Catalogue description MEMORANDUM OF AGREEMENT

Party 1: John Fowler of the firm of Hewitson & Fowler, of Leeds, Yorkshire - agricultural engineers and implement makers.

Party 2: Clayton, Shuttleworth & Co.; Ransomes & Sims; and Charles Burrell - agricultural engineers and implement makers.

For the working of the UK steam cultivating patents belonging to John Fowler, listed in Schedule 2, by Party 2. The two schedules are as in the previous memorandum of terms [TR FOW/CO5/70] and the actual terms are the same save for the omission of J. & F. Howard andthe following additions

i. Licences only to be enjoyed by the present and future members of each firm and their successors in business.

ii. Each firm in Party 2 to pay Fowler £5,000 at once to be set off against an equivalent amount of royalties with no right of refund, if royalties per firm amount to less than £5,000. If the total monies amounting to Fowler at the end of the licence term shall be less than £22,500, he may require any of the firms in Party 2 who total royalty payments amount to less than £7,500 to make up the difference between their payments and the £7,500. This is contained in the draft of a deed of guarantee now submitted to Party 2.

iii. Royalties to be payable half-yearly within 21 days of 15 Jan and 15 Jul from 1862 (15 Jan) onwards.

iv. If Fowler should not effectively defend the patents in litigatory proceedings, Party 2 may claim an alotment of royalty as if the patents had expired. However Party 2 may defend the patents indemnifying Fowler against any expense.

v. No further licence to be granted except to Hewitson and Fowler without the consent of Party 2 or a majority of their number.

vi. If none of the other firms wish to patent jointly an improvement upon the above patents originating with one of their number, that firm may patent the improvement at its own expense and for its own use. If such an invention is jointly patented then at the end of the licence term herein, the patent will revert to the inventor with liberty to the other firms to use the invention on equitable terms.

vii. Firms' accounts of such machinery manufactured and sold to be open to be inspected by any of the other firms and Fowler.

viii. For the purposes of voting a secretary to be appointed, to convene necessary meetings and keep minutes of proceedings and to have a vote when required. At least 2 interested parties must attend or such a meeting is to be adjourned.

ix. Fowler may make a licence with one further firm or person for the above patents if Party 2 consent. If they do not they will pay Fowler £5,000 instead, that is £1,666-13.4d. each to be set off against royalties and unrefundable and the figure of £7,500 in ii above will be increased to £10,000.

x. Arbitration clause.

xi. The costs of this agreement, the draft deed of guarantee and other related documents past and future to be borne, one third by John Fowler and the remaining two thirds divided equally between the firms in Party 2.

This represents the memorandum in its final form as J. & F. Howard were originally meant to be amongst Party 2. They declined to enter and the memorandum was altered by removing their names, changing numerical references and inserting term ix above to allow for any later admission by them. The memorandum as intended to be signed by Howards survives, TR FOW/CO5/71/1, and is as above minus term ix and with two riders inserted allowing for the withdrawal of any firm after two or four year intervals, presumably included at Howards' request. Only Fowler, Clayton, Shuttleworth & Co. and Ransomes & Sims signed this memorandum. There is also the copy of the draft of the memorandum, TR FOW/CO5/71/2 without either the additional or amplified clauses as in TR FOW/CO5/70 and 70/1, or the two riders in TR FOW/CO5/71/1.