BRAND LICENSING AGREEMENT
Exhibit 10.2
EXECUTION
COPY
This
BRAND LICENSING AGREEMENT (this “AGREEMENT”) dated as
of October 31, 2008, is by and between Brink’s Network, Incorporated, a
Delaware corporation (“LICENSOR”), and
Brink’s Home Security Holdings, Inc., a Virginia corporation (“LICENSEE”).
W I T N E S S E T
H
WHEREAS
The Brink’s Company and LICENSEE are parties to a Separation and Distribution
Agreement dated as of October 31, 2008 (the “SEPARATION
AND DISTRIBUTION AGREEMENT”), pursuant to which, among other things, The
Brink's Company and LICENSEE agreed that LICENSOR and LICENSEE shall execute a
brand licensing agreement; and
WHEREAS,
LICENSEE desires to provide SERVICES, as hereinafter defined, and to market
PRODUCTS, as hereinafter defined, utilizing the TRADE SYMBOLS, as hereinafter
defined, in the TERRITORY, as hereinafter defined, under grant of license by
LICENSOR.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
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1.
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Definitions
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Capitalized
terms used herein and not otherwise defined herein have the meanings given to
such terms in the SEPARATION AND
DISTRIBUTION AGREEMENT. For the purposes of this AGREEMENT,
the following terms shall have the following meanings:
“BHS DOMAIN NAMES”
shall mean each of xxxxxxxx.xxx, xxxxxxxxxxxxxxxxxxxxxx.xxx,
xxxxxxxxxxxxxxxxxx.xxx,
xxxxxxxxxxxxxxxxxxxxxx.xxx,
xxxxxxxxxxxxxxxxxxxxxx.xxx
and xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx.
“BHS TRADE SYMBOLS”
shall mean any of the TRADE SYMBOLS identified in Schedule A as a “BHS TRADE
SYMBOL”.
“BUSINESS DAY” shall
mean any calendar day that is not a Saturday, Sunday or legal holiday in either
Virginia or Texas.
“COMPETITOR” shall
mean any entity that is engaging, directly or indirectly, in (a) the
provision of secured transportation, cash logistics, guarding or other related
services anywhere in the world or (b) the provision, rental, installation,
servicing, repair, distribution, storage, monitoring and maintenance of
commercial or residential security systems outside the TERRITORY.
“EQUITY INTERESTS”
shall mean shares of capital stock, partnership interests, membership interests
in a limited liability company, beneficial interests in a trust or other equity
ownership interests in a PERSON, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity interest
from the issuer thereof.
“GAAP” shall mean
generally accepted accounting principles in the United States, as in effect from
time to time.
“PRODUCTS” shall mean
any apparatus, component and/or software program used, marketed, leased or sold
in the performance of the SERVICES by LICENSEE.
“SEC” shall mean the
United States Securities and Exchange Commission.
“SERVICES” shall mean
(a) the provision, rental, installation, servicing, repair, distribution,
storage, monitoring and maintenance of (i) security alarm systems for
business and residential premises, including any (A) video surveillance
systems, (B) fire, carbon dioxide, water, temperature, intrusion and/or
medical emergency alarm components and (C) electronic card access systems, in
each case, comprising such security alarm systems, and (ii) personal
emergency response systems for senior citizens; (b) the provision of
personal identity protection services; and (c) the marketing, packaging,
advertising and promotion of any of the services listed in this
definition.
“TERM” shall have the
meaning set forth in Section 8.
“TERRITORY” shall mean
the United States of America, Puerto Rico and Canada.
“TRADE SYMBOLS” shall
mean any of the trademarks, trade names, logos, domain names, slogans, labels,
copyrights, emblems, insignia and other trade identifying symbols listed in
Schedule A.
“WHOLLY OWNED
SUBSIDIARY” shall mean a SUBSIDIARY of
LICENSEE all the outstanding EQUITY INTERESTS of which (other than (x)
directors’s qualifying shares and (y) shares issued to a foreign national to the
extent required by applicable law) are owned by LICENSEE and/or by one or more
WHOLLY OWNED SUBSIDIARIES.
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2.
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Grant of Right to Use
of the TRADE SYMBOLS
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(a) Subject
to the terms and conditions set forth in this AGREEMENT, LICENSOR hereby grants
to LICENSEE during the TERM an exclusive, nontransferable (except as provided in
Section 17) license to use the TRADE SYMBOLS in relation to the SERVICES
and PRODUCTS within the TERRITORY.
(b) LICENSEE
shall not have the right to grant sublicenses to the right to use the TRADE
SYMBOLS without the prior written approval of LICENSOR, which LICENSOR may
refuse in its sole discretion. Notwithstanding the foregoing,
LICENSEE may, without LICENSOR’s approval (subject to LICENSEE’s compliance with
the last sentence of Section 12), sublicense its rights hereunder to
(i) any WHOLLY OWNED SUBSIDIARY or
(ii) any agent, subcontractor, dealer, distributor or other representative
of LICENSEE or of a WHOLLY OWNED SUBSIDIARY
sublicensed under clause (i) of this Section 2(b) solely to the extent necessary
to enable such agent, subcontractor, dealer, distributor or other representative
to provide SERVICES or PRODUCTS for or on behalf of LICENSEE or such WHOLLY
OWNED SUBSIDIARY, provided that such sublicense
shall be subject to the terms and conditions of this AGREEMENT and; provided further, that such
sublicense shall terminate automatically upon such sublicensee’s ceasing to be a
WHOLLY OWNED SUBSIDIARY, agent, subcontractor, dealer, distributor or other
representative, as applicable, of LICENSEE or of a WHOLLY OWNED
SUBSIDIARY. LICENSEE shall be responsible for each such sublicensee’s
compliance with the terms of this AGREEMENT and such sublicense and shall be
liable for any breach of this AGREEMENT and such sublicense by each such
sublicensee.
