TRADEMARK LICENSE AND USE AGREEMENT

Exhibit 10.5

This Trademark License and Use Agreement (“Agreement”) is made and effective as of September [•], 2023 by and between XXX Xxxxxxxxxxx, a Maryland corporation, having a principal place of business at 000 Xxxxxx Xxxxxx XX, Xxxxxxx, Xxxxxxx 00000 (“NCR”), and NCR Atleos, LLC, a Delaware limited liability company, to be converted to a Maryland corporation [and renamed [•]] prior to the Distribution Date (defined below), having a principal place of business at 000 Xxxxxx Xxxxxx XX, Xxxxxxx, Xxxxxxx 00000 [name and address to be updated if/as changed prior to the Effective Date] (“ATMCo”)]. (NCR and ATMCo may be referred to hereinafter collectively as the “Parties” and individually as a “Party”.)

RECITALS

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated [•], 2023 designed to enable the Parties to separate from one another and carry out their respective businesses (“SDA”);

WHEREAS, NCR and the other members of the NCR Group (defined below) previously granted to Cardtronics USA, Inc. (“Cardtronics”) and other members of the ATMCo Group (defined below), including ATMCo, a license to use certain trademarks and service marks pursuant to that certain Intellectual Property Assignment and License Agreement by and between NCR and Cardtronics having an effective date as of [•] (“Prior Mark License”);

WHEREAS, around the same time as the execution of this Agreement, the Parties have entered into that certain Patent and Technology Cross-License Agreement (“PTCLA”), with the PTCLA being deemed to be effective prior to execution of this Agreement, and the PTCLA terminates the Prior Mark License;

WHEREAS, NCR is the owner of the Licensed Marks (defined below);

WHEREAS, NCR wishes to grant to ATMCo (and its Affiliates), and ATMCo wishes to obtain, a license (for it and its Affiliates) to use the Licensed Marks in accordance with and subject to the terms and conditions set forth herein;

WHEREAS, the Parties wish to clarify the use of the Licensed Marks by them as a result of this Agreement; and

WHEREAS, this Agreement constitutes the Trademark License Agreement referred to in the SDA.

NOW, THEREFORE, in consideration for the promises and covenants forth in this Agreement, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group, including by reason of having common stockholders or one or more directors in common. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or other interests, by contract or otherwise, where other tenses of “control” have the corresponding meaning.

“ATMCo Business” means the business, activities and operations of NCR or any of its Affiliates (such Affiliates measured as of immediately prior to the Distribution and including the members of the ATMCo Group and the members of the NCR Group) in or with respect to the self-service banking, payments & network, and telecommunications and technology businesses, in each case as more fully described in the Registration Statement and/or reflected in the financial statements included therein (including, for the avoidance of doubt, the business, activities and operations of Cardtronics and Moon Inc. described and/or reflected in the financial statements included therein), as conducted at any time prior to the Distribution by them or any of their current or former Affiliates, subsidiaries, divisions or businesses; provided that the ATMCo Business shall not include (1) the business, activities and operations of NCR or any of its Affiliates (including the members of the ATMCo Group and the members of the NCR Group) in or with respect to the retail, hospitality and digital banking businesses, in each case as more fully described in NCR’s Form 10-K filed with the SEC on February 27, 2023 and/or reflected in the financial statements for the reportable segments of the same names included therein, or (2) the merchant acquiring services in the retail, hospitality and other industries described as being part of NCR’s payments & network segment therein and/or reflected in the financial statements for such segment therein, in each case as conducted at any time prior to the Distribution by them or any of their current or former Affiliates, subsidiaries, divisions or businesses.

“ATMCo Common Stock” means all of the issued and outstanding shares of common stock of ATMCo, $0.01 par value per share.

“ATMCo Excluded Fields” has the meaning set forth in Schedule 1 (which Schedule is incorporated herein by reference).

“XXXXx Xxxxxx” means the fields in which products (including software products) and services (“Solutions”) made, used, marketed, offered for sale or license, sold or licensed, imported, exported, distributed or otherwise disposed of as of the Effective Date by or for ATMCo or any of its Affiliates as of the Effective Date in or for the ATMCo Business as of the Effective Date and the Natural Evolutions of any of the foregoing.

“ATMCo Group” means ATMCo and each Person that is a Subsidiary of ATMCo as of immediately prior to the Distribution, and each Person that becomes a Subsidiary of ATMCo after the Distribution.

“ATMCo Partial Company Name” means Atleos (or a modification thereof or other name, in either case, approved in advance in writing by NCR (such approval not to be unreasonably withheld)).

“Business Day” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in New York, New York.

“Distribution” means the distribution by NCR to the holders of all of the issued and outstanding shares of NCR Common Stock as of the close of business on the Record Date, on a pro rata basis, of all of the issued and outstanding shares of ATMCo Common Stock.

“Distribution Date” means [•], 2023.

“Effective Date” means the time on the Distribution Date immediately following the Distribution.

“Electronic Addresses” means Internet domain names, social media addresses and other similar or successor electronic addresses (whether now known or hereafter devised).

“Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the NYSE and any similar self-regulatory body under applicable securities Laws.

“Group” means (a) with respect to NCR, NCR and its Affiliates, and (b) with respect to ATMCo, ATMCo and its Affiliates.

“House Mark” means “NCR”.

“Improvements” means any modifications, improvements, enhancements or derivatives (including derivative works).

“Indemnifiable Loss” means any and all damages, losses, deficiencies, liabilities (including with respect to infringement, dilution, misuse, or other violation of Marks), obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs, and expenses (including reasonable costs and expenses of any and all Proceedings and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

“Indemnifying Party” means ATMCo, for any indemnification obligation arising under Section 8.1, and NCR, for any indemnification obligation arising under Section 8.2.

“Information Statement” means the information statement of ATMCo, included as Exhibit 99.1 to the Registration Statement, including any amendments or supplements thereto.

“Law” means any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by a Governmental Authority.

“License” means the licenses (and the associated rights) granted with respect to the Licensed Marks in Section 2.1.

“Licensed Marks” means the House Mark and the Shared Product Marks.

“Marks” means, on a worldwide basis, trademarks, service marks and similar source identifiers (whether registered or unregistered).

“Natural Evolution” means the natural or reasonably expected growth, changes (including Improvements) or evolution of a Solution or the ATMCo Business over time, including with respect to and in light of technology, Solutions, and markets. Notwithstanding the preceding sentence, Natural Evolutions shall not include Solutions or any business (including any Natural Evolution of the ATMCo Business) in or for the ATMCo Excluded Fields.

“NCR Business” means (1) the business, activities and operations of NCR or any of its Affiliates (such Affiliates measured as of immediately prior to the Distribution and including the members of the ATMCo Group and the members of the NCR Group) in or with respect to the retail, hospitality and digital banking businesses, in each case as more fully described in NCR’s Form 10-K filed with the SEC on February 27, 2023 and/or reflected in the financial statements for the reportable segments of the same names included therein, and (2) the merchant acquiring services in the retail, hospitality and other industries described as being part of NCR’s payments & network segment therein and/or reflected in the financial statements for such segment therein, in each case as conducted at any time prior to the Distribution by them or any of their current or former Affiliates, subsidiaries, divisions or businesses.

“NCR Common Stock” means all of the issued and outstanding shares of common stock of NCR, par value $0.01 per share.

“NCR Group” means (i) NCR and each of its Subsidiaries immediately following the Distribution, and (ii) each Person that becomes a Subsidiary of NCR after the Distribution, in each case, other than the members of the ATMCo Group.

