LICENSE AGREEMENT
This License Agreement ("License") is entered into as of this 11th day of
December, 1997 by and between Dresdner RCM Global Investors LLC, a Delaware
limited liability company ("Licensor") and RCM Capital Funds, Inc., a Maryland
corporation ("Licensee").
RECITALS
WHEREAS, Licensor desires to license the xxxx XXXXXXXX RCM (the "Xxxx") to
Licensee, and Licensee desires to receive a license of the Xxxx, in its name and
business operations ("Business").
WHEREAS, Licensee is registered with the Securities and Exchange Commission
as an open-end management investment company.
WHEREAS, Licensee, pursuant to a License Agreement between Licensee and
Licensor ("Prior License") granted to Licensee a license to use the phrase "RCM"
in its name and business operations.
WHEREAS, Licensee now desires to use the Xxxx in connection with said
Business.
WHEREAS, Licensor is willing to grant such right on the terms and
conditions hereinafter provided.
WHEREAS, in connection with granting a license in the Xxxx pursuant to this
Agreement, Licensee and Licensor desire to terminate the Prior License.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth, and for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Licensor and Licensee agree as follows:
1. GRANT OF LICENSE.
x. Xxxxxxxx RCM hereby grants to Licensee a non-transferable,
non-exclusive, royalty-free license to use the Xxxx in connection
with its Business.
b. Licensor will take, at Licensor's expense, all steps necessary to
maintain registration of the Xxxx.
c. Licensee will provide all reasonable assistance to Licensor in
maintaining registration of the Xxxx.
2. RESTRICTIONS ON USE.
a. Licensee will use the Xxxx only in connection with its Business.
Licensee will not use the Xxxx for any other purpose, and all
rights to use the Xxxx other than for the purpose as set forth
herein will remain with Licensor.
b. Licensee acknowledges that Licensee will not acquire any
proprietary interest whatsoever in the Xxxx by virtue of this
License. Licensee's right to use the Xxxx is derived solely from
this License and is subject to the terms, conditions, and
limitations set forth herein. Any unauthorized use of the Xxxx by
Licensee will
constitute an infringement of the rights of Licensor in and to
the Xxxx. Licensor makes no warranty that Licensee's use of the
Xxxx will not infringe third-party rights.
c. Licensee acknowledges further that this License does not confer
any goodwill or other interests in the Xxxx upon Licensee, and
that any goodwill associated with Licensee's use of the Xxxx will
inure to the exclusive benefit of Licensor.
3. QUALITY STANDARDS.
a. Advertising, promotional, and other related uses of the Xxxx by
Licensee shall conform to standards set by and be under the
control of Licensor and shall be in compliance with all
applicable Federal, State, non-United States, and local laws,
rules and regulations. Licensee shall assist Licensor to
ascertain Licensee's compliance with Section 3(a) by permitting
Licensor to ascertain to review from time to time that the
applicable standard of quality is being satisfied by Licensee.
Licensee shall supply Licensor with specimens of all uses of the
Xxxx upon request. Licensee agrees that the ultimate
determination of quality standards and compliance by Licensee
with such standards is made by Licensor in its sole discretion.
b. Licensee at all times shall use its best efforts to ensure that
its actions preserve and enhance the value of the Xxxx. If
Licensee learns of any unauthorized use of the Xxxx, or any
confusingly similar variation thereof, by a third party, it
agrees to notify Licensor promptly of such unauthorized use.
4. TERM; TERMINATION.
a. The term of this License (the "Term") will commence on the date
first set forth above and will continue indefinitely thereafter
until terminated in accordance with the terms of this License.
b. Any party to this agreement may terminate this License without
cause or liability upon the giving of written notice to the other
party.
c. Upon termination of this License, Licensee will immediately
discontinue all use of the Xxxx and any term confusingly similar
thereto, including, but not limited to, deleting the Xxxx and any
term confusingly similar thereto from its corporate or business
name and destroying all printed materials bearing the Xxxx and
any term confusingly similar thereto.
5. GENERAL.
a. NOTICES. Any notice or other communication required under this
License shall be sufficiently given if sent by facsimile, hand
delivery, or certified mail, postage prepaid, and addressed to
such person(s) at such addresses as shall be provided from time o
time for that purpose.
b. PRIOR LICENSE; INTEGRATED WRITING. Each of the Parties hereto
agree that effective as of the date hereof, the Prior License is
terminated and is no longer in force or effect. This License
constitutes the whole and only existing and binding agreement
among the parties on the subject matter hereof, superseding all
prior understandings, whether written or oral, including, but not
limited to, the Prior License. Other than the representations
expressly stated as such in this License, there are no
warranties, promises, or representations of any kind, express or
implied, upon which any party has relied in entering into the
License, or as to the future relations or dealings of the
parties.
c. AMENDMENTS. This License may be modified or amended only by a
writing signed by the Party against whom modification is sought.
d. GOVERNING LAW. This License will be governed by the laws of the
State of California applicable to contracts made and wholly
performed in California, other than the governing conflicts of
law. Any dispute arising hereunder will be adjudicated
exclusively in the courts of the State of California, with venue
in San Francisco County, or in the United States District Court
for the Northern District of California.
e. SEVERABILITY. Invalidation of any of the provisions contained
herein, or the application of such invalidation thereof to any
person, by legislation, judgment, or court order shall in no way
affect any of the other provisions hereof or the application
thereof to any other person, and the same shall remain in full
force and effect, unless enforcement as so modified would be
unreasonable or inequitable under all the circumstances, would
constitute a failure of consideration, or would frustrate the
purposes hereof.
f. NO WAIVER. The waiver by any party hereto of any right,
privilege, covenant, or condition hereunder will not operate as
or indicate a continuing waiver of the same or any other right,
privilege, covenant, or condition hereunder.
g. AUTHORITY. Each individual executing this License on behalf of an
entity represents and warrants that he or she is a duly
authorized representative of that entity with full power and
authority to bind the entity to each term and condition hereof.
h. FURTHER ACTS. Each party hereto will cooperate and use its best
efforts to take all actions necessary to effectuate all terms and
conditions of this License.
i. EXECUTION IN COUNTERPART. This License may be executed in
counterparts, each of which, when executed and delivered, shall
be an original, and taken together will constitute one and the
same agreement.
j. SUCCESSORS. This License shall inure to the benefit of and be
binding upon the parties hereto and their respective successors
and permitted assigns.
k. HEADINGS. Article, Section, and Subsection headings contained in
this License are inserted for convenience or reference only, will
not be deemed to be a part of this License for any purpose, and
will not in any way define or affect the meaning, construction,
or scope or any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this License to be
executed by duly authorized officers and representatives as of the date first
written above.
DRESDNER RCM GLOBAL INVESTORS LLC RCM CAPITAL FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Attest: /s/ Xxxxxx X. Xxxxxxxxx Attest: /s/ Xxxxx Xxxxxxx-Xxxx
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