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(c) LICENSOR
reserves to itself, for its own use and/or the use of its AFFILIATES and
licensees, in or outside the TERRITORY, the right to use the TRADE SYMBOLS
(other than the BHS TRADE SYMBOLS in the TERRITORY), either alone or as a
component of another trademark, trade name, slogan, logo, domain name, label,
copyright, emblem, insignia or other trade identifying symbol, except in
relation to RESTRICTED
ACTIVITIES (as defined in the NON-COMPETE AGREEMENT), and nothing in this
AGREEMENT shall prohibit, limit or restrict LICENSOR from licensing or otherwise
disposing of such use, in or outside the TERRITORY, including during the TERM,
to any other PERSON. Notwithstanding the foregoing, none of LICENSOR,
its AFFILIATES or licensees shall have the right, during the TERM, to use any of
the BHS TRADE SYMBOLS, whether or not in relation to the SERVICES or PRODUCTS,
anywhere in the TERRITORY.
(d) Notwithstanding
the foregoing, LICENSEE acknowledges that all rights granted under this
AGREEMENT are subject to all rights granted under the Trademark License
Agreement dated as of January 1, 2005, between Hampton Products International,
Corp. and Brink’s Guarding Services, Inc., as amended from time to time (subject
to the limitations set forth in the NON-COMPETE AGREEMENT).
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3.
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Quality
Control
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(a) The
permitted use by LICENSEE of the TRADE SYMBOLS shall be subject to instructions
of LICENSOR furnished to LICENSEE from time to time, and shall be made only in
relation to the SERVICES and PRODUCTS that conform to standards and
specifications, if any, furnished and/or approved, from time to time in writing,
by LICENSOR, such approval not to be unreasonably withheld. LICENSEE
shall not offer for sale or provide any of the SERVICES or PRODUCTS and shall
assure that no other entity that participates with LICENSEE in the provision of
the SERVICES or PRODUCTS shall offer for sale or provide any such SERVICES or
PRODUCTS (i) that are of a quality or a standard inferior to the quality or
standard being provided by LICENSEE or any of its SUBSIDIARIES on the date of
this AGREEMENT or (ii) that will tend to injure the reputation and goodwill
attached to the TRADE SYMBOLS.
(b) LICENSEE
shall be permitted to use any designs, materials, packages, labels, promotional
materials and advertising materials in relation to the SERVICES and PRODUCTS
that were in use, or approved by LICENSOR or Brink’s Guarding Services, Inc.,
prior to the DISTRIBUTION DATE; provided, however, that in the
event that, after the DISTRIBUTION DATE, any such design, material, package,
label, promotional material or advertising material is materially modified, or
the manner in which any of the foregoing is used is proposed to be materially
modified, LICENSEE shall obtain the written approval of LICENSOR (such approval
not to be unreasonably withheld) for such design, material, package, label,
promotional material, advertising material or such modified use thereof prior to
any use thereof.
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4.
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Inspection
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LICENSEE
shall at all times and in all places permit LICENSOR, by representatives
designated by LICENSOR, to inspect the SERVICES and PRODUCTS provided by
LICENSEE under the TRADE SYMBOLS and any marketing material used by LICENSEE in
marketing the SERVICES and PRODUCTS. At all times, LICENSEE shall
comply with the reasonable quality control procedures furnished or approved,
from time to time, by LICENSOR.
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5.
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Title to the TRADE
SYMBOLS
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(a) LICENSEE
recognizes LICENSOR’s rights, title and interest to the TRADE SYMBOLS and shall
not, at any time, do or suffer to be done, or assist any third party to do or
suffer to be done, any act or thing that will in any way impair the rights,
title and interest of LICENSOR in and to any of the TRADE
SYMBOLS. Except as provided in Section 5(k), LICENSEE shall not
acquire or attempt to acquire, or assist any third party in acquiring or
attempting to acquire, title to the TRADE SYMBOLS, and shall not claim title or
assist any third party in claiming title to the TRADE SYMBOLS. All
use of the TRADE SYMBOLS by LICENSEE, and the goodwill connected therewith and
symbolized thereby, shall at all times inure to the exclusive benefit of
LICENSOR. LICENSEE shall use the appropriate statutory symbol for a
registered xxxx or the common law symbol for an unregistered xxxx, as the case
may be, with all uses of the TRADE SYMBOLS. Except as provided in
Section 5(k), neither LICENSEE nor any SUBSIDIARY of LICENSEE or sublicensee
pursuant to Section 2(b) shall register, without the express written permission
of LICENSOR, the TRADE SYMBOLS or any marks, words, symbols, phrases, designs,
trademarks, trade names, slogans, labels, copyrights, emblems, insignia,
packages, logos, domain names, corporate names or any other trade identifying
symbols that are confusingly similar to the TRADE SYMBOLS or that otherwise use
the word “Brink’s” or any derivation or variation thereof anywhere in the
world. LICENSEE agrees not to assert any right or interest in any of
the TRADE SYMBOLS or any marks using the word “Brink’s” or any derivation or
variation thereof except as expressly provided for by this AGREEMENT or any
subsequent agreement with LICENSOR or any authorized AFFILIATE of
LICENSOR.
(b) LICENSEE
and its sublicensees pursuant to Section 2(b) shall not use, and shall not cause
or permit any third party to use, the TRADE SYMBOLS in any unlawful or deceptive
manner or in any other way that is likely to directly or indirectly tarnish,
dilute, denigrate, diminish, lessen the value of or invalidate any of the TRADE
SYMBOLS or the consumer’s perception of any of the TRADE
SYMBOLS. LICENSEE shall promptly notify LICENSOR in writing when it
becomes aware of any such use in any part of the world. Any violation
of this Subsection 5(b) shall constitute a material breach of this
AGREEMENT.
