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EXHIBIT 10.8
NON-EXCLUSIVE LICENSE AGREEMENT
This Non-Exclusive License Agreement ("Agreement") is entered into as
of May 1, 1999, by and between Enron Corp., a corporation organization and
existing under the laws of the State of Oregon with its headquarters at 0000
Xxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 ("Licensor"), and Azurix Corp., a
corporation organized and existing under the laws of the State of Delaware with
its headquarters at 0000 Xxxxx, Xxxxxxx, Xxxxx 00000, on behalf of itself and
its subsidiaries, whether existing now or in the future (collectively referred
to as "Licensee").
WHEREAS, Licensor is the owner of the name and Xxxx "Enron" and its
Fanciful E Logo, as well as goodwill and business interest associated with such
name and Xxxx; and
WHEREAS, Licensee is desirous of using the Enron name and the Fanciful
E Logo in association with the name of Licensee in accordance with the terms
and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
Licensor and Licensee agree as follows:
1. Except as otherwise provided herein, Licensor hereby grants to
Licensee, and Licensee accepts, a non- exclusive, non-transferable,
royalty-free and worldwide right and license to use, in connection with
Licensee's name, logo and Web page(s), the Identifying Phrase "an Enron
company" (referred to herein as "the Identifying Phrase") and the Fanciful E
Logo for purposes of identifying Azurix as part of Enron's enterprise.
Licensee's use of such Identifying Phrase and the aforementioned Marks shall be
pursuant to the terms and conditions of this Agreement.
2. Notwithstanding anything to the contrary provided herein,
Licensee agrees that it shall not use the Identifying Phrase or the Fanciful E
Logo, or any terms confusingly similar thereto, in connection with any business
other than the water business as described in Exhibit 1 hereto.
3. Licensee shall use the Identifying Phrase only as authorized
herein by Licensor and in accordance with such standards of quality as Licensor
may establish. Licensor shall at all times remain the owner of the name and
Xxxx "Enron" and the Fanciful E Logo, and any variation or use of same;
Licensee shall obtain no right, title or interest in and to the name and Xxxx
"Enron" or the Fanciful E Logo, or any other word, words, terms, designs, names
or marks which contains that name or Xxxx or is confusingly similar thereto
other than the non-exclusive license granted herein.
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4. The term of this Agreement shall be one year from the date of
this Agreement. The non-exclusive license granted herein shall be renewed and
extended automatically and repetitively for similar terms unless otherwise
terminated in accordance with the provisions set forth herein.
5. This Agreement and the non-exclusive license granted herein
shall terminate as follows:
(a) This Agreement and the non-exclusive license granted herein
may be terminated by Licensor at any time for Cause, which is defined
as a material breach of this Agreement or the use of the Identifying
Phrase or the Fanciful E Logo in ways or circumstances detrimental to
Licensor, by the giving of a written notice of breach or detrimental
use to the defaulting party, and, if such breach or detrimental use is
not cured within thirty (30) days. Thereafter this Agreement and the
non-exclusive license granted herein shall terminate.
(b) This Agreement and the non-exclusive license granted herein may
be terminated by Licensor for any reason if both of the following
conditions have occurred:
(i) Licensor and affiliates of Licensor do not
individually or collectively, directly or indirectly,
own or have the power to vote at least one-third of
the capital stock of Licensee having ordinary voting
power for the election of directors, and
(ii) Fewer than one-third of the directors of Licensee are
persons who are employees, officers or directors of
Licensor or of any affiliate of Licensor.
(c) This Agreement and the non-exclusive license granted herein may
be terminated by Licensor or by Licensee as of any date on at least 90
days written notice.
6. Upon termination of this Agreement and the non-exclusive
license granted herein, Licensee shall immediately cease all use of the
Identifying Phrase and the Fanciful E Logo, and phase out the then-existing
supply of stationery or supplies containing the Identifying Phrase or the
Fanciful E Logo promptly (if termination is under "5(a)" or "5(b)" above, or as
promptly thereafter as reasonable if termination is pursuant to "5(c)" above.
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7. The relationship of Licensor and Licensee pursuant to this
Agreement shall be that of independent contractors. Licensor shall not by
virtue of this Agreement control or have the right to control the methods and
means by which Licensee offers its goods or services in association with the
use of the Identifying Phrase or the Fanciful E Logo although Licensor shall
have the right to require that the use of the Identifying Phrase or the
Fanciful E Logo be in conformance with this License Agreement.
8. The non-exclusive license granted by Licensor to Licensee is
personal to Licensee and may not be assigned, sub-licensed or transferred by
Licensee in any manner. To the extent that Licensee has subsidiary
corporations that utilize the Identifying Phrase or the Fanciful E Logo,
Licensee shall cause each such subsidiary corporation to be bound by and abide
by this Agreement.
9. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and
merges all prior discussions, representations and negotiations with respect to
the subject matter hereof.
10. This Agreement shall be interpreted, construed and enforced
pursuant to the laws of the State of Texas.
IN WITNESS WHEREOF, Licensor and Licensee, appearing through their
duly authorized representatives, have executed this instrument to be effective
as of the date first set forth above.
ENRON CORP.
By:
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Name: Xxxxxxx XxXxxxx
Title: Senior Vice President
Finance and Treasurer
AZURIX CORP.
By:
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Name:
Title:
