LI. Steam ship, Con

struction of

Contract not

the execution of the works in accordance therewith shall be given to the contractors in writing signed by the engineer, and thereupon the contractors shall execute the works in accordance with such notice and instructions, and upon terms as to prices and otherwise to be mutually agreed upon between the parties in writing: PROVIDED ALWAYS that the contractors shall not be deemed to have any authority to make any such addition, alteration, or omission as aforesaid, nor to make any claim or demand for the value thereof, or otherwise in regard to the same, until such notice and instructions shall have been received by them as aforesaid.

9. The contractors shall not, without the previous consent to be assigned. in writing of the engineer, make any sub-contract with regard to the work hereby agreed to be done, nor assign nor sublet this contract or any part thereof.

Provision in case of bank. ruptcy or default of contractors.

Delivery of

10. If at any time before the completion of the said steamship the contractors shall become bankrupt, or enter into any arrangements for composition with their creditors, or shall make default in building, equipping, or completing the said steamship in accordance with the stipulations herein contained, or shall in the opinion of the engineer be guilty of any unreasonable delay in carrying out the works hereby agreed to be executed, then and in any such case it shall be lawful for the company to enter into and upon the building yard of the contractors, and to take possession of the said steamship in its then state, and of all engines, machinery, fittings, and materials intended and appropriated for the purposes of the same, and either themselves to complete, or employ any other person or persons whom they shall think fit to complete, the said steamship; or at their option, and in their absolute discretion, to sell the said steamship, engines, machinery, fittings, and materials, and to apply the proceeds of such sale in or towards repayment of all sums paid by the company to the contractors under or by virtue of their agreement, and of all expenses and losses incurred by the company by reason of such bankruptcy, insolvency, default, or delay as aforesaid or otherwise in relation to the said steamship: PROVIDED ALWAYS that the company shall be entitled to claim, or prove in bankruptcy or otherwise, for damages for any loss or injury so incurred by them as aforesaid, and which shall not be covered by the proceeds of any such sale as aforesaid.

11. The contractors shall deliver to the company the

at

LI. Steamship, Construction of.

said steamship complete for sea in all respects as aforesaid, according to the said specifications, afloat and safely moored and classed at Lloyd's as aforesaid, on or before day of 18-; or otherwise the said con- the company. tractors shall pay to the company the sum of £

the

by way of liquidated damages, and not. of penalty, for each and every day after the said

day of

during which the said steamship shall remain not delivered as aforesaid.

steamship to

time.

12. The contractors shall not be entitled to any extension Extension of of the time mentioned in the 11th article of this agreement by reason of any addition or alteration or extra work whatsoever, unless a certificate by the engineer shall be included. in or appended to such notice and instructions as aforesaid extending the time for the completion and delivery of the said steamship, and in such case the time shall be extended only till such date as is mentioned in such certificate.

13. The price and consideration for the said steamship to Payment. be built, equipped, completed, and delivered according to the stipulations herein contained shall be the sum of £

and shall be paid by the company to the contractors at the
times and in manner following, that is to say:-one instal-
ment or sum of £- upon the execution of this agreement;
a further instalment or sum of £-
so soon as the
engineer shall have given his certificate in writing that the
said steamship is in frame, and that the work up to that point
has been executed in accordance with the stipulations herein
contained, and to his satisfaction in all respects; a further
instalment or sum of £- - so soon as the engineer shall
have given his certificate in writing that the plating is
complete, the deck laid, and the engines and machinery on
board, and that the work up to that point has been executed
in accordance with the stipulations herein contained, and to
his satisfaction in all respects, and the last instalment or
balance of £- when the engineer shall have given his
certificate in writing that the said steamship has been safely
launched and classed at Lloyd's as aforesaid, and has been
finally tried at sea to his entire satisfaction, in accordance with
the stipulations herein contained and the said specifications,
and that the said steamship is built and equipped and
completed in respect of materials and work and in all other
respects to the satisfaction of the engineer, and the said

B.-VOL. I.

TT

LI. Steam

ship. Construction of

Arbitration clause.

contractors shall have delivered the said steamship afloat and
safely moored at
aforesaid.

14. If any dispute shall arise between the contractors and the company touching anything contained in this agreement or in the specifications, or in any way touching the building, equipping, furnishing, completing or delivery of the said steamship, the same shall be referred to the engineer [or to a competent engineer, to be agreed upon between the parties, or in case of difference to be nominated by the president for the time being of the Institute of Civil Engineers], whose decision shall be final.

COPY OF SPECIFICATIONS, &C.