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(c) LICENSEE
further undertakes that in the event any potential infringement of the rights of
LICENSOR to any of the TRADE SYMBOLS in the TERRITORY comes to the notice of
LICENSEE prior to the termination, cancelation or expiration of this AGREEMENT,
LICENSEE shall promptly notify LICENSOR. LICENSEE shall join with
LICENSOR, if requested by LICENSOR, in taking such steps as LICENSOR deems
advisable against the potential infringement of the LICENSOR’s rights to any of
the TRADE SYMBOLS. LICENSOR shall be liable for all costs and
expenses, including without limitation attorneys’ fees, incurred at any time
associated with taking such steps in respect of the TRADE SYMBOLS, excluding the
BHS TRADE SYMBOLS. LICENSEE and LICENSOR shall equally share any
costs and expenses incurred prior to termination, cancelation or expiration of
this AGREEMENT associated with taking such steps in respect of the BHS TRADE
SYMBOLS. In the event that LICENSOR elects not to take action in
respect of any of the TRADE SYMBOLS, LICENSEE may, with LICENSOR’s written
approval, and at LICENSEE’s own expense, proceed in taking steps against the
potential infringement necessary for the protection of rights in the TRADE
SYMBOLS.
(d) All
costs associated with registering, maintaining or renewing any TRADE SYMBOL
shall be borne by LICENSOR. Except as provided in Section 5(k),
LICENSOR shall continue to maintain registration of any registered TRADE SYMBOL
prior to termination, cancelation or expiration of this AGREEMENT.
(e) LICENSEE
shall, at LICENSOR’s request, execute, acknowledge and deliver to LICENSOR any
documents and/or instruments that LICENSOR may, from time to time, deem
necessary or desirable to evidence, protect, enforce or defend its rights or
title in and to the TRADE SYMBOLS.
(f) BHS
Inc. hereby transfers to LICENSOR, effective upon termination, cancelation or
expiration of this AGREEMENT, all domain names (including the BHS DOMAIN NAMES
and each of the domain names listed in Schedule A) owned by, or registered in
the name of, LICENSEE or any of its SUBSIDIARIES or other AFFILIATES that
include the word “Brink’s”, or any derivation or variation thereof, or any of
the other TRADE SYMBOLS. LICENSOR and BHS Inc. shall, upon request by
LICENSOR at any time after termination, cancelation or expiration of this
AGREEMENT, execute and deliver all such documents, and take all such other
actions, as are necessary or, in the reasonable opinion of LICENSOR, advisable
to effect and evidence the transfer of such domain names (including the BHS
DOMAIN NAMES and each of the domain names listed in Schedule A) to LICENSOR
pursuant to the immediately preceding sentence. Within ten days after
termination, cancelation or expiration of this AGREEMENT, LICENSOR agrees to pay
to BHS Inc. a total amount of $100 in cash in respect of such
transfer. LICENSEE further agrees not to effect any sale, transfer or
other disposition of any domain name referred to in this Section 5(f) to
any PERSON
other than LICENSOR (except to an assignee of LICENSEE’s rights and obligations
under this AGREEMENT pursuant to Section 17).
(g) Upon
termination, cancelation or expiration of this AGREEMENT, LICENSEE shall, and
shall cause each SUBSIDIARY and other AFFILIATE of LICENSEE to, terminate (or,
if requested by LICENSOR, transfer to LICENSOR) all registrations in the name of
LICENSEE or such SUBSIDIARY or other AFFILIATE, as the case may be, in any
federal, state or foreign office, of any trademarks, trade names,
logos, domain names, slogans, labels, copyrights, emblems, insignia and other
trade identifying symbols included in the TRADE SYMBOLS or that otherwise
contain the word “Brink’s” or any derivation or variation thereof (other than
domain names required to be transferred to LICENSOR pursuant to Section
5(f)).
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(h) Upon
termination, cancelation or expiration of this AGREEMENT, (i) LICENSEE and
its sublicensees pursuant to Section 2(b) shall immediately discontinue and
shall thereafter refrain from using the TRADE SYMBOLS, or any of them, in any
way or for any purpose whatsoever, and shall not use, at any time, any
trademarks, trade names, logos, domain names, trade names, slogans, labels,
copyrights, emblems, insignia, packages and other trade identifying symbols that
are confusingly similar to any of the TRADE SYMBOLS or that otherwise contain
the word “Brink’s” or any derivation or variation thereof and (ii) all
restrictions contained herein on the use of the TRADE SYMBOLS by LICENSOR and
its AFFILIATES and licensees shall cease to be effective; provided, however, that
(A) LICENSEE may, subject to LICENSEE’s obligations to comply with the
terms and provisions of this AGREEMENT as so terminated, in the regular course
of business in the TERRITORY and on a royalty-free basis, distribute any stock
of goods used in providing the SERVICES or PRODUCTS (together with any manuals
in respect of such goods) remaining in its hands at the termination, cancelation
or expiration of this AGREEMENT, within a period of one month after the date of
termination, cancelation or expiration of this AGREEMENT, (B) for a period
of ten years after termination, cancelation or expiration of this AGREEMENT
(provided, that
such period may be extended upon reasonable request by LICENSEE and written
consent by LICENSOR, such consent not to be unreasonably withheld), LICENSEE
may, on the internet domain adopted by LICENSEE for its continuing business,
publish (1) an image of any PRODUCT installed prior to the date of termination,
cancelation or expiration of this AGREEMENT and a pdf version of any manuals
distributed in respect of such PRODUCT prior to termination, cancelation or
expiration of this AGREEMENT or (2) an image of any good distributed pursuant to
clause (A) and any manuals in respect of such good distributed within a period
of one month after termination, cancelation or expiration of this AGREEMENT;
provided that LICENSEE shall
indemnify LICENSOR in respect of any claims arising at any time, directly or
indirectly, from this clause (B) on the terms set forth in Section 13 (treating
such claims as having arisen in connection with LICENSEE’s performance under
this AGREEMENT), (C) LICENSEE shall not have any obligation to (or to cause its
sublicensees pursuant to Section 2(b) to) remove any TRADE SYMBOLS from
(1) any goods (or any manuals in respect of such goods) distributed pursuant to
clause (A) above, (2) any PRODUCTS installed prior to the date of termination,
cancelation or expiration of this AGREEMENT in any residence or place of
business of any former or current customer of LICENSEE or any of its SUBSIDIARIES,
whether such PRODUCTS are owned
by LICENSEE or any of its SUBSIDIARIES, by
such former or current customer or by a third party, or any manuals in respect
of such PRODUCTS that were distributed prior to termination, cancelation or
expiration of this AGREEMENT, or (3) any image of any PRODUCT and any
manual in respect of such PRODUCT published pursuant to clause (B) above and
(D) for a period of two years after termination, cancelation or expiration
of this AGREEMENT, LICENSOR shall, at LICENSEE’s expense, (x) cooperate with
LICENSEE to maintain registration of the BHS DOMAIN NAMES and use reasonable
efforts to redirect internet users that attempt to access any BHS DOMAIN NAME to
the domain name adopted by LICENSEE for its continuing business to replace such
BHS DOMAIN NAME that is provided by LICENSEE to LICENSOR in writing for this
purpose and (y) provide a link on the Brink’s website “xxx.xxxxxx.xxx” to up
to three websites to be adopted by LICENSEE for its continuing business that are
provided by LICENSEE to LICENSOR for this purpose, in each case pursuant to
arrangements reasonably satisfactory to LICENSOR and LICENSEE, provided that LICENSEE shall
indemnify LICENSOR in respect of any claims arising at any time, directly or
indirectly, from LICENSOR’s compliance with this clause (D) on the terms set
forth in Section 13 (treating such claims as having arisen in connection with
LICENSEE’s performance under this AGREEMENT). Notwithstanding any
provision herein to the contrary, this Subsection (h) shall survive the
termination, cancelation or expiration of this AGREEMENT.