“NCR Partial Company Name” means Voyix (or a modification thereof or other name, in either case, that is not or does not use or include the ATMCo Partial Company Name) or a name that is confusingly similar to the ATMCo Partial Company Name.

“NYSE” means the New York Stock Exchange.

“Person” means any natural person, corporation, general or limited partnership, limited liability company or partnership, joint stock company, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

“Proceeding” means any claim, charge, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, subpoena, proceeding, or investigation of any kind by or before any court, grand jury, Governmental Authority or any arbitration or mediation tribunal or authority.

“Prohibited ATMCo Business” means the NCR Business and the activities set forth in Schedule 1.

“Prohibited NCR Business” means the ATMCo Business and the activities set forth in Schedule 1.

“Record Date” means [•], 2023.

“Registration Statement” means the Registration Statement on Form 10 of ATMCo (which includes the Information Statement) relating to the registration under the Exchange Act of ATMCo Common Stock, including all amendments or supplements thereto.

“Shared Product Marks” means the Marks set forth in Schedule 3 (which Schedule is incorporated herein by reference).

“Subsidiary” means with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity or otherwise has control over such entity (e.g., as the managing partner of a partnership).

“Third Party” means any Person other than the Parties or any members of their respective Groups.

Each of the above defined terms (as well as the other terms defined herein), while defined in the singular or plural (as the case may be), may also be used herein in the plural or the singular, respectively, to mean the plural or the singular of the defined term, and different tenses of these terms shall have the corresponding meaning as those terms. The use of “include”, “including” or other tenses of those terms means respectively “include, without limitation,”, “including, without limitation” and with respect to other tenses as if “, without limitation,” immediately follows such other tenses.

ARTICLE II

LICENSE

2.1 License. Subject to the terms and conditions of this Agreement, NCR on behalf of itself and its Affiliates who own any of the Licensed Marks hereby grants (and to the extent NCR does not have the right or authority to do so on behalf of such one or more of its Affiliates, it will ensure each such Affiliate grants) to ATMCo and each of its Affiliates (but only during the period in which such Affiliate is an Affiliate of ATMCo):

(a) a personal, exclusive (except as otherwise provided in or by this Agreement, including this Section 2.1(a)), non-transferrable (except as provided in Section 13.4), non-sublicensable (except as provided in Section 2.2), perpetual, irrevocable (except as provided in Section 10.1), fully paid-up (including without any obligation to pay any royalties or other compensation), worldwide license to use, in or for the XXXXx Xxxxxx, the House Mark with (i) the ATMCo Partial Company Name, and (ii) the Marks with the respective Solutions solely as set forth in Schedule 2 (which schedule is incorporated herein by reference) and the Natural Evolutions of such Solutions, provided the Natural Evolutions of such Solutions are Improvements to such Solutions. Notwithstanding the preceding sentence and for further clarity, (A) such license does not extend to use of the House Mark in the ATMCo Excluded Fields, and (B) such license shall only be exclusive with respect to or in the XXXXx Xxxxxx as of the Effective Date (which for further clarity shall not apply to any Natural Evolutions thereof), except as otherwise specified in Schedule 2.

(b) a personal, non-exclusive, non-transferrable (except as provided in Section 13.4), non-sublicensable (except as provided in Section 2.2), perpetual, irrevocable (except as provided in Section 10.1), fully paid-up (including without any obligation to pay any royalties or other compensation), worldwide license to use, in and for the XXXXx Xxxxxx, the Shared Product Marks with the respective Solutions solely as set forth in Schedule 3 and the Natural Evolutions of such Solutions, provided the Natural Evolutions of such Solutions are Improvements to such Solution.

Subject to Section 4.3, the License shall include a right to use the Licensed Marks in an Electronic Address.

Notwithstanding anything to the contrary herein, for a period of three (3) years immediately following the Effective Date, the License shall not apply to, or provide any rights with respect to, use of any of the Licensed Marks in or for the Prohibited NCR Business (including with respect to any Solutions or Natural Evolutions thereof). For further clarity, this paragraph shall no longer apply after such period of three (3) years.

2.2 Sublicensing. ATMCo and its Affiliates (for further clarity, for the period in which they are licensed) shall have the right to sublicense the License to:

(a) the customers of ATMCo or any of such Affiliates for such customers to use the Licensed Marks in conjunction with the corresponding Solutions provided by or for ATMCo or any of such Affiliates to such customers for such customers to use such Licensed Marks in conjunction with such Solutions in a manner which is pre-approved by ATMCo in writing (which may be provided pursuant to the agreement specified in the last paragraph of this Section 2.2) to properly designate the source of origin of such Solutions in a manner which supports ATMCo’s and its Affiliates’ businesses; and

(b) any Persons operating on behalf of and for ATMCo or any of its Affiliates (including any of its developers, manufacturers, distributors or resellers) to use the Licensed Marks in conjunction with the corresponding Solutions provided by or for ATMCo or any of such Affiliates, to the extent such Person is operating on behalf of and for it with respect to such Solutions in a manner pre-approved by ATMCo in writing (which may be pursuant to the agreement specified in the last paragraph of this Section 2.2) to properly designate the source of origin of such Solutions in support of ATMCo’s and its Affiliates’ businesses.

Notwithstanding anything to the contrary herein, each sublicense of any of the Licensed Marks to a sublicensee under the License may only be granted and effective by means of a written agreement between ATMCo or such Affiliate and a sublicensee having terms and conditions consistent with this Agreement applicable to such sublicense, including the obligations specified in Articles III and IV. NCR shall be deemed a third party beneficiary of any such agreement, and ATMCo shall be responsible for any breach of the terms and conditions of this Agreement by any sublicensee or any of ATMCo’s Affiliates.

2.3 Prior Agreements and Reservations. Notwithstanding anything to the contrary herein, the License is subject to any rights of or obligations to any Third Party under any agreement with respect to any of the Licensed Marks existing as of the Effective Date between NCR or any of its Affiliates and any such Third Party. Except as expressly provided herein, NCR reserves all rights with respect to the Licensed Marks, including with respect to the use, registration and licensing (and sublicensing) thereof.

2.4 No Other Rights. Except to the extent specifically provided herein, no Person is granted or provided with, or obtains, any license or rights under, to or with respect to any Marks owned by NCR or any of its Affiliates.

ARTICLE III

QUALITY STANDARDS

3.1 Quality Control and Standards.

(a) ATMCo and its Affiliates shall use the Licensed Marks only in conjunction with the Solutions to the extent licensed by the License that at all times have a level of quality which equals or exceeds the levels of quality associated with the businesses and operations of the NCR and its Affiliates and their Solutions associated with the Licensed Marks as of the Effective Date.

(b) Each Party and its Affiliates shall use the Licensed Marks in a manner that would not reasonably be expected to disparage or dilute (including tarnish) or reflect negatively on the goodwill of the Licensed Marks or negatively affect (including tarnish) the reputation of the other Party or any of its Affiliates, including by refraining from the use of inappropriate images and materials used in connection with the Licensed Marks.

(c) In the event of any act or omission of either Party or any of its Affiliates which results, or would reasonably be expected to result, in a material adverse effect on the business or reputation of the other Party or any of its Affiliates or the Licensed Marks, or materially tarnishes, or would reasonably be expected to materially tarnish, the reputation of the other Party or any of its Affiliates, the Parties and their Affiliates, as applicable will reasonably cooperate in good faith with each other to promptly implement a plan and effort to address and remedy the foregoing harm in a form reasonably approved in writing by the Parties, with the Party (and their Affiliates, as applicable) causing the harm, or reasonably expected to cause the harm bearing all out of pocket costs and expenses relating to such plan and effort.

