Service Xxxx License Agreement
SERVICE XXXX LICENSE AGREEMENT, dated as of February 1, 1997 among each of
Xxxxxxx, Xxxxxxx & Xxxxx, Inc. ("Xxxxxxx"), American Association of Retired
Persons ("AARP"), on the one hand, and AARP Managed Investment Portfolios Trust
(the "Trust"), on the other hand.
W I T N E S S E T H :
WHEREAS, Xxxxxxx and AARP Financial Services Corp., a wholly-owned
subsidiary corporation of AARP, are general partners of AARP/Xxxxxxx Financial
Services Company (the "Partnership"), pursuant to a partnership agreement, dated
as of October 9, 1984 (the "Partnership Agreement");
WHEREAS, Xxxxxxx, AARP and the Partnership have entered into an investment
company service agreement, dated as of October 9, 1984 (the "Investment Company
Service Agreement");
WHEREAS, Xxxxxxx and the Trust have entered into an Investment Management
Agreement dated as of February 1, 1997 (the "Management Agreement");
WHEREAS, Xxxxxxx has assigned all of its right, title and interest in the
"Xxxxxxx" and "Xxxxxxx, Xxxxxxx & Xxxxx" names and marks (hereinafter being
referred to both individually and collectively as the "Xxxxxxx Marks"), to
Xxxxxxx Trust Company ("STC"), a subsidiary of Xxxxxxx, which are now being used
in connection with a wide variety of investment management and advisory services
performed by Xxxxxxx and with investment company activities conducted by
investment companies advised and managed by Xxxxxxx;
WHEREAS, STC has granted an exclusive license to Xxxxxxx to use and
sublicense the Xxxxxxx Marks;
WHEREAS, AARP is the owner of various service marks including but not
limited to "The American Association of Retired Persons" and "AARP" (hereinafter
being referred to both individually and collectively as the "AARP Marks"), which
are now being used in connection with a wide variety of services sponsored by
AARP and offered by AARP to its membership;
WHEREAS, the Trust wishes to use the Xxxxxxx Marks and AARP Marks in
connection with its business as an investment company in connection with various
financial services and financial products (the "Business") throughout the United
States of America (the "Territory"), and is willing to comply with Xxxxxxx'x and
AARP's quality standards and other conditions hereinafter set forth;
WHEREAS, Xxxxxxx and AARP are respectively willing to grant to the Trust
the non-exclusive right to use the Xxxxxxx Marks and AARP Marks upon the terms
and conditions hereinafter set forth; and
WHEREAS, Xxxxxxx, AARP, AARP Cash Investment Funds, AARP Growth Trust, AARP
Income Trust and AARP Tax Free Income Trust have entered into a similar Service
Xxxx License Agreement dated as of March 20, 1996.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and conditions contained herein, it is agreed as follows:
ARTICLE I
Subject to the conditions herein set forth, each of Xxxxxxx and AARP hereby
grants to the Trust a royalty-free, non-exclusive and non-transferable license
to use, respectively, the Xxxxxxx Marks and AARP Marks as service marks in
connection with the Business in the Territory. In the case of the Xxxxxxx Marks,
the license granted herein is a sublicense as permitted by STC. The licenses
granted hereby do not include the right to sub-license.
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ARTICLE II
The Trust acknowledges the exclusive right of Xxxxxxx as exclusive
licensee, and the exclusive ownership by STC and AARP, of the Xxxxxxx Marks and
AARP Marks, respectively, and the validity of the Xxxxxxx Marks and AARP Marks
and of any registrations obtained respectively by Xxxxxxx or AARP therefor. The
Trust agrees that it will never contest, either directly or indirectly, the
exclusive rights of Xxxxxxx as exclusive licensee, and exclusive ownership by
STC and AARP, of the Xxxxxxx Marks or AARP Marks. To the extent, if any, that
any rights to the Xxxxxxx Marks or AARP Marks might otherwise be deemed to
accrue to the Trust by operation of law by virtue of the Trust's use of the
Xxxxxxx Marks or AARP Marks while this license shall be in effect (or for any
other reason), it is hereby agreed that all such rights will revert respectively
to STC and AARP on termination of this Agreement. The Trust agrees that it will
not use or encourage its representatives, agents or shareholders to use any word
or symbol confusingly similar to the Xxxxxxx Marks or AARP Marks or make use of
the Xxxxxxx Marks or AARP Marks other than in accordance with the provisions of
this Agreement. The Trust acknowledges that it has no rights in the Xxxxxxx
Marks or AARP Marks or any goodwill associated therewith, other than those set
forth herein. All uses to be made by the Trust of the Xxxxxxx Marks and AARP
Marks in the Territory shall inure to the benefit of STC and AARP, respectively.