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(i) LICENSEE
shall use reasonable best efforts to amend its Articles of Incorporation and
Bylaws (including by filing all documents necessary or otherwise reasonably
requested by LICENSOR), no later than the first shareholder meeting of LICENSEE
during the calendar year 2011, to the extent necessary to change its
corporate name to remove all references to the word “Brink’s”, or any derivation
or variation thereof, and each other TRADE SYMBOL (and any other term that is
confusingly similar to “Brink’s”). In furtherance of and without in
any way limiting the foregoing, LICENSEE shall include in the proxy statement
for its first meeting of shareholders scheduled to occur during the calendar
year 2011 (unless approved at an earlier shareholder meeting of LICENSEE) a
proposal to effect such change in LICENSEE’s corporate name and recommendation
that its shareholders approve such change.
(j) Notwithstanding
anything in this AGREEMENT to the contrary, following the termination,
cancelation or expiration of this AGREEMENT, none of LICENSEE, any SUBSIDIARY or
other AFFILIATE of LICENSEE or any agent, subcontractor, dealer, distributor or
other representative of LICENSEE or any such SUBSIDIARY sublicensed pursuant to
Section 2(b) shall have any right to use the word “Brink’s”, or any derivation
or variation thereof, or any of the other TRADE SYMBOLS licensed hereunder as
part of its corporate name.
(k) Notwithstanding
anything in this AGREEMENT to the contrary, at all times prior to termination,
cancelation or expiration of this AGREEMENT, BHS Inc. shall maintain, at
LICENSOR’s expense, its registration of each of the domain names listed in
Schedule A. Subject to the right of LICENSEE to (1) use email
addresses that use the domain name “xxxxxx.xxx” for the
term provided in the TRANSITION SERVICES AGREEMENT and (2) use the BHS
DOMAIN NAMES (in accordance with the terms and subject to the conditions of this
AGREEMENT), LICENSEE hereby grants LICENSOR exclusive access to, control over
and use of each of the domain names listed in Schedule A for any purpose
whatsoever on a royalty-free basis. At all times prior to
termination, cancelation or expiration of this AGREEMENT, LICENSOR agrees to
provide a link on the Brink’s website “xxx.xxxxxx.xxx” to up
to three websites to be adopted by LICENSEE for its continuing business, such
websites to be provided by LICENSEE to LICENSOR for this purpose, in each case
pursuant to arrangements reasonably satisfactory to LICENSEE and LICENSOR; provided that LICENSEE shall
indemnify LICENSOR in respect of any claims arising at any time, directly or
indirectly, from LICENSOR’s compliance with this sentence on the terms set forth
in Section 13 (treating such claims as having arisen in connection with
LICENSEE’s performance under this AGREEMENT). Notwithstanding any
provision herein to the contrary, the immediately preceding sentence shall
survive the termination, cancelation or expiration of this
AGREEMENT.
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6.
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License
Fees
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(a) LICENSEE
shall pay to LICENSOR, in consideration of the license granted to LICENSEE by
LICENSOR hereunder, a royalty of 1.25% of NET REVENUES, as hereinafter defined
(the “ROYALTY
AMOUNTS”). The ROYALTY AMOUNTS shall be payable quarterly with
respect to each fiscal quarter of LICENSEE ending after the DISTRIBUTION DATE
but on or before the last day of the first fiscal quarter of LICENSEE ending
after the termination, cancellation or expiration of this AGREEMENT.
