The Transfer Agreement

1. This is The Agreement [“Agreement”] between Strawman Limited of Orchard Lea, Horns Lane, Combe, Witney, Oxfordshire, OX29 8NH (UK Company Number 3825903) [“Strawman™”] and the Firm of the European Patent Attorney [“EPA”], or legal representative ["Representative"] entitled to act before the European Patent Office [each referred to herein as "Company/Firm"] in respect of representing Strawman™ as a named opponent during either opposition proceedings or appeal proceedings before the European Patent Office in respect of the opposition to the European patent mentioned herein ["specified opposition"] by virtue of either a transfer of representation from or a sharing of representation from or with the current representative listed on the European Patent Office Register for the specified opposition.

 

2. A legal contract is created between the Company/Firm and Strawman™ once a receipt of acceptance is issued in response to the online transfer application form. In addition, two copies of The Transfer Agreement will require signing on issue of the invoice. One copy of the signed Transfer Agreement is then returned to Strawman™.

 

3. The use of Strawman™ is solely to be as a named opponent in the specified opposition for the purpose of fronting the specified opposition on behalf of a third party who wishes to remain anonymous [“Anonymous Party”].

 

4.1 The following terms are accepted:

[i] Except for the signing of any necessary Power of Attorney form for the specified opposition, Strawman™ will not prepare or take part in the preparation of any opposition documents or statements in respect of the specified opposition;

[ii] Use of Strawman™ does not necessarily indicate, explicitly or implicitly, agreement by Strawman™ of any or all of the grounds, statements, positions taken, made by the Company/Firm and/or the Anonymous Party in the specified opposition;

[iiia] Strawman™ will only be represented by the Company/Firm in the specified opposition, or by any other Firm of European Patent Attorneys ["other EPA"] or by any other legal representative ["other representative"] entitled to act before the European Patent Office [each referred to herein as "other Company/Firm"] but only when instructed to that effect by the Company/Firm and Strawman™ has been so notified by the Company/Firm; and that the other Company/Firm shall be bound by the same terms herein;

[iiib] Should the Company/Firm transfer or share representation of Strawman™ as named opponent in respect of the specified opposition, such as during either opposition proceedings or appeal proceedings before the European Patent Office in respect of the specified opposition to or with the other Company/Firm a fee [“Transfer Fee”] will become payable to Strawman™ from the Company/Firm or from that other Company/Firm, and that other Company/Firm will enter into a similar Agreement with Strawman™ known as the Transfer Agreement and shall be bound by the terms herein;

[iiic] The Transfer Fee is due to Strawman™ on the date of the transfer or sharing of the representation and Strawman™ reserves the right to withdraw the specified opposition should any fees owing to Strawman™ remain unpaid within thirty days of the date of the transfer of representation or the sharing of the representation.

[iv] The Company/Firm will not reveal to Strawman™ the identity of the Anonymous Party;

[v] The Company/Firm will not use any defamatory or libelous or abusive remarks in respect of or during the specified opposition or during the opposition proceedings or during the appeal proceedings; and

[vi] The Company/Firm will not perform any irresponsible or malicious acts in respect of or during the specified opposition or during the opposition proceedings or during the appeal proceedings.

 

4.2 Breach of any of these terms will terminate the Agreement with immediate effect entitling Strawman™ to withdraw from the specified opposition and to retain any fees already paid.

 

5. On entering into the Agreement with Strawman™, the Company/Firm hereby indemnifies Strawman™ against any legal costs and/or any expenses that may arise against Strawman™ as a result of any part of or all of or as a consequence of the specified opposition or the opposition proceedings. For the avoidance of doubt, Strawman™ will not seek expenses for attending of its own volition any oral proceedings that may be as a result of any part of or all of or as a consequence of the specified opposition unless Strawman™ has been asked or requested to attend such oral proceedings either by the Company/Firm or the European Patent Office.

 

6. A Transfer Fee [“Transfer Fee”] is due to Strawman™ on the date of notification by receipt of the transfer of representation or the sharing of representation in respect of the specified opposition. Strawman™ reserves the right to withdraw the specified opposition should any fees owing to Strawman™ remain unpaid within thirty days of the date of the transfer of the representation or the sharing of the representation.