ARTICLE IV

USE OF THE LICENSED MARKS

4.1 Use of Licensed Marks.

(a) ATMCo and its Affiliates shall use the Licensed Marks in accordance with applicable trademark usage principles and industry standards, any guidelines provided by NCR to ATMCo, and in accordance with all applicable Laws (including those relating to the maintenance of the validity and enforceability of the Licensed Marks); and shall not take any action which is intended, or would reasonably be expected, to harm the reputation of NCR, any of its Affiliates or the Licensed Marks (including diluting, including by tarnishing, them) or the goodwill associated with any of the foregoing.

(b) NCR and its Affiliates shall use the Licensed Marks in accordance with applicable trademark usage principles and industry standards, and in accordance with all applicable Laws (including those relating to the maintenance of the validity and enforceability of the Licensed Marks); and shall not take action which is intended, or would reasonably be expected, to harm the reputation of ATMCo, any of its Affiliates or the Licensed Marks (including diluting, including by tarnishing, them) or the goodwill associated with any of the foregoing. Nothing contained herein shall prohibit NCR from abandoning any of its Marks.

4.2 Limitations on Use of the House Mark.

(a) Except as otherwise provided for in Section 4.4, ATMCo and its Affiliates shall always, and ATMCo covenants that it and its Affiliates will always, use the House Mark (i) followed by the ATMCo Partial Company Name, including with an associated logo and tagline, other than any logo or tagline used with the House Mark as of or prior to the Effective Date, at ATMCo’s discretion, or (ii) with the respective Marks and Solutions set forth in Schedule 2 and Schedule 3. In conjunction with the foregoing, ATMCo covenants that neither it nor any of its Affiliates will use the House Mark alone or with any logo or tagline used with the House Mark as of or before the Effective Date, including those identified in Schedule 4 (which Schedule is incorporated herein by reference).

(b) Except as otherwise provided for in this Section 4.2(b) and Section 4.4, NCR and its Affiliates shall not use, and NCR covenants that it and its Affiliates will not use, the House Mark alone or with any logo or tagline used with the House Mark as of or prior to the Effective Date, including those identified in Schedule 4 or with the ATMCo Partial Company Name. Notwithstanding the preceding sentence and for further clarity, NCR and its Affiliates may use the House Mark alone or with any logo or tagline used with the House Mark as of or prior to the Effective Date to the extent reasonably necessary to maintain applications and registrations for any of the foregoing, with such uses to be only periodically for that purpose.

4.3 Electronic Addresses.

(a) ATMCo shall ensure that any Electronic Addresses used by or on behalf of ATMCo or any of its Affiliates that use or include the House Mark and contain the ATMCo Partial Company Name (and for further clarity, ATMCo shall maintain such Electronic Addresses and associated sites at ATMCo’s cost), and NCR shall ensure that any Electronic Addresses used by or behalf of NCR or any of its Affiliates that use or include the House Mark contain the NCR Partial Company Name (and for further clarity, NCR shall maintain such Electronic Addresses and associated sites at NCR’s cost).

(b) The xxx.xxx.xxx homepage shall promptly be changed to serve as a landing page to enable redirection of Persons to NCR and ATMCo sites, respectively, in a manner reasonably agreed to by the Parties, which includes a form and manner that provides equivalent placement for and access to NCR and ATMCo (and such domain name and associated site shall be maintained at NCR’s cost). For further clarity, NCR shall continue to own and maintain the xxx.xxx.xxx homepage.

4.4 Transition. Notwithstanding anything to the contrary herein, ATMCo and NCR (and their respective Affiliates) shall have the right in conjunction with their separation to transition from use of the House Mark alone to use and inclusion of the House Mark with the ATMCo Partial Company Name or NCR Partial Company Name, as the case may be, as provided in this Section 4.4. Each Party (and its Affiliates) shall use commercially reasonable efforts to transition from use of the House Mark alone to use and inclusion of the House Mark with the ATMCo Partial Company Name or NCR Partial Company Name, as the case may be, as promptly and cost-effectively as possible, but in no event, except as otherwise provided below in this Section 4.4, subsequent to two (2) years after the Effective Date. More specifically, the Parties (and their respective Affiliates) shall (a) be permitted to exhaust in the ordinary course of business all invoices, letterhead (except in electronic form), stationary, catalogs, business cards, presentations, promotional items, decals, brochures, displays, signs, marketing materials, packaging, and similar items with respect to the foregoing (“Business Materials”) existing in inventory as of the Effective Date, and products existing in inventory or for which manufacturing has been first initiated or committed to as of the Effective Date, (b) ensure that any and all orders, requisitions, and purchases of new Business Materials and products, including any use of such Business Materials or products, made, first initiated or committed to, purchased, marketed, or sold or otherwise distributed, after the Effective Date comply with Sections 4.1 through Section 4.3 (including any covenant therein) and the covenants in Article V, and (c) be permitted to use or reference the name NCR or XXX Xxxxxxxxxxx alone in factual, historical statements or references, and not as a company’s business name or as a Mark. Notwithstanding the foregoing, each Party (and its respective Affiliates) shall transition office and facility signage from use or inclusion of the House Mark alone or with any logo used with the House Mark as of or prior to the Effective Date to use or include the House Mark with the ATMCo Partial Company Name or NCR Partial Company Name, as the case may be, which can also include use of a new logo therewith, within two (2) years after the Effective Date (or such later date as may be approved by the other Party in writing). Without limitation to the foregoing, any cessation of use of the House Mark that requires approval by a Governmental Authority shall be expeditiously assembled, submitted, and diligently prosecuted for approval by the applicable Governmental Authority in a timely fashion by the Party (or an Affiliate of such Party) seeking approval (and

shall be subject to receipt of such approval). Notwithstanding anything to the contrary herein, during the transition (and in a manner consistent with the terms and conditions of this Article IV applicable to the Licensed Marks), (x) ATMCo and its Affiliates shall have the right to use certain logos, taglines and Marks with the House Mark that were used or included with the House Mark as of or prior to the Effective Date set forth in Schedule 5 (which schedule is incorporated herein by reference), and (y) NCR and its Affiliates shall have the right to use certain logos, taglines and Marks with the House Mark that were used or included with the House Mark as of or prior to the Effective Date set forth in Schedule 5.

ARTICLE V

ADDITIONAL COVENANTS

5.1 Exclusivity. NCR and its Affiliates covenant to abide by the exclusivity provided by the License to ATMCo and its Affiliates and shall not use the House Mark in the XXXXx Xxxxxx as of the Effective Date (which for further clarity shall not apply to any Natural Evolutions thereof).

5.2 Limited Non-Compete. NCR covenants for a period of three (3) years immediately following the Effective Date, that neither NCR nor any of its Affiliates shall use the House Mark within or for the Prohibited ATMCo Business (including with respect to any Solutions or Natural Evolutions thereof). ATMCo covenants for a period of three (3) years immediately following the Effective Date, that neither ATMCo nor any of its Affiliates shall use the House Mark within or for the Prohibited NCR Business (including with respect to any Solutions or Natural Evolutions thereof).

5.3 ATMCo Use of the House Mark5.4 Outside the XXXXx Xxxxxx. XXXXx and its Affiliates covenant not to use the House Mark outside the XXXXx Xxxxxx or in any manner other than to the extent licensed by the License.

