Common use of Caterpillar Brand Clause in Contracts

Caterpillar Brand. The Company may retain, upon the determination of the Board by Majority Consent, either Member (pursuant to the terms of the Master Terms for Purchased Services between the Company and such Member) to serve as the purchasing agent for the Company for Caterpillar Brand JV Truck Replacement Parts using such Member’s Purchasing Group in accordance with sourcing decisions made by the Sourcing Council. The systems utilized by the purchasing agent shall be configured to handle Caterpillar’s numbering or nomenclature for Caterpillar Brand JV Truck Replacement Parts. The Company may retain, upon the determination of the Board by Majority Consent, the appropriate logistics services provider (including Caterpillar) for the distribution of Caterpillar Brand JV Truck Replacement Parts. If the Company retains Caterpillar to provide distribution and other logistics services with respect to Caterpillar Brand JV Truck Replacement Parts, then, in exchange for a services fee to be paid by the Company to Caterpillar, Caterpillar or its Affiliates shall use their respective parts distribution systems and processes to sell and distribute Caterpillar Brand JV Truck Replacement Parts (including engine parts) to JV Dealers. This arrangement may, under certain circumstances, require Caterpillar to purchase certain Caterpillar Brand JV Truck Replacement Parts from the Company or a third-party supplier and resell such parts to certain JV Dealers or, alternatively, to sell to certain JV Dealers Caterpillar’s own inventory of Caterpillar Brand replacement parts for Medium Duty Trucks and Heavy Duty Trucks. The profits from such sales, less the aforementioned services fee for Caterpillar’s services, shall be for the account of the Company. Caterpillar shall determine its JV Truck Replacement Parts brand strategy and numbering requirements. All Caterpillar Brand JV Truck Replacement Parts shall have Caterpillar part numbering nomenclature and be packaged in a Caterpillar container per Caterpillar guidelines, unless otherwise approved by Caterpillar, and any JV Dealer that distributes Caterpillar Brand parts shall abide by Caterpillar Brand guidelines as set forth by Caterpillar from time to time.