 

7. Should an appeal lie from the decision of the Opposition Division, Strawman™ will unequivocally allow its continued use as the named party to the appeal proceedings, subject to payment of a similar additional fee equal to the current Agreement Fee. This fee is payable irrespective of whether the Anonymous Party itself wishes an appeal to be filed. Again, except for the signing of the necessary Power of Attorney form for the specified opposition, it is accepted that Strawman™ will not prepare or take part in the preparation of any appeal documents or statements. For the avoidance of doubt, the terms in Clauses 4.1 and 4.2 apply here.

 

8.1 Should the Company/Firm or the other Company/Firm or the Anonymous Party file an appeal in respect of any aspect regarding the specified opposition then a similar additional fee, equal to the current Agreement Fee, will become payable to Strawman™ by the Company/Firm before or at the same time an appeal has been filed at the European Patent Office which appeal shall be promptly notified within 3 weeks of said filing to Strawman™ by the Company/Firm, failing which Strawman™ reserves the right to withdraw from the specified opposition.

 

8.2 Should an appeal be filed at the European Patent Office by a party other than the Company/Firm or the other Company/Firm or the Anonymous Party and the Company/Firm or the other Company/Firm or the Anonymous Party wishes Strawman™ to be or to remain a party to the proceedings then a then a similar additional fee, equal to the current Agreement Fee becomes payable to Strawman™ by the Company/Firm at the time the appeal has been filed at the European Patent Office which appeal shall be promptly notified within 3 weeks to Strawman™ by the Company/Firm, failing which Strawman™ reserves the right to withdraw from the specified opposition.

 

9. At all material times the onus rests on the Company/Firm to notify Strawman™ of any appeal filed at the European Patent Office in respect of the specified opposition, failing which Strawman™ reserves the right to withdraw from the specified opposition.

 

10. Upon payment of the additional fee, the Company/Firm will hereby indemnify Strawman™ against any costs and/or any expenses that may arise against Strawman™ as a result of any part of or all of or as a consequence of the appeal or the appeal proceedings. For the avoidance of doubt, Strawman™ will not seek expenses for attending of its own volition any oral proceedings that may be as a result of any part of or all of or as a consequence of the appeal unless Strawman™ has been asked or requested to attend such oral proceedings by the Company/Firm or the European Patent Office.

 

11. Should Strawman™ be summoned to any oral proceedings and, should it prove to be necessary for Strawman™ to attend such oral proceedings, at the discretion of Strawman™, one or more representatives of Strawman™ will attend the proceedings on the basis of a daily rate per representation and the Company/Firm will pay those fees in addition to any out-of-pocket expenditure also incurred as a result of the summons.

 

12. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party in this Agreement.

 

13. In the performance of this Agreement, the status of Strawman™, including its employees and agents, shall be that of independent contractors and not as an agent of the Company/Firm.

 

14. If required, a Power of Attorney enabling the Company/Firm or other Company/Firm to represent Strawman™ at the European Patent Office for the specified opposition will be provided to Strawman™ by the Company/Firm or by the other Company/Firm for signature by Strawman™ and will be returned by Strawman™ to the Company/Firm or to the other Company/Firm. Strawman™ shall be entitled to claim for any reasonable expenses in this respect to be payable by the Company/Firm.

 

15.The Company/Firm will hereby indemnify Strawman™ against any costs and/or any expenses and/or any actions, such as an award of costs and/or damages, that may arise either from or during the specified opposition, such as actions by the Company/Firm or by the other Company/Firm or by the Anonymous Party in respect of any aspect relating to the specified opposition, in particular due to any matter that arises due to a failure to meet any of the terms in Clauses 4.1 [iv], [v] and [vi].

 

16. The Company/Firm hereby confirms that the patent owner of the European patent mentioned herein is not the Anonymous Party for the specified opposition.

 

17. Subject to Clause 4.2 this Agreement shall terminate on the date on which the specified opposition proceedings, including any appeal, are concluded. Clauses 5 and 10 shall indefinitely survive any termination of this Agreement.

 

18. This Agreement is made in England and is to be governed and construed in accordance with English Law. The parties hereby submit to the non-exclusive jurisdiction of the Courts of England.

Last Updated: November 2017

Company Number: 3825903

Registered Office: Winnington House, 2 Woodberry Grove, North Finchley, London N12 0DR, United Kingdom.

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