(b) The
term NET REVENUES shall mean, in respect of any fiscal quarter of LICENSEE, the
amount reported by LICENSEE as “Revenues” for such fiscal quarter in its
financial statements filed with the SEC (or, if not so reported on or before the
date on which LICENSEE is required to render a statement of account with respect
to such fiscal quarter pursuant to Subsection 6(d), as determined in accordance
with GAAP and the requirements of the SEC applicable to quarterly reports on
Form 10-Q) less the provision for uncollectible accounts receivable for such
fiscal quarter (as set forth in such financial statements or so determined in
accordance with GAAP and such SEC requirements, as
applicable). Notwithstanding the immediately preceding sentence, (i)
in respect of the period beginning on the DISTRIBUTION DATE and ending on the
last day of the first fiscal quarter of LICENSEE ending after the DISTRIBUTION
DATE, the term NET REVENUES shall mean the NET REVENUES
(determined as provided in the first sentence of this Subsection) for the fiscal
quarter of LICENSEE during which the DISTRIBUTION DATE
occurred, multiplied by the number of days from (and including) the DISTRIBUTION
DATE to (and including) the last day of the first fiscal quarter of LICENSEE
ending after the DISTRIBUTION DATE, divided by the total number of days in such
fiscal quarter, and (ii) in respect of the first fiscal quarter of LICENSEE
ending after the termination, cancelation or expiration of this AGREEMENT, the
term NET REVENUES shall mean the NET REVENUES
(determined as provided in the first sentence of this Subsection) for the fiscal
quarter of LICENSEE during which such termination, cancellation or expiration
occurs, multiplied by the number of days in such fiscal quarter of LICENSEE
prior to such termination, cancellation or expiration, divided by the total
number of days in such fiscal quarter. Notwithstanding the foregoing,
NET REVENUES shall exclude the revenues of (i) any PERSON, or business unit
or division of any PERSON, acquired by LICENSEE or any SUBSIDIARY of LICENSEE
after the DISTRIBUTION DATE and (ii) any PERSON merged or consolidated with or
into LICENSEE or any SUBSIDIARY of LICENSEE after the DISTRIBUTION DATE solely
to the extent that, in the case of each of clauses (i) and (ii), (A) such
PERSON does not become a sublicensee of LICENSOR pursuant to Section 2(b),
(B) none of the TRADE SYMBOLS are used in connection with the sale of
PRODUCTS or provision of SERVICES by such PERSON, business unit or division and
(C) the operations of such PERSON, business unit or division after the date of
such acquisition, merger or consolidation are conducted separately from, and
remain sufficiently distinct from, the operations of LICENSEE and its
SUBSIDIARIES in existence prior to such acquisition, merger or consolidation
such that it is reasonable to conclude that the sale of PRODUCTS and provision
of SERVICES by such PERSON, business unit or division are not benefiting from
the use of the TRADE SYMBOLS by LICENSEE and its SUBSIDIARIES.
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(c) LICENSEE
shall maintain itemized, complete and accurate books of account with respect to
its performance under this AGREEMENT.
(d) LICENSEE
shall render to LICENSOR a statement of account, certified by a financial
officer of LICENSEE, of the NET REVENUES and computations of the ROYALTY AMOUNTS
for each fiscal quarter of LICENSEE (including the first fiscal quarter of
LICENSEE ending after the termination, cancelation or expiration of this
AGREEMENT) within 40 days after the end of such fiscal quarter. The
ROYALTY AMOUNTS determined to be due to LICENSOR hereunder with respect to each
fiscal quarter (or portion of the first fiscal quarter of LICENSEE ended after
the DISTRIBUTION
DATE or portion of the first fiscal quarter of LICENSEE ending after the
termination, cancelation or expiration of this AGREEMENT) shall be paid to
LICENSOR within 45 days after the end of such fiscal quarter.
(e) Notwithstanding
anything to the contrary contained herein, any payment that would otherwise be
due and payable to LICENSOR hereunder on a day that is not a BUSINESS DAY shall
not be due and payable until the first BUSINESS DAY after such day.
(f) In
the event that LICENSEE does not make any payment required under the provisions
of this AGREEMENT, including payments required after the termination,
cancelation or expiration of this AGREEMENT, to LICENSOR when due in accordance
with the terms hereof, LICENSOR shall, at its option, charge LICENSEE interest
on the unpaid amount at the rate of 2% per annum above the prime rate charged by
JPMorgan Chase Bank, N.A. (or its successor). LICENSEE shall keep
complete and accurate records of the sales of the SERVICES and PRODUCTS,
including all information relevant to the computation of the ROYALTY AMOUNTS due
hereunder. LICENSOR may review or may designate, at its expense, a
recognized firm of public accountants to review the accounts of LICENSEE to
determine whether proper accounting and payments have been made; provided, however, that if
there is an error in favor of LICENSEE in excess of 2% in computing such
accounting, all expenses in connection with such review shall be borne by
LICENSEE.
(g) All
payments due to LICENSOR hereunder shall be made to LICENSOR in United States
dollars at LICENSOR’s Treasurer’s office by wire transfer in immediately
available funds to an account specified by LICENSOR, or at such other place or
in such other manner as may be designated by LICENSOR in writing.
(h) Any
taxes, duties or imposts, other than income or profit taxes, assessed or imposed
upon the sums due hereunder to LICENSOR or upon or with respect to this
AGREEMENT, shall be borne and discharged by LICENSEE and no part thereof shall
be deducted from any amount payable to LICENSOR under any clause of this
AGREEMENT, said amounts to be net to LICENSOR, free of any and all deductions,
(other than for such income or profit taxes) except as otherwise provided
herein.
(i) Notwithstanding
any provision herein to the contrary, this Section 6 shall survive the
termination, cancelation or expiration of this AGREEMENT.
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7.
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Disclaimer of
Warranty
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While
LICENSOR believes that none of the TRADE SYMBOLS licensed hereunder will
infringe any rights, trademarks or other property interests owned by any other
PERSON,
LICENSOR does not warrant that any TRADE SYMBOLS do not or will not infringe on
any rights, trademarks or other property interests in any part of the
world. LICENSOR agrees to indemnify LICENSEE and its AFFILIATES and
each of their respective officers, directors, employees, contractors, agents,
dealers and representatives against, and to hold such persons harmless from, any
and all founded and unfounded claims, suits, losses, damages, liabilities, costs
and/or expenses, including reasonable attorneys’ fees, arising out of or in
connection with any infringement by any of the TRADE SYMBOLS, excluding the BHS
TRADE SYMBOLS, on any rights, trademarks or other property interests in any part
of the world. LICENSEE and LICENSOR shall equally share the costs of
all claims, suits, losses, damages, liabilities, costs and/or expenses,
including reasonable attorneys’ fees, made, brought or incurred prior to
termination, cancelation or expiration of this AGREEMENT arising out of any
infringement of any of the BHS TRADE SYMBOLS on any rights, trademarks or other
property interests in any part of the world (such costs, the “SHARED
COSTS”), and each of LICENSOR and LICENSEE shall indemnify the other, and
its AFFILIATES and each of their respective officers, directors, employees,
contractors, agents, dealers and representatives against, and hold such persons
harmless from, the portion of any SHARED COSTS
incurred by such persons in excess of 50% of such SHARED
COSTS. LICENSEE shall promptly notify LICENSOR in writing when
it becomes aware of any claim by any third party that any of the TRADE SYMBOLS
infringes any rights, trademarks or other property interests in any part of the
world.
|
|
8.
|
Term
|
This
AGREEMENT shall commence on the DISTRIBUTION DATE
and shall continue in force for a period of three years thereafter (the “TERM”) unless earlier
terminated as provided by any applicable law or in accordance with
Section 9.
|
|
9.
|
Termination
|
(a) LICENSEE
may terminate this AGREEMENT in its entirety on 30 days prior written notice to
LICENSOR.
