall be allowed and deducted from time to time as cash, and allowed borne by pro- in the settlement of accounts between the parties (e). Certain expenses to be prietor. Agents to sell medicine to all persons. Agents not to tion medicine, 11. The agents shall, during the continuance of the said term, sell and supply the said medicine or composition to all. such persons in the United Kingdom and elsewhere with whom they now or may hereafter deal, who shall apply for the same, and who shall conform to the general regulations amongst the wholesale medicine dealers. 12. The said agents shall not at any time or times during sell any imita- the continuance of the said term, sell or supply any medicine or other medi- or composition whatsoever, as an imitation or pretended improvement of the said medicine or composition, nor any of the same name, except such as shall be bought of the proprietor in manner aforesaid. cine of the same name. All stamps to be in agents' name. Advertisements to be mutually agreed upon and expenses divided. £100 to be expended in advertising during first year. Allowance turned. 13. As a security to prevent the said medicine from being counterfeited or imitated, the name, firm and style of [agents' firm] shall be inserted in all the stamps or labels used in the sale of the said medicine or composition, and none of it shall be sold unless such stamp be affixed thereto. (e) Or, "All orders for advertising the said medicine or composition shall be mutually agreed upon, in writing, between the said parties, and that the expenses incurred on that account shall be borne between the said parties, in equal moieties, and allowed for on the settlement of accounts, upon that footing, to each party who shall produce to the other vouchers for the same." "The amount of expenditure for advertising the said medicine during the first year of this agreement, shall not be less than 1007., but that the amount thereof afterwards shall be mutually agreed upon as in the last article." The following clause may be inserted or not, according to the intention: "The amount of any of the said medicine which may have for goods re- been sent by the agents to any vendor or vendors, upon sale or return, who may not have received or ordered a second supply thereof, and who may not have accounted for the same, shall from time to time be deducted as cash, and allowed to the agents in the settlement of accounts." XLVI. Exclusive Right to sell a Pa tent Medicine. 14. All accounts between the said parties, concerning the said medicine or composition, shall be annually settled between them, up to the 31st day of December in every year, and the balance of such accounts paid by a bill of exchange, Accounts to at two months from that period, first deducting all such be settled annually. moneys as shall have been paid by the agents, under the Principle on direction of the proprietor, for advertisements, hand-bills, which accarriage, and other expenses, and deducting the value of such be settled. quantities of the said medicine or composition as shall have been sent to such vendors who have not received or ordered a second supply, or shall have been sent to country dealers, and returned unsold. counts are to indemnify 15. The proprietor shall at all times hereafter well and Proprietor to sufficiently save harmless, and keep indemnified, the agents agents against of, from, and against all manner of actions, suits, attach- costs of defending the ments, prosecutions, and other proceedings of what nature or title to medicine, &c. kind soever, which shall or may be brought, commenced, or presented against them, any or either of them, and also from and against all costs, charges, damages, and expenses which they or any of them may in any wise bear, pay, or be put unto, in defending and settling the same, in consequence of their advertising, publishing, or selling the said medicine or composition, as being prepared by or as the property of the proprietor, or for or in respect of any matter or thing in relation to the said medicine or composition. 16. In case of breach or non-performance hereof by any Liquidated of the parties to these presents, the party or parties so damages. breaking or neglecting to observe the same shall forfeit and pay unto the other party or parties the sum of 2007. as liquidated damages, and not in the nature of a penalty. agency at the 17. The above-mentioned term of twenty-one years may Proviso for be determined at the expiration of seven years or of fourteen determining years from the date hereof, upon notice in writing being given end of the by or to the proprietor, to or by the agents, three calendar fost seven or months before the expiration of such seven or fourteen years years. from the date hereof. IN WITNESS, &c. fourteen Parties. Sale of in cines. XLVII. AGREEMENT for the PURCHASE of the sole RIGHT of Compounding and Vending a MEDICINE, in consideration of a MOIETY of the PROFITS to be paid during TWELVE YEARS. ARTICLES OF AGREEMENT, made this day of - BETWEEN [proprietor], of &c. (hereinafter called the proprietor), of the one part and [purchaser], of &c. (hereinafter called the purchaser), of the other part: WHEREBY IT IS AGREED as follows: 1. The proprietor, for the considerations hereinafter menterest in medi- tioned, hereby grants and assigns unto the purchasers all and singular the right and interest of him the proprietor, of and in certain medicines or preparations called respectivelywhereof the proprietor is the sole proprietor and owner. Proprietor to 2. The proprietor shall in a certain paper writing under disclose secret his own hand, and bearing even date herewith, set forth full, true and perfect recipes for the making up or compounding the aforesaid medicines or preparations respectively. by writing of even date. Not to dis close secret to other persons. Not to compound medicines. Purchasers to of profits to proprietor. 3. The proprietor shall not at any time hereafter disclose or make known to any person or persons whomsoever the said receipt whereby the said medicines or preparations, or any of them, may be compounded or made up. 4. The proprietor shall not at any time hereafter, either by himself or by an agent or otherwise, make up or compound the aforesaid medicines or preparations, or any other of the same description, And shall not permit or allow the same or any of them to be made up or compounded by any person or persons whomsoever, under or by virtue of any license or authority by him the proprietor heretofore given or granted, or by him to be hereafter given or granted. 5. In consideration of the aforesaid articles the purchaser pay a moiety shall pay to the proprietor annually one moiety of the net profits arising from the sale of the aforesaid medicines or preparations during the term of twelve years, after which term the purchasers shall be entitled to hold the proprietorship of the said medicines and preparations without account. 6. The purchaser shall, during the said term of twelve years, render to the proprietors annually, on the ofa statement and account of the sale of the said aforesaid medicines or preparations, together with the cost of preparing the same, and the cost of advertising and publish To render account annu ally. day ing the same, whereby the net profit arising from the sale of the medicines or preparations may be ascertained. XLVII. Purchase of Secret of Medicine. penses of advertising. 7. The expense of advertising and publishing the said medicines or preparations during the said term shall not be As to exgreater or otherwise than the sum to be agreed on between the purchaser and the proprietor by a memorandum in writing. 8. Within fifteen days after the rendering the account Proprietor's share of promentioned in the sixth article, the purchaser shall pay to the fits to be paid proprietor the share or proportion of the net profit due to within fifteen him on the said account. days after rendering Purchaser 9. The proprietor shall not be entitled to call upon the account. purchaser to produce books in order to verify or prove the not to verify accounts to be rendered by him in pursuance of the sixth accounts. article, but the purchaser shall, if so required by the pro prietor, verify the same by statutory declaration, and the accounts so rendered shall be taken and held correct. IN WITNESS, &c. XLVIII. AGREEMENT for the SALE of MACHINERY AN AGREEMENT made the day of 18-, BETWEEN [machinery manufacturer], of &c., of the one part, and [mill-owner], of &c., of the other part, WITNESSETH, and the parties hereto mutually agree as follows, that is to say: 1. In consideration of the payments hereby reserved, and Agreement to supply maof the performance of the conditions and stipulations herein- chinery. after contained, and on the part of the said [mill-owner] to be performed, the said [manufacturer] will on or before the day of next, erect and place in the mills of the said [mill-owner], called the county of all the steam-engines, machinery, apparatus, and plant particularly described in the schedule hereunder written, and hereinafter called the said machinery. 2. The said [mill-owner] shall hold and be at liberty to use the said machinery as from the day of next, |