ARTICLE VI

OWNERSHIP AND PROTECTION OF MARKS

6.1 Ownership and Non-Registration of the Licensed Marks. The Licensed Marks (including for further clarity, the House Mark) and all rights therein and thereto are and shall remain owned (and for further clarity, as between the Parties and their respective Affiliates, exclusively) by NCR and its Affiliates, as the case may be. ATMCo’s, its Affiliates’ and their sublicensees’ use of the Licensed Marks and any and all goodwill arising therefrom or associated therewith shall inure solely to the benefit of NCR and its Affiliates, as the case may be. ATMCo, its Affiliates’ and their sublicensees shall not (a) register or seek to register in any jurisdiction (i) any Mark which is, includes, or is used with a Licensed Mark or any logo or tagline which is, includes, or is used with such Licensed Mark, or (ii) any Mark which is a derivation of or likely to be confusingly similar to a Licensed Mark or any logos, taglines or other Mark which is, includes or is used with such Licensed Mark; (b) directly or indirectly contest the ownership, enforceability, or validity of any Licensed Mark or any logos, taglines or other Mark which is, includes or is used with such Licensed Mark, or the rights of NCR or any of its Affiliates in or to any of the foregoing in this Section 6.1(b); or (c) contest the fact that ATMCo and its Affiliates’ rights under this Agreement are solely as a licensee and subject to all of the terms and conditions set forth herein.

6.2 Applications for and Maintenance of Registrations. All applications to register any of the Licensed Marks or any other Mark which is, includes or is used with a Licensed Mark or any logos, taglines or other Marks which is, includes or is used with such Licensed Mark, shall be filed in the name of NCR (or an Affiliate of NCR designated by NCR). As between NCR, ATMCo and their respective Affiliates, NCR (or an Affiliate of NCR designated by NCR) shall have the exclusive right to file, prosecute, register, and maintain such an application. If ATMCo requests the filing of an application related to the Licensed Marks or a part thereof in writing which it has a bona fide intent to use and NCR does not have a reasonable basis for not doing so (“ATMCo Requested Application”), NCR (or an Affiliate of NCR designated by NCR) shall file the ATMCo Requested Application and the required documents associated with such application with the applicable Governmental Authorities in connection therewith. A Mark for an ATMCo Requested Application shall be deemed to be a Licensed Mark (whereby the Parties shall use reasonable efforts to amend Schedule 3 to include such Mark). NCR (or the Affiliate designated by NCR) shall be responsible for filing, prosecuting, registering, and maintaining each ATMCo Requested Application and, as applicable, maintaining any registration of the Mark for which such ATMCo Requested Application was filed. At the reasonable request of a Party, the other Party shall reasonably consult and cooperate with such Party in connection with ATMCo Requested Applications. Notwithstanding the foregoing, in the event that NCR decides not to or does not file, prosecute an application for, or maintain a registration for a Licensed Mark (including an ATMCo Requested Application or registration resulting therefrom), NCR shall provide reasonable notice thereof to ATMCo, and ATMCo shall have the right upon providing written notice in a reasonable period of time thereafter to NCR (or such shorter notice as reasonably requested by NCR) to take over such filing, prosecution, registration, and maintenance, as applicable or needed. If ATMCo provides such written notice, then ATMCo shall be responsible for such filing, prosecuting, registering, and maintaining of such Licensed Mark.

6.3 NCR Abandonment of Use of a Licensed Mark. In the event that NCR, its Affiliates, and its licensees (other than ATMCo, its Affiliates, and their sublicensees) determine that none of them will use, going forward, (i) the House Mark in any manner, or (ii) any of the Shared Product Marks that do not use or include a House Mark in any manner, NCR shall promptly notify ATMCo in writing of such determination. If ATMCo provides written notice to NCR within a reasonable period of time of such determination, then ATMCo shall have the right upon written request to NCR to take over such filing, prosecuting, registering, and maintaining of such Licensed Mark (“Take Over Notice”), as applicable (such Licensed Mark, the “Assumed Mark”). If ATMCo does not promptly provide NCR a Take Over Notice, then NCR shall have the right to abandon the registration(s) and application(s) of such Licensed Mark, including filing, prosecuting, registering, and maintaining of such Licensed Mark, as applicable.

6.4 Costs of Registrations. ATMCo shall be responsible for the costs and expenses of searching, investigating, filing, prosecuting, registering, and maintaining (i) ATMCo Requested Applications and, as applicable, prosecuting and maintaining the registrations of the Marks for which ATMCo Requested Applications were filed, (ii) Assumed Marks, (iii) applications and registrations for Licensed Marks that exclusively cover only the products and services in or for the XXXXx Xxxxxx, or (iv) applications and registrations for Licensed Marks that are solely used by ATMCo and its Affiliates (and not NCR or its Affiliates). ATMCo and NCR shall each be responsible for fifty percent (50%) of the costs and expenses of searching, investigating, filing, prosecuting, registering, and maintaining such applications and registrations that are for or constitute a portion of the Licensed Marks used by both NCR and ATMCo (or their respective Affiliates), including the Shared Product Marks.

6.5 Enforcement.

(a) NCR and its Affiliates shall have the exclusive right to address (including bring any and all allegations, claims, actions, or suits with respect to, and to defend) infringement, dilution, misuse, and other violations of or with respect to the Licensed Marks by any Person (“Infringement”) which are not exclusive to or in the XXXXx Xxxxxx or address (including defend against) a challenge related to the Licensed Marks by any Person (including with respect to ownership, enforceability, or validity) (“Challenges”) which are not exclusive to or in the XXXXx Xxxxxx. If NCR does not address an Infringement or a Challenge applicable to or within the XXXXx Xxxxxx within ninety (90) days (or such shorter notice as reasonably requested by ATMCo if based on exigent circumstances) following written notice from ATMCo requesting that action be taken, NCR will at the request of ATMCo consult in good faith with ATMCo in connection therewith and consider in good faith any reasonable request by ATMCo in connection therewith.

(b) NCR shall have the initial right to address Infringement and Challenges exclusive to or within the XXXXx Xxxxxx. If NCR does not address such an Infringement or Challenge within ninety (90) days (or such shorter notice as reasonably requested by ATMCo if based on exigent circumstances) following written notice from ATMCo requesting that action be taken, ATMCo may address such Infringement or Challenge, as the case may be.

(c) Except as otherwise set forth in this Agreement, (i) NCR shall bear the cost and expenses with respect to addressing any Infringement or Challenges, and shall be entitled to retain all sums recovered in conjunction therewith, and (ii) ATMCo shall bear the cost and expenses with respect to it addressing any Infringements or Challenges to which it has the right to do so, and in that case, shall be entitled to retain all sums recovered in any such action in conjunction therewith.

(d) With respect to an action addressing an Infringement or a Challenge which a Party has the right to do under Sections 6.5(a) through (c) (“Action”), at the reasonable request and at the expense (for reasonable out-of-pocket expenses) of such Party (“Managing Party”), the Parties shall, and shall cause their Affiliates to, cooperate in good faith and take all reasonable actions to permit the applicable Managing Party to control and direct each such Proceeding. If the Non-Managing Party elects to retain its own counsel, it shall do so solely at its own expense. The Party hereunder who is, or whose Affiliates are, the Managing Party, shall consult with the other Party (the “Non-Managing Party”) from time to time with respect to such Action; provided that if NCR is the Non-Managing Party, then ATMCo shall reasonably cooperate with NCR in connection with such Action if and to the extent affecting the ownership, enforceability or validity of a Licensed Mark. No Managing Party pursuant to this Section 6.5 shall consent to entry of any judgment or enter into any settlement of any Action without the prior written consent of the Non-Managing Party (not to be unreasonably withheld, conditioned or delayed).

(e) ATMCo shall promptly provide written notice to NCR of any Infringement or Challenges of which it becomes aware.