(b) Either
party to this AGREEMENT shall have, in addition to any other rights and remedies
it may have, the right to terminate this AGREEMENT on ten days’ prior written
notice to the other, if the other party shall breach or default in the
performance of any material provision of this AGREEMENT; provided, however, that if it
is possible for such breach or default to be cured and the party receiving such
notice of termination shall cure such breach or default within a 30-day period
after receipt of such notice, then this AGREEMENT shall continue in full force
and effect.
(c) LICENSOR
shall have the right, notwithstanding any other provisions of this AGREEMENT,
and in addition to any other rights and remedies it may have, to terminate this
AGREEMENT forthwith and at any time if LICENSEE becomes insolvent; or if
LICENSEE files a petition in bankruptcy or insolvency; or if LICENSEE is
adjudicated bankrupt or insolvent; or if LICENSEE files any petition or answer
seeking reorganization, readjustment or arrangement of LICENSEE’s business under
any law relating to bankruptcy or insolvency; or if a receiver, trustee or
liquidator is appointed for any of the property of LICENSEE and within 60 days
thereof LICENSEE fails to secure a dismissal thereof; or if LICENSEE makes any
assignment for the benefit of creditors; or in the event of government
expropriation of a material portion of the assets of LICENSEE.
10
(d) If
LICENSEE shall fail to pay any financial obligation to LICENSOR incurred by it
under this AGREEMENT within
ten days after notice from LICENSOR, then LICENSOR shall have the right,
notwithstanding Subsection (b) of this Section 9 or any other provisions of this
AGREEMENT,
and in addition to any other rights and remedies it may have, to terminate this
AGREEMENT
forthwith.
(e) Notwithstanding
any other provision of this AGREEMENT, if any COMPETITOR is, or becomes, an
AFFILIATE of LICENSEE or merges or consolidates with or into LICENSEE, whether
or not such COMPETITOR is the surviving entity, then LICENSOR shall have the
right to terminate this AGREEMENT upon 180 days’ prior written notice to
LICENSEE.
(f) In
any event, no termination, cancelation or expiration of this AGREEMENT shall
prejudice the right of either party hereto to recover any payment due at the
time of termination, cancelation or expiration (or any payment accruing as a
result thereof), nor shall it prejudice any cause of action or claim of either
party hereto accrued or to accrue by reason of any breach or default by the
other party hereto.
|
|
10.
|
Confidentiality
|
This
AGREEMENT and the information provided to each party hereunder shall be subject
to the confidentiality provisions set forth in Sections 7.07 and 7.08 of the
SEPARATION AND DISTRIBUTION AGREEMENT.
|
|
11.
|
Exoneration from
Responsibility
|
None of
LICENSOR or its AFFILIATES or any of their respective officers, directors,
employees, agents, dealers, contractors or other representatives shall have any
responsibility for the provision of the SERVICES or use or marketing of the
PRODUCTS contemplated under this AGREEMENT or for any decisions that may be made
in connection therewith.
|
|
12.
|
Insurance
|
LICENSEE
agrees to maintain throughout the TERM and for at least three years after the
termination, cancelation or expiration of this AGREEMENT, at LICENSEE’s sole
cost and expense, Comprehensive General Liability insurance, including
contractual liability, product and completed operations and errors and omissions
liability on a worldwide basis and advertising liability, including coverage for
punitive damages to the extent permitted by applicable law, applicable to the
SERVICES and PRODUCTS covering both LICENSOR and LICENSEE and each of their
respective AFFILIATES for claims made anywhere in the world with at least a
Bodily Injury and Property Damage Liability Combined Single Limit of
11
U.S.
$50,000,000. Such policies shall name LICENSOR as an additional
insured and contain a broad form vendors endorsement in favor of such additional
insured. LICENSEE shall obtain such insurance from a qualified
insurance company (a) having an A-VIII rating from A.M. Best or (b) if
having less than an A-VIII rating from A.M. Best, reasonably satisfactory to
LICENSOR. LICENSEE shall deliver to LICENSOR (i) promptly after
execution of this AGREEMENT, a copy of such insurance policies, in effect as of
the DISTRIBUTION
DATE, evidencing such coverage and (ii) promptly after LICENSEE
obtains any new, renewal or replacement insurance policy required by this
Section 12 at any time after the DISTRIBUTION DATE,
a copy of such new, renewal or replacement insurance policy. All
insurance policies required by this Section 12 shall provide that such
insurance policies shall not be canceled, non-renewed, allowed to expire or
materially changed except on 60 days’ prior written notice to
LICENSOR. If LICENSEE shall fail to maintain any insurance required
by this Section 12, LICENSOR may obtain such insurance and charge the cost
thereof to LICENSEE or may treat such failure as a breach of a material
provision of this AGREEMENT. Notwithstanding any provision in this
AGREEMENT to the contrary, LICENSEE shall not grant any sublicenses under
Section 2(b) to any third party (other than a WHOLLY OWNED SUBSIDIARY) and shall
not otherwise enter into any arrangement whereby any agent, subcontractor,
dealer, distributor, representative of LICENSEE or other PERSON shall provide
SERVICES or PRODUCTS for or on behalf of LICENSEE or a WHOLLY OWNED SUBSIDIARY
unless (i) such agent, subcontractor, dealer, distributor, representative of
LICENSEE or other PERSON obtains insurance to the same extent that LICENSEE is
required to maintain insurance pursuant to this Section 12, which insurance
shall comply with all requirements applicable to the insurance that LICENSEE is
required to maintain pursuant to this Section 12, or (ii) the insurance policies
obtained by LICENSEE pursuant to this Section 12 provide coverage (including for
the benefit of LICENSOR) in respect of the activities of such agent,
subcontractor, dealer, distributor, representative of LICENSEE or other PERSON
as if such activities were being conducted by LICENSEE.
