BE CHECKED AGAINST) CONFORMED COPY
DATED 3 JUNE 1997
(1) ROBERT SOUTAR LIMITED
COMMUNITY SERVICES LTD
(2) FRASER HOW
establishing the LETSystem Trust
200 Aldersgate Street
London EClA 4JJ
TRUST DEED is made on this 3rd day of June 1997
ROBERT SOUTAR LIMITED (registered in England No.2091840); and LANDSMAN
SERVICES (registered in British Columbia, Canada No.282243) (together
FRASER HOW of 2 Grosvenor Road, Whalley Range, Manchester, M16 8JP;
KAY of 8 Whitworth Avenue, Coventry CV3 IEP; and ANGUS
Ingle Dene, Low Hill, Bury Fold, Darwen, Lancs BB3 2QG (together "the Trustees")
Companies wish to establish a trust to be known as the LETSystem Trust
("the Trust"). The Trustees wish to hold, protect and administer
the Trust Property as defined below, so that the Trust Property may be
held and used in common by the Beneficiaries, subject to the terms of this
DEED WITNESSES THAT:-
this Trust Deed and the recitals hereto unless the context otherwise requires
words importing the singular shall be deemed to include the plural and
vice versa and words importing the masculine gender shall be deemed to
include the feminine;
any reference to a numbered clause shall (unless otherwise particularised)
be a reference to the relevant clause of this Trust Deed;
the following words and expressions shall have the following meanings:-
the Initial Beneficiaries appointed under Clause 2 and those persons from
time to time identified in the List of Named Beneficiaries (as hereinafter
defined) and "existing Beneficiary" and "potential Beneficiary" shall be
"Beneficiary Agreement" means the agreement set out in Schedule 2, as amended from time to time by the unanimous consent of all the Trustees.
in relation to each existing Beneficiary, at all times to uphold and adhere
to the requirements of the Policy Statement; and
in relation to potential Beneficiaries (i) to sign a Beneficiary Agreement;
(ii) to have such Beneficiary Agreement counter-signed in the manner permitted
by the Policy Statement by two existing Beneficiaries; and (iii) to indicate
a willingness to uphold and adhere to the requirements of the Policy Statement.
Property" means that part of the Trust Property which is specified
in Part I of Schedule 1 from time to time.
those persons who are granted licenses in respect of the Trust Property
but who are not granted Beneficiary status.
of Named Beneficiaries" means the list entitled "Beneficiaries of the
LETSystem Trust" maintained by Robert Soutar Ltd, or such other company
as Robert Soutar Ltd shall from time to time appoint, in an electronic
database or such other form as may be required from time to time.
Statement" means the policy statement in Schedule 3 as amended from
time to time by the unanimous consent of all of the Trustees and the version
of the Policy Statement scheduled to this Trust Deed at any given time
shall be deemed to be the version then in force.
is the property specified in Schedule 1 from time to time (including all
property deemed arising therefrom including income). Any two Trustees may
agree to add new items to Schedule 1.
Establishment of the Trust and Appointment of Initial Beneficiaries
Companies hereby establish a trust to be known as the LETSystem Trust and
named above, namely Fraser How, Richard Kay and Angus Soutar as its initial
Beneficiaries (the "Initial Beneficiaries") which Initial Beneficiaries hereby give undertakings in terms identical to those that appear in Schedule 2 as at the date hereof.
Object of the Trust
object of the Trust is for the Trustees to hold, protect and administer
the Trust Property so that the Trust Property may be held and used in common
by the Beneficiaries. The Trustees shall have the power to transact any
business reasonably incidental to the objects of the Trust and to grant
licences in respect of the Intellectual Property
Appointment and Removal of Beneficiaries
to the appointment of the Initial Beneficiaries under Clause 2, Beneficiary
status shall be determined in the following manner:
The Trustees shall use the Beneficiary Criteria in deciding who is to be
admitted as a new Beneficiary of the Trust and the decision to grant Beneficiary
status may be made by any two of the Trustees.
If Beneficiary status is granted the name of the individual to whom it
is granted shall then be included in the List of Named Beneficiaries.
Any two of the Trustees shall have the power to revoke a Beneficiary's
Beneficiary status if in their reasonable opinion the Beneficiary has ceased
to meet the Beneficiary Criteria. If a decision is made to remove a Beneficiary
the Trustees must give the Beneficiary one month's written notice.
