System protection (licence and service agreements, charge)

This agreement is normally utilised when you have protected your intellectual property and you would like to licence that intellectual property to a third party. It also allows you to protect that intellectual property by placing a charge over the third party. The service element of this agreement simply allows you to provide a service to the third party who is utilising the intellectual property for a fee.

Sample

"A. The Company carries on the business more fully described in Part 2 of the Schedule ("the Business") and in the conduct of the Business requires the provision of certain facilities and services.

B. Considerable administrative and supervisory work is involved in managing the Business and the Company desires to be freed from the burden so far as may be practicable.

C. The Manager has agreed to supply certain management and related services ("the Services") on the terms and conditions contained in this Agreement.

3 SERVICE FEE

In consideration of the Manager providing the services set out in this Agreement, the Company will pay to the Manager the service fee as set out in Part 6 of the Schedule.

4 STAFF

The Manager agrees to supply to the Company such staff administrative requirements as the Company may require from time to time.

5 PAYMENT OF ACCOUNTS AND THE MANAGER?S FEE

5. 1 The Manager agrees to act as a payment facility and short term credit facility for the Company and will make payments from its own resources to the various trade suppliers, service persons, tradesmen and facilities with which the Company contracts.

5. 2 In making such payments, the Manager acts as an agent of the Company in the payment of the debts of the Company and the Company acknowledges that the legal liability in respect of payment of such accounts remains with the Company and not with the Manager.

5.3 In consideration of the Manager providing the services set out in this Agreement the Company will pay to the Manager on the Manager's monthly invoice, in arrears the whole of the expenses incurred by the Manager on behalf of the Company plus a service charge of such per centum of such expenses as is set out in Part 5 of the Schedule (this is in addition to the payment set out in Clause 3).

6 OTHER SERVICES

The Manager must:-

6. 1 maintain and operate to the reasonable satisfaction of the Company a comprehensive accounting system for clients and the Manager, ledgers of clients of the Company and a recording and filing system for all documents of or concerning clients of the Company.

6.2 process all journal and cheque requisitions prepared by the Company to the Manager and client ledgers and process all such requisitions in relation to the day to day running expenses of the Company. The Manager will have custody of and keep proper accounts for and properly supervise the expenditure of the monies of the Company required to discharge any of the expenses and liabilities referred to in this Agreement and the Manager will render proper accounts from time to time to the Company.

6.3 provide as and when required by the Company an accountant and/or bookkeeper having such qualifications as the Company may reasonably require having regard to the nature and extent of the normal duties of such accountant/bookkeeper.

6.4 at the written request of the Company to collect all outstanding sums of money owed to the Company and/or to factor the debts of the Company."