|
|
13.
|
Indemnification
|
LICENSEE
agrees to indemnify LICENSOR and its AFFILIATES and each of their respective
officers, directors, employees, contractors, agents, dealers and representatives
against, and to hold such persons harmless from, any and all founded and
unfounded claims, suits, damages, liabilities, losses, costs and/or expenses,
including reasonable attorneys’ fees, arising out of or in connection with
LICENSEE’s performance or failure to perform or any of its sublicensee’s
(pursuant to Section 2(b)) performance or failure to perform under this
AGREEMENT and/or for copyright infringement, patent infringement and/or unfair
competition caused by or arising out of the provision of the SERVICES and/or the
manufacture, use, marketing, advertising, distribution or sale of the
PRODUCTS. In addition, without limiting the foregoing, LICENSEE
agrees to indemnify LICENSOR and its AFFILIATES and each
of their respective officers, directors, employees, contractors, agents, dealers
and representatives against, and shall hold such persons harmless from, any and
all founded and unfounded claims, suits, damages, liabilities, losses,
consequential damages, costs and/or expenses, including attorneys’ fees, arising
out of or in connection with allegations that LICENSEE’s use or any of its
sublicensee’s (pursuant to Section 2(b)) use of the TRADE SYMBOLS constitutes
false, deceptive or misleading advertising. In addition, without
limiting the foregoing, LICENSEE agrees to indemnify LICENSOR and its AFFILIATES and each
of their respective officers, directors, employees, contractors, agents, dealers
12
and
representatives against, and shall hold such persons harmless from, any and all
founded and unfounded claims, suits, damages, losses, consequential damages,
liabilities, costs and/or expenses, including attorneys’ fees, arising out of
the sale, advertising, use, performance and/or alleged defects of the SERVICES
or PRODUCTS. LICENSEE will take all necessary steps to ensure that
(a) any claim tendered by LICENSOR to LICENSEE as described in
Section 5.06(a) of the SEPARATION AND DISTRIBUTION AGREEMENT for indemnity
and defense pursuant to this Section 13 and (b) any claim tendered by
any third party to LICENSEE for which LICENSOR would be indemnified pursuant to
this Section 13, in each case, is promptly and properly filed with
LICENSEE’s insurer in order to effect coverage for LICENSOR for such claim under
LICENSEE’s insurance policy(ies).
|
|
14.
|
Dispute
Resolution
|
All
disputes, controversies, and claims directly or indirectly arising out of or in
relation to this AGREEMENT or any
schedule hereto or the validity, interpretation, construction, performance,
breach or enforceability of this AGREEMENT or any
schedule hereto shall be finally, exclusively and conclusively settled in
accordance with the provisions of Article VIII of the SEPARATION AND
DISTRIBUTION AGREEMENT, which shall apply mutatis mutandis to this
Agreement.
|
|
15.
|
Miscellaneous
|
Except as
otherwise expressly set forth in this AGREEMENT, the provisions in
Article XI of the SEPARATION AND
DISTRIBUTION AGREEMENT (which Article XI addresses counterparts, entire
agreement, corporate power, governing law, assignability, third party
beneficiaries, notices, severability, force majeure, publicity, expenses,
headings, survival of covenants, waivers of default, specific performance,
amendments, interpretation, jurisdiction and service of process, currency and
late payments) other than the provisions thereof relating to assignability,
shall apply mutatis mutandis to this AGREEMENT.
|
|
16.
|
Independent
Contractor
|
(a) LICENSEE
is an independent contractor and nothing contained in this AGREEMENT shall
constitute LICENSEE or any sublicensee pursuant to Section 2(b), the agent or
the legal representative of LICENSOR for any purpose
whatsoever. LICENSEE is not granted any right or authority to assume
or create any obligation or responsibility, express or implied, on behalf of or
in the name of LICENSOR, or to bind LICENSOR in any manner, or with respect to
anything whatsoever. LICENSEE shall have, at its sole cost and
expense, the sole responsibility to comply with all laws relating to the
provision of the SERVICES and the manufacture and marketing of the
PRODUCTS.
|
|
17.
|
Assignment
|
Neither
this AGREEMENT nor any of the rights, licenses and obligations of LICENSEE
hereunder shall be assigned, conveyed, sublicensed (except as otherwise provided
in Section 2) or transferred in whole or in part by LICENSEE without
LICENSOR’s prior written consent; provided, however, that
LICENSEE may assign this AGREEMENT without the consent of LICENSOR to any third
party that acquires, by any means, including by merger or consolidation, assets
of LICENSEE or its SUBSIDIARIES, including EQUITY
13
INTERESTS in any
SUBSIDIARIES of LICENSEE, that constitute all or substantially all the
consolidated assets of LICENSEE and its SUBSIDIARIES that are used in connection
with the BHS BUSINESS (as
defined in the TRANSITION SERVICES
AGREEMENT); provided further, that if
LICENSEE effects an assignment to a COMPETITOR pursuant
to the foregoing proviso, LICENSOR shall have the right to terminate this
AGREEMENT upon 180 days’ prior written notice to
LICENSEE. Notwithstanding anything herein to the contrary, LICENSOR
agrees not to effect (or allow any of its SUBSIDIARIES to effect), or enter into
(or allow any of its SUBSIDIARIES to enter into) any agreement to effect, any
sale, transfer or other disposition by any means of assets constituting all or
substantially all the consolidated assets of LICENSOR and its SUBSIDIARIES to
any PERSON (other than LICENSOR or any of its SUBSIDIARIES) if the successor,
surviving or acquiring PERSON will not automatically succeed to the obligations
of LICENSOR under this AGREEMENT by operation of law, unless such PERSON agrees
in writing, for the benefit of LICENSEE, to assume the obligations of LICENSOR
hereunder. Any purported assignment in violation of this Section 17
shall be void and shall constitute a material breach of this
AGREEMENT. Except as expressly provided herein, this AGREEMENT shall
inure to the benefit of the parties hereto and their respective successors and
permitted assigns and the parties entitled to indemnification hereunder and no
other PERSON
shall have any right, obligation or benefit hereunder. The rights of
LICENSEE under the licenses granted pursuant to Section 2 in respect of any
TRADE SYMBOL shall continue in full force and effect after any transfer of such
TRADE SYMBOL by LICENSOR to a third party during the TERM, and LICENSOR agrees
that prior to any transfer of any TRADE SYMBOL LICENSOR shall obtain the
agreement of the transferee in a writing addressed to LICENSEE to be bound by
the licenses granted under this AGREEMENT with respect to such TRADE
SYMBOL. Further, in the event of an assignment of this AGREEMENT by
LICENSOR, to the extent LICENSOR retains ownership of any of the TRADE SYMBOLS,
the rights of LICENSEE under the licenses granted pursuant to Section 2 in
respect of such TRADE SYMBOLS shall continue in full force and effect after such
assignment.