If a Beneficiary has his Beneficiary status removed, his name shall be
excluded from the List of Named Beneficiaries.
Licensing of Intellectual Property
For the avoidance of doubt, those granted Beneficiary status under clause
4(a) are entitled to the benefits of the Intellectual Property under the
Trust, together with the rest of the Trust Property, subject to such restrictions
(including restrictions in time), as the Trustees may unanimously agree
(b) In addition, if all of the Trustees so decide they may, in their absolute discretion, grant a license in respect of the Intellectual Property to a person or association. If a license is granted, such a person or association would be known as a Licensee.
Revocation of Licenses
If all of the Trustees so decide they may revoke any license in their absolute
The Trustees shall give the Licensee one month's written notice of their
intention to revoke the license with an explanation of the reason for the
Appointment and Removal of Trustees
The Companies shall have the power by written notice to appoint a new Trustee
or new Trustees of the Trust in place of any Trustee who ceases to be a
Trustee for any reason, and likewise shall, subject to sub-clause (b) below,
have power by written notice to remove any Trustee from office and to appoint
an additional or additional Trustees.
The powers of the Companies under sub-clause (a) above shall be exercised
in such a manner that the number of Trustees of the Trust shall not be
less than nor exceed three.
Any Trustee for the time being of the Trust may retire from the office
of Trustee of the Trust, by serving on the Companies not less than one
month's notice in writing, provided that a new Trustee is simultaneously
appointed in his place.
A person shall not be appointed as a Trustee if he is mentally disordered,
bankrupt or permanently resident abroad.
Charge for Professional Duties
Trustee for the time being of the Trust being a person engaged in any profession
or business shall be entitled to charge and be paid out of the Trust Property
all usual professional or other charges for business done by him or his
firm in relation to the trusts hereof or to the administration of the Trust
provided such charges have been agreed in advance between the Trustees
and the Companies and to the extent that the Trust Property includes available
Trustees' Power to Delegate
The Trustees may delegate to any person or fluctuating body of persons (whether or not a Trustee of the Trust) or to any committee appointed by them (with power to act by majority vote) all or any of the functions, powers, duties and discretions conferred on them by thisTrust Deed as they shall think fit for the convenient administration of the Trust (including the
to sub delegate) any such delegation being on such terms and conditions
as the Trustees think fit.
Supervision of Delegates
Trustee shall not be bound to supervise any delegate or the proceedings
of any committee appointed by them nor, provided the Trustee has taken
reasonable care in appointing and supervising such delegate, be in any
way responsible for any loss incurred as a result of any such delegation
or the negligence, fraud or default of any delegate or member of any committee
so appointed or any sub-delegate and may terminate any such delegation
at any time.
decision of or exercise of a power or discretion by the Trustees shall
be invalidated or questioned on the ground that any Trustee has or had
a direct or personal interest in the result of any such decision or the
exercise of any such power or discretion, provided the Trustee makes full
written advance disclosure to the other Trustees and acts in good faith.
Trustee who is a Beneficiary
Trustee for the time being of the Trust who is or has been a Beneficiary
shall be entitled to retain for himself any benefit to which he is entitled
by reason of being a Beneficiary, subject to his Beneficiary status not
having been revoked under Clause 4(c).
Trustee for the time being of the Trust shall in the exercise or carrying
out of any of his functions, powers, duties and discretions be liable for
the consequences of any mistake whether of law or of fact or for any breach
of trust made by way of commission or omission unless such mistake or breach
is attributable to his own gross negligence or wilful default.
Every Trustee for the time being of the Trust shall be indemnified out of the Trust Property, (to the extent that the Trust Property includes available cash) against all or any costs, claims, losses, damages and expenses which he may pay or incur or which may be made against him in connection with the exercise or carrying out of any of his functions powers duties and discretions in relation to the Trust and not attributable to his own gross negligence or
bad faith. Such indemnity shall include the liability of the Trustees for
all or any of the costs, claims, losses, damages and expenses which they
may incur as a result of the act or omission of any employee, agent or
other person appointed by them for the purposes of the Trust, or to whom
any of the functions, powers, duties and discretions of the Trustees in
relation to the Trust have been delegated in accordance with their powers
in that behalf contained in this Trust Deed.
