AGREEMENT TO ASSIGN A PATENT

This agreement is made on this 10th day of September 2000 between Mr. AB residing at……………(hereinafter referred to as the ASSIGNOR which term shall include his successors and assigns) of the one part and CD Co. Ltd. a company registered under the Companies Act 1956 and carrying on business at…………………..(hereinafter referred to as the assignee which term shall include its successor and permitted assigns) of the other part.
Whereas the assignor has invented a specialised process of manufacturing Pocket Air-conditioner and on his application sanction has been given for the Patent to be registered as "PAC" under the Patents Act 1970,
And whereas the said patented process of manufacture of article require investment of Capital for its exploitation and marketing.
And whereas the assignee has approached the assignor for exploitation and marketing of the patented article and to invest the requisite capital for that purpose.
And whereas the assignor has agreed to allow the assignee to exploit the patented manufacturing process of the article.
Now THIS agreement witnesseth and the parties hereby agree as follows:
1. The assignor agrees to transfer and assign to the assignee all the rights, title and interest of assignor in the said Patent and the assignee has agreed thereto.
2. In consideration of the said agreement to assign the right, title and interest of the assignor in the said Patent, the assignee agrees to pay to the assignor Rs. 10 lakhs out of which Rs. 2 lakhs has been paid by the assignee by way of Earnest Money receipt of which is acknowledged hereby and the
3. Assignee agrees to pay the balance amount on or before execution of the Deed of Assignment.
4. The Deed of Assignment will be executed after the assignee exploits the market and finds out the prospect of successfully marketing the patented article but if the Deed of Assignment be not executed within 6 years from the date of execution of these presents then the agreement to execute the Deed of Assignment will stand terminated.
5. Till the execution of the Deed of Assignment of the Patent or termination of these Presents the assignee will be at liberty to exploit and use the patent and/or patented manufacturing process and article and sell the patented article and for sale of each article the patentee shall pay a royalty of Rs. 95 per article to the assignor. Such payment should be made every six months commencing from June 2000 and thereafter by the last day of every 6th month.
6. The assignee shall not be entitled to sub-assign or give licence for manufacture or sale of the patented article.
7. The assignee shall maintain proper books of accounts in respect of manufacture and sale of the patented article and such record should be made available to the assignor and his representative for inspection and to take copies thereof.
8. The assignee shall not do anything which may result in cancellation of the registration of the Patent.
9. The assignee shall exploit the Patent by manufacturing and selling the patented article to the full extent and would invest the requisite capital required for full exploitation of and use of the patented article.
10. The assignor shall maintain registration of patents by getting it renewed from time to time. But he does not warranty or guarantee the continued validity or registration of the said patent or that the manufacture or sale of the patented article will not infringe any other patent or other rights of other persons.
11. The assignor however agrees that in any action taken by the assignee or against the assignee the assignor will assist the assignee in protecting his right, title or interest in relation to the manufacture and sale of the patented article.
12. All disputes and differences arising between the parties herein in relation to the meaning, scope and effect or validity of this Agreement or the right, title or interest of the parties herein and matters in relation to or arising out of this Agreement shall be referred to the arbitration of the Bengal Chamber of Commerce whose decision shall be final and binding on the parties.
In witness whereof the parties have signed sealed and delivered these presents on the day, month and year first above-written.
Signed and delivered by the said Mr. AB the assignor in presence of:
1...................................................	         Signature
2...................................................

Signed, sealed and delivered by Mr.   XY   pursuant   to   Board
Resolution dated..................... of
CD Co. Ltd. in the presence of;
1................................................	          Signature
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