ARTICLE VII

ONGOING COLLABORATION

7.1 Possible Consumer Confusion. Each Party shall inform the other Party of any instances of actual consumer confusion is becomes aware of regarding the use of the Licensed Marks (including the House Mark). The Parties shall cooperate in good faith to address any such instances of actual consumer confusion.

7.2 Misdirected Communications. Each Party (and its Affiliates) shall use commercially reasonable efforts to redirect communications intended for the other Party or its Affiliates to such other Party or its Affiliates, as the case may be. In the event that a Party or its Affiliates experience an appreciable number of communications intended for the other Party or its Affiliates as a result of the use of the Licensed Marks hereunder, then at a Party’s request the Parties (and its applicable Affiliates) will reasonably cooperate with each other to implement a process to address misdirected communications, including in particular inquiries and complaints, intended for such other Party or its Affiliates, including to aid in resolution of this issue.

7.3 Recordation. In the event that a Party reasonably requests that the rights under this Agreement be recorded with a Governmental Authority, the Parties shall reasonably cooperate to record such rights (at the requesting Party’s expense), including by preparing and filing a recordable form of this Agreement that is customary and appropriate for such recordation purposes.

ARTICLE VIII

INDEMNIFICATION

8.1 Indemnification by ATMCo. Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, ATMCo shall, and shall cause the other members of the ATMCo Group to, indemnify, defend, and hold harmless NCR and its Affiliates and their respective current and former directors, officers, employees, and agents (solely in their respective capacities as current and former directors, officers, employees or agents thereof) and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “NCR Indemnified Parties”), from and against any and all Indemnifiable Losses of the NCR Indemnified Parties to the extent relating to, arising out of or resulting from Third-Party Claims (defined below) relating to, arising out of or resulting from, directly or indirectly, use of the Licensed Marks by, under or through ATMCo, its Affiliates or any of their sublicensees, including with respect to the marketing, offering, use, issuance, sale or performance of any products or services in ATMCo’s Fields.

8.2 Indemnification by NCR. Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, NCR shall, and shall cause the other members of the NCR Group (other than ATMCo and its sublicensees) to, indemnify, defend, and hold harmless ATMCo and its Affiliates and their respective current and former directors, officers, employees, and agents (solely in their respective capacities as current and former directors, officers, employees or agents thereof) and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “ATMCo Indemnified Parties”, and together with the NCR Indemnified Parties, the “Indemnified Parties”), from and against any and all Indemnifiable Losses of the ATMCo Indemnified Parties to the extent relating to, arising out of or resulting from Third-Party Claims relating to, arising out of or resulting from, directly or indirectly, use of the Licensed Marks by, under or through NCR, its Affiliates or any of their licensees (other than ATMCo, its Affiliates and any of their sublicensees), including with respect to the marketing, offering, use, issuance, sale or performance of any such products or services outside of the XXXXx Xxxxxx.

8.3 Procedures for Indemnification; Third-Party Claims.

(a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by any Person who is not a member of the NCR Group or the ATMCo Group, as the case may be, of any claim, or of the commencement by any such Person of any Proceedings, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 8.1 or Section 8.2, or any other Section of this Agreement (collectively, a “Third-Party Claim”), such Indemnified Party shall promptly give such Indemnifying Party written notice thereof but no later than thirty (30) days after such Indemnified Party received notice or otherwise learned of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and shall include: (i) the basis for, and nature of, such Third-Party Claim, including the facts constituting the basis for such Third-Party Claim; (ii) the estimated amount of losses (to the extent so estimable) that have been or may be sustained by the indemnitee in connection with such Third-Party Claim; and (iii) copies of all notices and documents (including court papers) received by the indemnitee relating to the Third-Party Claim; provided, however, that any such notice need only specify such information to the knowledge of the indemnitee as of the date of such notice and shall not limit or prejudice any of the rights or remedies of any indemnitee on the basis of any limitations on the information included in such notice, including any such limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other similar privilege or doctrine. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 8.3 shall not relieve the related Indemnifying Party of its obligations under this Article VIII, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

(b) Promptly after tender for indemnification of a Third-Party Claim pursuant to Section 8.3(a), but in no event more than fifteen (15) days or such shorter time that the Indemnified Party determines in good faith that the proper defense of the Third-Party Claim requires that the election to assume the defense of such claim be made in fewer than fifteen (15) days, an Indemnifying Party shall elect and notify the Indemnified Party whether it intends to defend such Third-Party Claim at its expense and through counsel of its choice; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim to the extent such Third-

Party Claim (x) is a Proceeding by a Governmental Authority, or (y) involves an allegation of a criminal violation. In the event that the Indemnifying Party elects to defend the Third-Party Claim, the Indemnified Party shall grant the Indemnifying Party sole control of the defense, including the selection of counsel, and settlement of the Third-Party Claim, subject to the limitations of Section 8.3(c). In the event the Indemnifying Party is controlling the defense of a Third-Party Claim and there is a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third-Party Claim, the Indemnified Party shall be entitled to retain, at its own expense, separate counsel reasonably acceptable to the Indemnifying Party as required by the applicable rules of professional conduct with respect to such matter. If the Indemnifying Party elects (and is permitted) to undertake any such defense, it shall do so at its own expense and the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent Records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as are reasonably required by the Indemnifying Party. Similarly, if the Indemnified Party is conducting the defense against any such Third-Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, pertinent Records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party.

(c) If an Indemnifying Party elects, following delivery of a notice of a Third-Party Claim, not to assume responsibility for defending a Third-Party Claim, or fails to defend a properly noticed Third-Party Claim as provided in Section 8.3(a), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party. If the Indemnifying Party assumes the responsibility for defending a Third-Party Claim and the nature of such Third-Party Claim changes such that the Indemnifying Party would no longer be entitled to assume the defense of such Third-Party Claim pursuant to Section 8.3(b), the Indemnified Party may, at its election, assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense.

(d) The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 8.3(b) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article VIII shall be binding on the Indemnified Party, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, (i) the Indemnifying Party shall not settle any such Third-Party Claim without the written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless such settlement (A) completely and unconditionally releases the Indemnified Party from the Third-Party Claim in connection with such matter, (B) consists solely of monetary consideration the Indemnifying Party has agreed to pay in full, and (C) does not involve any admission by the Indemnified Party of any wrongdoing or violation of Law, and (ii) if NCR is the Indemnified Party then ATMCo shall reasonably cooperate with NCR in connection with the Third-Party Claim if and to the extent affecting the ownership, enforceability or validity of a Licensed Mark.

ARTICLE IX

DISCLAIMER AND LIABILITY

9.1 DISCLAIMER. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, ALL LICENSES TO ANY AND ALL LICENSED MARKS UNDER THIS AGREEMENT ARE BEING MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, INCLUDING (A) AS TO THEIR VALUE OR FREEDOM FROM ANY SECURITY INTERESTS; (B) AS TO TITLE, NONINFRINGEMENT, VALIDITY, ENFORCEABILITY, ACCURACY OF INFORMATIONAL CONTENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT A PARTY OR ITS AFFILIATES KNOWS OR HAS REASON TO KNOW ANY SUCH PURPOSE) OR ANY OTHER MATTER, INCLUDING ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE; OR (C) AS TO THE LEGAL SUFFICIENCY TO GRANT ANY RIGHTS THEREIN AND AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AND NEITHER PARTY, NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES, MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, WITH RESPECT TO THE LICENSED MARKS OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO THE MATTERS DESCRIBED IN THE FOREGOING CLAUSES (A)-(C). WITHOUT LIMITING THE FOREGOING, ATMCO AND ITS AFFILIATES HEREBY ACKNOWLEDGE AND AGREE THAT ALL LICENSES IN THIS AGREEMENT ARE BEING MADE “AS IS, WHERE IS.”

