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Exhibit 10.24 SECOND AMENDMENT TO TRADE NAME ------------------------------ AND SERVICE XXXX LICENSE AGREEMENT ---------------------------------- This Second Amendment to Trade Name and Service Xxxx License Agreement (this "Second Amendment") is entered into as of August 7, 2000, by and between ITT Manufacturing Enterprises, Inc., a Delaware corporation, having a place of business at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx, 00000 ("Licensor"), and ITT Educational Services, Inc., a Delaware corporation having a place of business at 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxx, 00000-0000. ("Licensee") (individually a "Party" and collectively, "Parties"). RECITALS WHEREAS, pursuant to an Agreement between and among Licensor, ITT Industries, Inc., Starwood Hotels & Resorts Worldwide, Inc., and ITT Sheraton Corporation dated November 22, 1999 (the "ITT Trademark Sale Agreement"), all right, title and interest in and to the ITT Name, ITT Marks and ITT License Rights (as such terms are defined in such Sale Agreement) and the goodwill associated therewith were transferred from ITT Sheraton Corporation to Licensor; WHEREAS, ITT Sheraton Corporation and Licensee are parties to a Trade Name and Service Xxxx License Agreement dated June 3, 1998 (the "License Agreement"); and WHEREAS, ITT Sheraton Corporation and Licensee are parties to a First Amendment to Trade Name and Service Xxxx License Agreement dated February 1, 1999 ("First Amendment"). NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. DEFINITIONS A. Generally. Except as otherwise specified in this Second Amendment, --------- all capitalized terms in this Second Amendment shall have the meanings provided in the License Agreement. B. Amendment Effective Date. "Amendment Effective Date" means the date ------------------------ this Second Amendment is executed by both Parties. II. SCOPE OF LICENSE A. As of the Amendment Effective Date, Section IV.C of the License Agreement shall be amended and restated to read in its entirety as follows: "C. Markings. For all new, revised or reprinted pamphlets, catalogs, -------- and other promotional and educational materials (exclusive of television, radio and newspaper advertising and signage) used in the Business of Licensee, Licensee shall place the following notice prominently in connection with the use of the Licensed Xxxx: 'ITT is a registered xxxx of and is used under license granted by ITT Manufacturing Enterprises, Inc.'" 1 B. As of the Amendment Effective Date, Section II.E.4 of the First Amendment to the License Agreement shall be amended and restated to read in its entirety as follows: "4. Copies of all notices to Licensor under this Section II.E shall be given or delivered in a manner specified in Section XII.B hereof concurrently with the giving of such notice to Licensor at the following address: ITT Manufacturing Enterprises, Inc. 0 Xxxx Xxx Xxx Xxxx Xxxxx Xxxxxx, Xxx Xxxx 00000 Attention: General Counsel with a copy (which shall not constitute notice) to: Xxxxx Xxxxxxxxx, Esq. Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 or to such other or additional addresses as Licensor shall specify in writing. Notice to Licensor under this Section II.E shall be of no force or effect unless it and all required copies (i) are given or delivered in conformity with Section XII.B hereof, (ii) comply with all requirements of this Section II.E, and (iii) are actually received by Licensor or its successor. Notice to Licensee under this section II.E shall be effective if it is provided in accordance with Section XII.B hereof or if it is actually received by Licensee." C. As of the Amendment Effective Date, Section XII.B of the License Agreement shall be amended and restated to read in its entirety as follows: "B. Notices. All notices, demands and other communications given or ------- delivered under this Agreement shall be in writing and shall be deemed to have been given when personally delivered, mailed by first class mail, return receipt requested, or delivered by express courier service or telecopied (with hard copy to follow). Notices, demands and communications shall, unless another address is specified in writing, be sent to the address or telecopy number indicated below. Notices to Licensor: -------------------- ITT Manufacturing Enterprises, Inc. 0 Xxxx Xxx Xxx Xxxx Xxxxx Xxxxxx, Xxx Xxxx 00000 Attention: General Counsel Notices to Licensee: -------------------- ITT Educational Services, Inc. 0000 Xxxxxx Xxxxx Xxxxxxx X. Xxxxx X.X. Xxx 00000 Indianapolis, IN 46250-0466 Attention: General Counsel Telecopy: 317/594-4384 2 III. COUNTERPARTS This Second Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the date first above written. ITT MANUFACTURING ENTERPRISES, INC. ITT EDUCATIONAL SERVICES, INC. By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx --------------------------- ------------------------------ Print Name: Xxxxx Xxxxxxx Print Name: Xxxxx X. Xxxxxx ------------------- -------------------- Title: Vice President Title: Sr. Vice President --------------------- ----------------------- Date: August 7, 2000 Date: August 9, 2000 -------------------- -------------------------- 3