Exhibit 10.4
AMENDMENT TO JUNE 4, 2001
BRAND LICENSE AGREEMENT
BETWEEN AT&T CORP. AND AT&T WIRELESS SERVICES, INC.
The June 4, 2001 Brand License Agreement between AT&T Corp. ("Licensor")
and AT&T Wireless Services, Inc. ("Licensee") (the "Agreement") is hereby
amended as follows:
1. Sections 10.2 and 10.3 of the Agreement are deleted in their
entireties.
2. Section 10.2 shall now read as follows:
10.2 Modification of Licensed Marks.
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10.2 (a) Except as provided in subsection 10.2(b) below, in the event
Licensor modifies or replaces any of the Licensed Marks as they are used
substantially throughout Licensor's business, and if Licensor requests Licensee
to adopt and use any such modified or replaced Licensed Marks, Licensee will
adopt and use such modified or replaced Licensed Marks and, in such event, such
modified or replaced Licensed Marks shall be considered the Licensed Marks
contemplated by this Agreement; provided that in such event, Licensee shall be
granted a 180-day period during which to phase-out its use of the superseded
forms of the Licensed Marks, as applicable, and during such 180-day period
Licensee shall have the right to use its existing inventory of Marketing
Materials bearing the superseded forms of the Licensed Marks, as applicable.
10.2 (b). Licensee Retained Rights. Notwithstanding Section 10.2(a) above,
nothing in this Section 10.2 shall require Licensee to adopt replacements or
modifications to the Specified Master Marks (e.g. AT&T and the Globe Design) (as
defined below), the Licensee Specific Marks or the Schedule 16 Domain Names
(collectively the "Subject Marks") that add or delete any letters or words to
the Subject Marks. To the extent Licensor, any entity that controls Licensor, or
its successors or assigns makes such alterations to the Subject Marks, the
Licensor shall continue to license the Subject Marks to Licensee as they existed
prior to the alterations in accordance with the other provisions of this
Agreement. For purposes of clarity, modifications other than those described in
the preceding sentences, which alter the appearance, style, graphics or
presentation of a Specified Master Xxxx or a Licensee Specific Xxxx are
permitted modifications subject to Section 10.2(a). With respect to Licensed
Master Xxxx symbols (e.g. the Globe Design), nothing in Section 10.2(a) shall
require Licensee to replace, substitute or delete such symbol or to add new
standalone symbols or symbols associated with any third party (and Licensee can
continue to use the Licensed Master Xxxx symbols without modification);
provided, however, modifications to
the Globe Design which alter the appearance, style, graphics or presentation of
that Licensed Master Xxxx are permitted modifications subject to Section
10.2(a). Addition of a new feature to the globe, other than a feature associated
with a third party, shall be deemed a permitted modification subject to Section
10.2(a). In addition, Licensor shall not require the addition of symbols to
Licensee Specific Marks. Specified Master Marks include the following Licensed
Master Marks: AT&T, AT&T's fanciful representation of a globe design (the "Globe
Design"), AT&T and Globe Design composite xxxx; and AT&T Trade Dress.
3. Section 10.3 shall now read as follows:
10.3. Intentionally Left Blank.
The remainder of the Agreement shall remain in full force and effect.
AT&T CORP.
By
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Name:
Title:
Date:
AT&T WIRELESS SERVICES, INC.
By
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Name:
Title:
Date: May 21, 2003