9.2 Limitation on Damages. EXCEPT IN THE CASE OF A BREACH OF THE COVENANTS SET FORTH IN SECTIONS 4.2, 5.1, 5.2, OR 5.3, ANY CONFIDENTIALITY OBLIGATION HEREIN OR ANY BREACH OF THIS AGREEMENT THAT HAS A MATERIAL ADVERSE EFFECT ON THE BUSINESS(ES) OR REPUTATION, TAKEN AS A WHOLE, OF THE OTHER PARTY OR ITS AFFILIATES OR THE LICENSED MARKS, THE PARTIES EXPRESSLY AGREE THAT UNDER NO CIRCUMSTANCES SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OR LOSS OF ANY KIND, OR FOR ANY LOST PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC DAMAGES, EVEN IF SUCH PARTY (OR ANY OF ITS AFFILIATES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS, ARISING OR RESULTING FROM OR RELATING TO THIS AGREEMENT (INCLUDING THE REQUIREMENTS, OBLIGATIONS OR ACTIVITIES OF SUCH PARTY (OR ANY OF ITS AFFILIATES) PURSUANT TO THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGES OR LOSS ARE BASED ON BREACH OF WARRANTY OR CONTRACT, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE.

ARTICLE X

TERM AND TERMINATION

10.1 Term and Termination.

(a) This Agreement shall commence on the Effective Date and be non-terminable, unless and to the extent terminated pursuant to this Section 10.1.

(b) In the event that all of ATMCo, its Affiliates, and their sublicensees cease all use of a Licensed Mark throughout the world for a period of three (3) consecutive years, this Agreement may be terminated with respect to such Licensed Mark upon written notice by NCR to ATMCo.

(c) In the event that all of NCR, its Affiliates, and its licensees (other than ATMCo, its Affiliates, and their sublicensees) cease (i) all use of the House Mark, or (ii) all use of a Shared Product Mark that does not use or include a House Mark, in each case, throughout the world for a period of three (3) consecutive years, this Agreement may be terminated with respect to the House Mark or such Shared Product Mark, as the case may be, upon written notice by ATMCo to NCR, provided however, that in the event of such a termination by ATMCo for such non-use, if ATMCo provides written notice to NCR within thirty (30) Business Days of such termination notice that it desires to obtain ownership of such respective Licensed Mark and has a bona fide intent to continue to use such Licensed Mark, NCR shall assign all of its right, title and interest in such Licensed Mark to ATMCo. For further clarity, if ATMCo does not provide such notice within such time period or does not have such bona fide intent to use, NCR shall be free to sell, assign, transfer or otherwise dispose of such Licensed Mark, including to a Third Party.

(d) In the event that a Party (or an Affiliates thereof) materially breaches this Agreement and such breach has a material adverse effect on the business(es) or reputation, taken as a whole, of the other (non-breaching) Party or any of its Affiliates or the Licensed Marks, and the breaching Party (or such Affiliate) fails to cure such breach, or if such breach is not reasonably curable during such time period and fails to implement steps reasonably intended to cure or remedy such breach, within sixty (60) days’ written notice of such breach from the other Party (or such reasonable and longer period of time, not to exceed one (1) year, if the breaching Party (or such Affiliate) is using and continues to use reasonable and good faith diligent efforts to cure or remedy such breach), this Agreement (and the License) or applicable portions thereof may be terminated upon written notice by the other Party if there is, and only following, a finding in a final and non-appealable judgment pursuant to Section 12.3 that such breach and failure to cure or implement such steps (as applicable) occurred. Notwithstanding the preceding sentence, such termination shall only be in part with respect to (i) the relevant Licensed Marks, if such breach relates to particular Licensed Marks which do not use or include the House Mark, or (ii) all Licensed Marks that use or include the House Mark, if such breach relates to Licensed Marks that use or include the House Marks. If this Agreement is so terminated by ATMCo in its

entirety, and ATMCo provides written notice to NCR within thirty (30) Business Days of such termination that it desires to obtain ownership of one or more of the Licensed Marks and has a bona fide intent to continue to use such Licensed Marks, NCR shall assign all of its right, title and interest in such Licensed Marks to ATMCo. If this Agreement is so terminated in part by ATMCo and ATMCo provides written notice to NCR within thirty (30) Business Days of such termination that it desires to obtain ownership of the relevant Licensed Marks with respect to which the Agreement has been terminated (as provided in (i) or (ii) of this Section 10.1(d)) and has a bona fide intent to continue to use such Licensed Marks, NCR shall assign all of its right, title and interest in such Licensed Marks to ATMCo. For further clarity, in each instance, if ATMCo does not provide such notice within such time period or does not have such bona fide intent to use, NCR shall be free to sell, transfer or otherwise dispose of such applicable Licensed Marks, including to a Third Party.

(e) ATMCo shall have the right at any time to terminate this Agreement, whether in whole or with respect to a particular Licensed Mark, upon written notice to NCR.

10.2 Effect of Termination.

(a) Upon the termination of this Agreement and/or License or termination in part with respect to a particular Licensed Mark (“Partial Termination Mark”), pursuant to Section 10.1(b), (d), or (e), ATMCo and its Affiliates shall and shall cause each of their sublicensees (which, if necessary, ATMCo shall and shall cause each of its Affiliates) to no later than one (1) year following such termination:

(i) cease any and all use of the Licensed Marks or the Partial Termination Mark, as the case may be, including with respect to or in conjunction with any electronic media, Electronics Addresses, products and services, and any activity associated therewith;

(ii) destroy and require all employees, contractors, consultants, and agents to destroy or remove all materials, including publicly facing or accessible, bearing, using or including the Licensed Marks or the Partial Termination Mark, as the case may be; and

(iii) send a written statement to NCR verifying that it has complied with the foregoing Section 10.2(a)(i) and (ii).

(b) Upon the termination of this Agreement and/or License by ATMCo pursuant to Section 10.1(c) or (d) or termination in part with respect to particular Licensed Marks that are required to be assigned to ATMCo (“Assigned Partial Termination Marks”), NCR and its Affiliates shall and shall cause each of their other licensees (which is necessary, NCR shall and shall cause each of its Affiliates) to no later than one (1) year following such termination:

(i) cease any and all use of the Licensed Marks or the Assigned Partial Termination Marks, as the case may be, including with respect to or in conjunction with any electronic media, Electronics Addresses, products and services, and any activity associated therewith;

(iii) send a written statement to NCR verifying that it has complied with the foregoing Section 10.2(b)(i) and (ii).

10.3 Rights and Remedies. The rights and remedies of NCR set forth in this Article X are in addition to all other rights and remedies available at Law.

ARTICLE XI

CONFIDENTIALITY

11.1 Each Party agrees that any confidential information that it or any of its Affiliates receives from disclosure by, or otherwise obtains from, or is granted rights from, the other Party or any of its Affiliates under or in connection with this Agreement (“Confidential Information”) shall be maintained as confidential by such Party and its Affiliates and not disclosed to any third party (except as provided herein) without the prior written consent of the other Party, and used only for the purposes for which it was provided.

11.2 The schedules attached to this Agreement and designated as confidential are, and shall be treated by each Party as, confidential, and not disclosed to any third party without the prior written consent of the other Party.