General Administrative Arrangements
Trustees shall have the power to make such arrangements (not being inconsistent
with the provisions of this Trust Deed) generally for the administration
of the Trust as they may think fit, and in particular to appoint or employ
agents and staff to transact any business of the Trust including granting
licenses in respect of the Trust Property.
Trustee may incur financial liability or any such other liability without
the unanimous consent of all the Trustees.
Amendment of Trust Deed
the unanimous consent of all of the Trustees and the Companies they may
by deed cancel, remove, amend or add to all or any of the trusts, powers
and provisions of this Trust Deed (including the parties hereto) with retrospective,
immediate or future effect provided there are no material adverse consequences
to the Beneficiaries, provided however, that amendments to any of the Schedules
hereto need not be made by deed and can be made by endorsement of the relevant
number of Trustees for any given document, as specified in Clause 1.
the Trust shall previously have been wound up, the trusts hereby declared
shall continue during the period of eighty years from the date hereof and
such further period as may then be lawful, including any period during
which the trusts of the Trust may be exempt, for whatever reason, from
the application of the rule against perpetuities (which period is hereby
declared in accordance with the provisions of section 1 of the Perpetuities
and Accumulations Act 1964 to be the perpetuity period for the purposes
of this Trust Deed).
Trust Deed shall at all times be governed by and construed in accordance
with English Law
Trust Deed is delivered on the date written at the start of this deed.
the parties as a deed.
The LETSystem Design Manual LETSystem Account Holder Agreement
- LETSystem Registration Agreement
- Frequently Asked Questions about LETS
LETSystem Terms and Conditions
LETSystem Registry Terms and Conditions
] of [ ], understand that in order to be granted Beneficiary status
under the Trust Deed establishing the LETSystem Trust, dated 3rd June 1997
("the Trust Deed") I must fulfil the following conditions (the "Conditions"):-
To use the property of the Trust (the "Trust Property") in accordance
with the values, arrangements and procedures of the Policy Statement set
out in Schedule 3 of the Trust Deed, as amended from time to time.
To use the Trust Property in accordance with the conditions of use
specified below, as amended from time to time by notice to me by the Trustees
of the Trust:
to use any trade marks or other Intellectual Property that constitute part
of the Trust Property in accordance with the rules of usage for that intellectual
property as notified by or on behalf of the Trustees from time to time;
where terms are defined in the LETSystem Design Manual (version 13 or any
later version of the document) (the "Manual"), when using such terms
in published material or in other public contexts, to do so only in accordance
with the relevant definitions in the Manual.
when engaging in or promoting the establishment or operation of LETSystems
as defined in the Manual, to comply with the development plans contained
in the Manual.
wish to be granted Beneficiary status and I agree, in consideration of
being granted that status, to fulfil the above Conditions. My application
is sponsored by the Beneficiaries whose signatures appear below and I understand
that without the support of such persons my application will not be considered.
I understand that if I breach any of the conditions the Trustees may choose
to withdraw my Beneficiary status.
are both existing Beneficiaries and support the application for Beneficiary
status of the above named individual.
separate electronic copy for this section.
LETSystem Policy Statement
Policy Statement forms a Schedule to the Trust Deed establishing the Trust.
Beneficiaries and potential Beneficiaries should be aware that the Trustees
may alter the Policy' Statement from time to time and should ensure that
this document is the one currently in force. The document in force shall
be deemed to be that Scheduled to the Trust Deed at any given time. where
terms used in this document are defined in the Trust Deed they are to be
treated as having the meanings given to them in the Trust Deed.
aim of the Trust is to facilitate the propagation of LETSystems in a manageable
to be achieved through
clarity of material and
compatibility of actions within the fundamental values and characteristics
summary, the values to be upheld by beneficiaries are:
acknowledgement - of the contribution made by others
freedom I will, freedom I won't - if you don't like it, you can always
start your own Trust etc.
respect - mind your own business - meet your obligations -lead, follow,
or get out of the way
"only connect" - relationship, communication, protocol
create community wherever possible.
Beneficiary conduct and criteria for admission
Beneficiaries have the use of Trust property subject to the conditions included in this Policy Statement. Some uses are proscribed, others allowable and recommended,
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