ARTICLE III
All rights granted to the Trust under this Agreement are subject to the
condition that each of Xxxxxxx and AARP be reasonably satisfied at all times
that the Trust is conforming to high standards of ethics, prudence and integrity
in the operation of its business as an investment company and to such other
reasonable standards and specifications as may be set by Xxxxxxx and AARP, with
respect to the Xxxxxxx Marks and AARP Marks, respectively, and communicated to
the Trust from time to time.
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ARTICLE IV
The Trust shall use the Xxxxxxx Marks and AARP Marks only in accordance
with recognized good service xxxx and trademark practice and shall not use them
in such a manner as to affect adversely the validity of the registrations or
applications for registration of the Xxxxxxx Marks or AARP Marks, as the case
may be, or the exclusive rights of Xxxxxxx as exclusive licensee, or exclusive
ownership by STC and AARP thereof or so as to depreciate the goodwill attached
thereto. The Trust agrees that it shall at its expense include notices of the
rights of STC and AARP, respectively, to the Xxxxxxx Marks or AARP Marks or any
other information or notices that may be required by law or by Xxxxxxx or AARP
on any document or other item bearing any of the Xxxxxxx Marks or AARP Marks
over which the Trust has control. The Trust agrees at its expense to take all
measures which Xxxxxxx or AARP may require to avoid any confusion of the Xxxxxxx
Marks or AARP Marks with any other trademarks or service marks owned or used by
the Trust.
The Trust shall submit to Xxxxxxx and AARP, respectively, upon their
written request, free of charge, and in the manner specified by them,
representative samples of any agreements, stationery, forms, advertisements,
brochures, documents or any other items of any nature whatsoever which bear any
of the Xxxxxxx Marks or AARP Marks and which are used by the Trust.
ARTICLE V
The Trust shall promptly notify Xxxxxxx or AARP, as the case may be, of any
charge of service or trademark infringement, unfair trade competition or service
or trademark dilution made against the Trust or its representatives as the
result of the use respectively of the Xxxxxxx Marks or AARP Marks licensed
herein, and Xxxxxxx or AARP, as the case may be, will assume the defense and
expense of proceedings pursuant to any such charge. The Trust agrees to
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cooperate with Xxxxxxx and AARP in any such proceedings, including without
limitation, allowing Xxxxxxx or AARP, as the case may be, to carry on litigation
in the Trust's name on behalf of Xxxxxxx or AARP, as the case may be.
ARTICLE VI
Each of Xxxxxxx and AARP may assign its respective rights and obligations
under this Agreement with respect to any or all of the Xxxxxxx Marks or AARP
Marks to any party to which it assigns, respectively, any of its rights in the
Xxxxxxx Marks or AARP Marks. The Trust shall not assign any of its respective
rights or obligations under this Agreement, and any attempt to assign shall be
void.
ARTICLE VII
This Agreement shall terminate upon the termination of any of the
Management Agreements, the Partnership Agreement or the Investment Company
Service Agreement, or if STC terminates Xxxxxxx'x license to the Xxxxxxx Marks.
The Trust, within 60 days after receipt of notice of any such termination,
unless otherwise agreed to by Xxxxxxx as to the Xxxxxxx Marks or by AARP as to
the AARP Marks, shall cease making any further use of any of the Xxxxxxx Marks
or AARP Marks or any xxxx confusingly similar thereto and shall, at its expense,
delete the Xxxxxxx Marks and AARP Marks from all media, including forms,
advertisements, stationery, brochures and documents, in which they appear,
within such 60 day period.
ARTICLE VIII
Neither of Xxxxxxx or AARP makes any warranties in connection with the
Xxxxxxx Marks or AARP Marks. Each of Xxxxxxx and AARP in its sole discretion may
cease its use of, and terminate its rights to, one or more of, respectively, the
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Xxxxxxx Marks or AARP Marks without penalty, and each of Xxxxxxx and AARP agree
to promptly notify the Trust of its respective intention to do so. Each of
Xxxxxxx and AARP in its sole discretion may adopt new service marks.
ARTICLE IX
This Agreement shall be governed by the laws of the State of New York. The
parties hereto agree that all matters of dispute that are to be settled by
litigation, negotiation or arbitration at any time by reason of the terms of
this Agreement shall be negotiated, tried, litigated, conducted and/or
arbitrated, as the case may be, in New York, New York.
ARTICLE X
This instrument shall constitute the entire agreement between the parties
with respect to the use of the Xxxxxxx Marks and AARP Marks. Modifications of
this Agreement may be effected only by a written instrument signed by all
parties.
IN WITNESS WHEREOF, Xxxxxxx, AARP and the Trust have caused this Agreement
to be executed by their duly authorized officers or representatives.
XXXXXXX, XXXXXXX & XXXXX, INC.
By______________________________
Title: Managing Director
AMERICAN ASSOCIATION OF RETIRED PERSONS
By______________________________
Title: Xxxxxx X. Xxxxx
Executive Director
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AARP MANAGED INVESTMENT PORTFOLIOS
TRUST
By____________________________
Title: President