11.3 Notwithstanding Sections 11.1 and 11.2, each Party shall have the right to disclose (a) the schedules to (i) potential and actual acquirers of or financing sources for such Party, any of its Affiliates or any of their businesses or Solution-lines to which the Licensed Mark(s) are relevant, (ii) confirm or make others aware of the licenses and rights granted to it herein, in each case subject to confidentiality obligations that are at least as restrictive as those provided herein, and (b) the schedules and any Confidential Information (i) to its Affiliates and any of its and its Affiliates’ employees, contractors, consultants, agents, attorneys, and accountants on a need to know basis subject to confidentiality obligations that are at least as restrictive as those provided herein, and (ii) as required by any court or Governmental Authority or Law, or with respect to enforcement of this Agreement or any of its terms or conditions, provided such Party provides prior notice to the other Party, to the extent it can, so as to afford such other Party an opportunity to protect the confidentiality thereof (including by means of a protective order), with the support of such Party.

ARTICLE XII

DISPUTE RESOLUTION

12.1 Negotiation.

(a) In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or otherwise arising out of or in any way related to this Agreement or the transactions contemplated hereby or thereby, including any claim based on Law, contract, tort or otherwise (but excluding any controversy, dispute or claim arising out of any contract with a Third Party if such Third Party is a necessary party to such controversy, dispute or claim) (each a, “Dispute”), either Party shall provide written notice of such Dispute to the other Party in writing in accordance with the terms of this Agreement (“Dispute Notice”). The Party receiving such Dispute Notice shall have twenty (20) days from the date of delivery of the Dispute Notice (the “Disagreement Deadline”) to deliver in writing to the other Party its disagreement with the Dispute Notice (a “Notice of Disagreement”). If the Party receiving a Dispute Notice serves a timely Notice of Disagreement, the Dispute set forth in the Dispute Notice shall be referred by either Party or any of the members of their respective Groups for negotiation as set forth in this Section 12.1(a). The Parties agree to negotiate in good faith to resolve any noticed Dispute within forty-five (45) days from the time of receipt of the Notice of Disagreement and the forty-five (45) day period is not extended by mutual written consent, then the Chief Executive Officers of the Parties shall enter into negotiations for a reasonable period of time to settle such Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed sixty (60) days from the forty-fifth (45th) day noted above, if and as extended by mutual agreement of the Parties (the “Negotiation Deadline”).

(b) Notwithstanding anything to the contrary contained in this Agreement, in the event of any Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 12.1, (i) the relevant Parties shall not assert that a Dispute that was timely at the time a Dispute Notice was served was untimely based on the passage of time after the date of receipt of a compliant Dispute Notice, and (ii) any statute of limitation, contractual time period or deadline under this Agreement to which such Dispute relates (but not any other equitable time period limitation) shall be tolled until final adjudication of the underlying Dispute. All things said or disclosed and all documents produced in the course of any negotiations, conferences and discussions in connection with efforts to settle a Dispute that are not otherwise independently discoverable shall not be offered or received as evidence or used for impeachment or for any other purpose in any Proceeding and shall be considered as to have been said, disclosed or produced for settlement purposes only.

12.2 Right to Seek Urgent Relief Immediately. The Parties’ agreement to negotiate and the requirement to provide a Dispute Notice each as described in Section 12.1 shall not prevent either Party from commencing arbitration (according to the procedures set forth in Section 12.3) or court proceedings (for the purposes specified in Section 12.3(e)) in order to seek injunctive or other urgent relief, including but not limited to conservatory measures to maintain the status quo or prevent dissipation of assets or injury to property.

12.3 Arbitration.

(a) If (i) the Dispute has not been resolved for any reason by the Disagreement Deadline and no Notice of Disagreement is delivered by the Disagreement Deadline, or (ii) a timely Notice of Disagreement is delivered and the Dispute has not been resolved for any reason by the Negotiation Deadline, then, in each case of clause (i) and (ii) such Dispute shall, at the request of any relevant Party, be exclusively and finally determined by binding arbitration (as provided for in this Section 12.3) administered by JAMS in accordance with its Comprehensive Arbitration Rules & Procedures effective June 1, 2021, unless the Parties agree in writing to another arbitration service provider and/or rules of arbitration, except, in any event, the applicable rules of arbitration (the “Rules”) shall be modified as set out herein; provided that any relevant Party may commence arbitration or court proceedings seeking urgent relief (as described in Section 12.2) at any time. Any question of the arbitrability of any Dispute or the existence, scope, validity or enforceability of this Section 12.3 shall be referred to and resolved by the arbitrators.

(b) The seat of arbitration shall be Atlanta, Georgia, unless the Parties agree in writing to another seat of arbitration.

(c) For any Dispute asserting claims exceeding $1 million (or equivalent value) or seeking injunctive relief, the arbitration shall be conducted by a panel of three arbitrators. All other Disputes shall be conducted by a sole arbitrator. In the event any party challenges whether the dispute belongs above or below this monetary threshold for these purposes, the issue shall be resolved exclusively by the administrator of JAMS (or such other arbitration service provider as may be agreed upon in writing by the Parties), and shall be treated as an administrative matter only. In the case of a panel of three arbitrators, each Party shall appoint an arbitrator within twenty (20) days of a Party’s receipt of a Party’s demand for arbitration. The two Party-appointed arbitrators shall appoint the third and presiding arbitrator within twenty (20) days of the appointment of the second arbitrator. In the case of a sole arbitrator, the arbitrator shall be appointed in accordance with the applicable Rules. If any appointed arbitrator declines, resigns, becomes incapacitated, or otherwise refuses or fails to serve or to continue to serve as an arbitrator, the Party or arbitrators entitled to appoint such arbitrator shall appoint a successor within twenty (20) days. In the event an arbitrator is not appointed by a Party or the arbitrators within the time periods specified herein, JAMS (or such other arbitration service provider as may be agreed upon in writing by the Parties) shall be authorized to appoint such arbitrator in accordance with the applicable Rules. In all cases, all arbitrators must be a licensed attorney or judge with at least ten years of experience in commercial litigation and/or arbitration. With respect to any Dispute involving one or more claims for which Intellectual Property is a material aspect of such claim(s), the arbitrator(s) shall possess experience and expertise in the applicable field of Intellectual Property law.

(d) In the event a Party is in need of urgent relief prior to the appointment of the arbitrator(s), the Parties consent to the procedures and powers provided in the Rules for the appointment of an emergency arbitrator to consider such relief. Notwithstanding any rule to the contrary, the arbitrator(s), once appointed, will have full authority to modify, vacate or supplement any temporary or provisional relief issued by an emergency arbitrator on such grounds as the arbitrator(s) consider appropriate.

(e) Subject to Section 12.3(f), nothing contained herein is intended to or shall be construed to deprive any court of its jurisdiction to issue pre or post-arbitral injunctions, pre or post-arbitral attachments or other orders in aid of arbitration proceedings, or to enforce arbitration judgments and awards rendered hereunder, including by issuing orders confirming such judgments and awards. Without prejudice to such equitable remedies as may be granted by a court of competent jurisdiction, the arbitrators shall have full authority to grant provisional remedies and to direct the parties to request that a court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitrators’ orders to that effect. The Parties agree to accept and honor all orders relating to interim or provisional remedies that are issued by the arbitrators and agree that any such orders may be enforced, as necessary, in any court of competent jurisdiction.