Parties

Recitals

LII. AGREEMENT for CONDUCTING an UNDERWRITING BUSINESS at Lloyd's or elsewhere through an Agent.

MEMORANDUM OF AGREEMENT made the

day of -, 18-, BETWEEN A. B., of &c., underwriter, of the one part, and C. D., of &c., underwriter, of the other part. WHEREAS the said A. B. is desirous of proposed of carrying on the business of an underwriter at Lloyd's aforesaid. AND WHEREAS the said C. D. hath agreed to act as agent of the said A. B. and underwrite policies of insurance in the name, and at the sole risk, of the said A. B.

arrangement.

Agreement.

Conduct of business.

Commencement and duration of

agreement.

NOW THEREFORE IT IS AGREED between the parties hereto, that the said underwriting business shall be carried on upon the terms and conditions hereinafter mentioned, that is to say:

1. The underwriting account shall commence on the day of —, 18—, and shall be carried on in the name and at the sole risk of the said A. B., and the subscriptions to policies shall be made in his name, but the policies, losses and averages shall be subscribed and settled by the said C. D. as the agent of the said A. B.

2. The business shall commence from the

day of

18-, and shall be continued from year to year, Power to de- unless such notice be given as is hereinafter provided: PROVIDED ALWAYS that it shall be lawful for either party to

termine by

notice.

LII. Underwriting Agreement.

determine the said business by a notice in writing to the
other party, such notice to be left for him at his place of
business at Lloyd's aforesaid, and the business shall be de-
termined
months from the date of giving or leaving
such notice, and the accounts thereof shall be settled and
closed from such date, unless such notice shall have been given
in consequence of the mental or physical incapacity or wilful
negligence of the said C. D., in which case the business shall
be determined from the time of giving or leaving such notice.
3. The usual and proper books of accounts shall be kept, in
which entries shall be made of all such matters, transactions kept.
and things, as are usually entered in books of account kept
by persons engaged in business of the same kind.

Books of ac

count to be

thereto.

4. The books of account, together with all securities, letters Both parties and other things, which from time to time concern the said to have access business, shall remain and be kept at such place as may be mutually agreed on, and each of the parties hereto shall have free access to examine, cast up, and copy the same, without any hindrance from the other.

&c.

5. The premiums and money arising from the business Receipt of shall be received by the said C. D., and be paid by him to an premiums, account to be opened in the name of the said A. B., at the Bank of --, or at such other bank as may at any time be mutually agreed on, and shall be applied to the purposes of the business by the said C. D.; any surplus moneys which may be received and which from time to time, in the opinion of the said A. B. and C. D. may be not required for the purposes of the business, may be deposited at interest in the joint names of the said A. B. and C. D., or otherwise invested, as may be mutually agreed on. And all interest and dividends arising in each year from such deposits or investments, and the profits, if any, arising upon the realization of such investments, shall be considered as part of the profits of the business in such year, but dividends or interest accruing due in January in any year, shall be considered as having become due in the preceding December. PROVIDED ALWAYS that no profit which may have accrued upon any investment shall be deemed a part of the profit of the business, unless the said investment be actually realized.

6. The said A. B. shall pay towards the office expenses of Office exthe business, including rent, the yearly sum of £

penses.

LII. Under

writing

Agent not to be a partner.

7. The said C. D. shall not in any way be considered as Agreement. a partner with the said A. B. in the business, and in case a loss shall arise from the transactions of any year, the said A. B. shall alone bear and pay such loss, and the said C. D. shall (subject to the proviso contained in the tenth clause) be entirely exempted from bearing or paying any part or proportion thereof, and shall be indemnified by the said A. B. against the same. The profits of the business shall belong to the said A. B.

Taking of ac

counts.

Suspense and indemnity fund.

Unexpected claims.

8. The accounts of the business shall be made up on the 31st December in each year, or as soon as conveniently may be, for ascertaining the profit and loss to each respective period, and on the expiration of three years from the date of each yearly account the said A. B. shall, after deducting all office expenses, salaries, and other outgoings incident to the said business, pay to the said C. D., as a remuneration for his services, a sum of money which may be equal to 20 per cent. of the net profits (if any) which shall appear on such account, and in computing such sum the profit and losses in each year shall be absolutely independent of every other year, and shall be borne and divided without regard to the account of any other year.

9. At each period appointed for the taking by the said A. B. of the profits, the said C. D. may set apart so much of the said profits as he shall think fit to form a suspense account and indemnity against further payments which may come against such profits, such account to be kept open until the final settlement of account between the parties.

10. PROVIDED ALWAYS that if at any time after the settlement of any yearly account any unexpected or other claim shall be made upon the said parties or either of them in respect of the business included in such account, £ per cent. of such claim shall be paid by the said A. B., and £ per cent. by the said C. D., or the same shall be taken out of the suspense account; PROVIDED NEVERTHELESS that the said C. D. shall not be required to pay on account of any such claim any greater sum of money in the whole than the amount which he shall have previously received on account of profits as remuneration from the said A. B. for the year in which the business in respect of which the claim is made was transacted.