(f) The Parties consent and submit to the jurisdiction of any federal court in the Northern District of Georgia or, where such court does not have jurisdiction, any Georgia state court, in Fulton County, Georgia (“Georgia Courts”) with respect to any Dispute related to, arising out of or resulting from this Agreement (including for urgent relief as set forth in Section 12.2); provided that the Parties irrevocably and unconditionally submit to the exclusive jurisdiction of Georgia Courts in any Proceeding to compel or contest the imposition of arbitration with respect to any Dispute related to, arising out of or resulting from this Agreement and the Parties shall not bring any such Proceedings in any court other than Georgia Courts. Notwithstanding anything in the preceding sentence to the contrary, any court of competent jurisdiction (whether Georgia Courts or otherwise) shall be entitled to issue pre- or post-arbitral attachments, other orders in aid of arbitration proceedings (including for interim or provisional remedies in aid of arbitration) or orders to enforce arbitration judgments and awards rendered hereunder, including by issuing orders confirming such judgments and awards. In furtherance of the foregoing, (i) irrevocably waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any Georgia Court; (ii) irrevocably consents to service of process sent by a national courier service (with written confirmation of receipt) to its address identified in Section 13.1; and (iii) irrevocably waives any right to trial by jury in any court as set forth in Section 12.4.

(g) Discovery shall be limited to only: (i) documents directly related to the issues in dispute; (ii) no more than three (3) depositions per Party for any Dispute asserting claims exceeding $1 million (or equivalent value) or seeking injunctive relief, or two (2) depositions per Party for all other Disputes; and (iii) ten (10) interrogatories per Party. The arbitration procedures shall include provision for production of documents relevant to the Dispute; provided that the parties shall make good faith efforts to conduct the arbitration such that all documentary and deposition discovery is completed within ninety (90) days of the appointment of the arbitrators or as soon as reasonably practicable thereafter. All discovery, if any, shall be completed within ninety (90) days of the appointment of the arbitrator(s) or as soon as practicable thereafter. The Parties agree that, without derogating from any other provisions of the Rules allowing for summary disposition, the arbitrator(s) shall permit applications for summary disposition to be filed at least thirty (30) days prior to any scheduled evidentiary hearing, and shall be empowered to grant such applications where justice and efficiency warrant such relief, in which case there shall be no need for a full evidentiary hearing. Adherence to formal rules of evidence in any hearing on the matter shall not be required and the arbitrators shall consider any evidence and testimony that the arbitrators determine to be relevant, in accordance with the Rules and procedures that the arbitrators determine to be appropriate.

(h) The parties shall make good faith efforts to conduct the arbitration such that all written submissions are submitted and any hearing to be conducted is held no later than one hundred and eighty (180) days following appointment of the arbitrators or as soon as reasonably practicable thereafter; provided, however, that the failure to meet such deadline shall not invalidate the arbitration or any award of the arbitrators.

(i) For any Dispute asserting claims exceeding $1 million (or equivalent value) or seeking injunctive relief, the panel of arbitrators shall render a reasoned award. For all other Disputes, the sole arbitrator shall not be required to render a reasoned award, provided, however, that such omission of written reasoning shall not invalidate the arbitration or any award of the sole arbitrator. In all cases, the arbitrator(s) shall make good faith efforts to render an award within thirty (30) days of the close of the hearing on the merits or the final written submission (whichever occurs later) or a soon as practicable thereafter; provided, however, that the failure to meet such deadline shall not invalidate the arbitration or any award of the arbitrator(s). The arbitrator(s) shall be entitled, if appropriate, to award any remedy that is permitted under this Agreement and applicable Law and Rules, including monetary damages, specific performance and other forms of legal and equitable relief. The Parties hereby waive any claim to attorneys’ fees, costs and expenses of arbitration, except as may be expressly required by statute, and the arbitrators are not empowered to and shall not award such damages.

(j) The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrator(s) shall be final and binding on the Parties and shall be the sole and exclusive remedy between the Parties regarding any Dispute presented to the arbitrators. The Parties agree to comply and cause the members of their applicable Group to comply with any award made in any such arbitration and agree to the enforcement of or entry of confirming judgment upon such award in any court of competent jurisdiction.

(k) Without limiting the provisions of the Rules, unless otherwise agreed in writing by the Parties, or as may be required by Law or any Governmental Authority, the relevant Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to any arbitration hereunder. The Parties agree not to disclose to any Third Party (i) the existence or status of the arbitration, (ii) all information made known and documents produced in the arbitration not otherwise in the public domain, and (iii) any award arising from the arbitration; provided, however, that such information and awards may be disclosed (x) to the extent reasonably necessary to enforce this Agreement or give effect to this Section 12.3, (y) to enter judgment upon any arbitral award rendered hereunder or as is required to protect or pursue any other legal right, and (z) to the extent otherwise required by Law or a Governmental Authority (including any public disclosure required by securities Laws).

12.4 Continuity of Service and Performance. During the course of resolving a Dispute pursuant to the provisions of this Article XII, the Parties will continue to provide all other services and honor all other commitments under this Agreement with respect to all matters not the subject of the Dispute.

12.5 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A PROCEEDING ARISING OUT OF OR RELATING TO A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR

REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.5.

ARTICLE XIII

MISCELLANEOUS

13.1 Notices. Notices, requests, instructions or other documents to be given under this Agreement shall be in writing and shall be deemed to have been properly delivered, given and received, (a) on the date of transmission if sent via email (provided, however, that notice given by email shall not be effective unless either (i) a duplicate copy of such email notice is promptly given by one of the other methods described in this Section 13.1 or (ii) the receiving Party delivers a written confirmation of receipt of such notice either by email or any other method described in this Section 13.1 (excluding “out of office” or other automated replies)), (b) when delivered, if delivered personally to the intended recipient, and (c) one Business Day later, if sent by overnight delivery via a national courier service (providing proof of delivery), and in each case, addressed to a party at the address for such party set forth below (or at such other address for a party as shall be specified from time to time in a notice given in accordance with this Section 13.1):

If to NCR:

XXX Xxxxxxxxxxx

000 Xxxxxx Xx XX

Atlanta, GA 30308

Attn: General Counsel/Notices

xxx.xxxxxxx@xxx.xxx

If to ATMCo:

ATMCo

[•]

Attn: [Name]

[Email]

13.2 Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

13.3 Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

13.4 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement in whole (i.e., the assignment of a Party’s rights and obligations under this Agreement all at the same time) to an Affiliate or to a Person who acquires all or substantially all of a Party’s and its Affiliates’ business(es) and assets or equity related to this Agreement. In the event of any other sale or disposition of businesses or assets bearing or that otherwise utilize the Licensed Marks by ATMCo or its Affiliates, the acquirer thereof shall cease all use of the Licensed Marks on or in connection with such business or assets within six (6) months of such sale or other disposition.

13.5 Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

13.6 Governing Law. This Agreement, and all actions, causes of action, or claims of any kind (whether at Law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the Law of the State of Maryland, irrespective of the choice of Law principles of the State of Maryland, including without limitation Maryland laws relating to applicable statutes of limitations and burdens of proof and available remedies.

13.7 Specific Performance. The Parties agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled in Law or equity.

13.8 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

13.9 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

13.10 Complete Agreement. This Agreement, including its schedules, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous and contemporaneous negotiations, commitments and writings with respect to the subject matter of this Agreement. This Agreement, including its schedules, and the SDA, and the SDA, along with any other associated agreements, constitute the agreements that are the subject matter of the transactions contemplated by the SDA and its associated agreements, with this Agreement, including its schedules, being the sole and exclusive terms and conditions with respect to the subject matter of this Agreement.

13.11 Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective as of the Effective Date. Execution of this Agreement or any other documents pursuant to this Agreement by email attaching DocuSign or other electronic copy of a signature shall be deemed to be, and shall have the same effect as if it was, executed by an original signature.

[Signature page follows. The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF the Parties hereto have signed and executed this Agreement on the dates set forth below.


XXX Xxxxxxxxxxx

By:
		Name:
		Title:
		Date:

NCR Atleos, LLC

By:
		Name:
		Title:
		Date:

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TRADEMARK LICENSE AND USE AGREEMENT

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