14
IN
WITNESS WHEREOF, each of the parties hereto has caused this BRAND LICENSING
AGREEMENT to be executed and sealed by its duly authorized representative on the
date indicated.
|
BRINK’S
NETWORK, INCORPORATED,
|
|
|
by
|
|
| /s/ F. T. Lennon | |
|
Name: Xxxxx
X. Xxxxxx
|
|
|
Title:
Vice President
|
|
|
BRINK’S
HOME SECURITY HOLDINGS, INC.,
|
|
|
by
|
|
| /s/ Xxxxxx X. Xxxxx | |
|
Name: Xxxxxx X. Xxxxx
|
|
|
Acknowledged
and Agreed as to Sections 5(f) and 5(k):
|
||
|
by
|
||
| /s/ Xxxxxx X. Xxxxx | ||
|
Name:
Xxxxxx X. Xxxxx
|
||
|
Title:
President and Chief
ExecutiveOfficer
|
||
15
Schedule
A
|
I.
|
TRADEMARK
|
INTERNATIONAL
CLASS |
U.S.
REG. NO./APP. NO.
|
|
BRINK’S
|
35
|
529,622
|
|
|
BRINK’S
INCORPORATED
Oval
with Wings & Letter “B”
|
35
|
627,536
|
|
|
Oval
with Wings & Letter “B” & Money Box
|
36
|
643,998
|
|
|
Shield
With Wings & Letter “B”
|
36
|
754,329
|
|
|
BRINK’S
|
39
|
1,309,375
|
|
|
BRINKS
+ design
|
35,
36, 39
|
1,313,790
|
|
|
BRINKS
+ design
|
35
|
1,411,610
|
|
|
*BRINK’S
HOME SECURITY
|
35
|
1,412,587
|
|
|
AFFORDABLE
PROTECTION.
A
NAME YOU CAN TRUST.
|
35
|
1,578,050
|
|
|
BRINKS
+ design
|
9
|
App.
No. 76/689,349
|
|
|
A
TRUSTED NAME IN SECURITY SINCE 1859
|
|||
|
SECURITY
SINCE 1859
|
|||
|
DEPICTION
OF BRINK’S TRUCK
|
¶* BHS TRADE
SYMBOL
|
II.
|
TRADEMARK
|
CLASS
|
CANADA
REG./APP. NO.
|
|
BRINK’S
|
35,36,39
|
TMA316,696
|
|
|
BRINKS+D
|
35,36,37,49
|
TMA310,611
|
|
|
Shield
Design and Letter “B”
|
35,36,39,41
|
TMA281,451
|
|
|
MONEY
AND VALUABLES Wings
|
35,36
|
TMA133,222
|
|
|
*BRINK’S
HOME SECURITY
|
45
|
TMA450,039
|
|
|
*BRINK’S
HOME SECURITY
|
6,13,21
|
TMA506,613
|
|
|
*BRINKS
HOME SECURITY+D
|
6,13,21
|
TMA506,657
|
|
|
*BRINKS
HOME SECURITY+D
|
9
|
TMA541,336
|
* BHS
TRADE SYMBOL
|
III.
|
TRADE
NAME
|
|
*Brink’s
Business Security
|
|
|
*Brink’s
Home Technologies
|
|
|
*Brink’s
Home Security Canada
|
|
|
*Brink’s
Home Security Holdings
|
*
BHS TRADE SYMBOL
|
IV.
|
DOMAIN
NAMES
|
|
|
xxxxxxxxxxxxxxxxx.xxx
|
xxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxxxxx.xxx
|
xxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxx.xxx
|
xxxxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxx-xxxxx.xxx
|
xxxxxxxxxx.xxx
|
|
|
xxxxxx-xxxxx.xxx
|
xxxxxxxxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxx-xxxx.xxx
|
xxxxxxxxxxx.xxx
|
|
|
xxxxxx-xxxx.xxx
|
xxxxxxxxxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxx.xxx
|
xxxxxxxxxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxx.xxx
|
xxxxxxxxxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxx.xxx
|
xxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxx.xxx
|
xxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxxxxx.xxx
|
xxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxxxxx.xxx
|
xxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxxx.xxx
|
xxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxxx.xxx
|
xxxxxxxxxx.xxx
|
|
|
xxxxxxxxxx.xxx
|
xxxxxxxxxx.xxx
|
|
|
xxxxxxxxxx.xxx
|
xxxxxxxxxx.xxx
|
|
|
xxxxxxxxxx.xxx
|
xxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxx.xxx
|
xxxxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxx.xxx
|
xxxxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxxxxxxx.xxx
|
xxxxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxxxxxxx.xxx
|
xxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxxxxxxx.xxx
|
xxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxxxxxxxxx.xxx
|
xxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxxxxxxxxx.xxx
|
*xxxxxxxxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxx.xxx
|
*xxxxxxxxxxxxxxxxxxxxxx.xxx
|
|
|
*xxxxxxxxxxxxxxxxxxxxxx.xxx
|
xxxxxxxx.xxx
|
|
|
xxxxxxxxxxxx.xxx
|
xxxxxxxxxxxxxx.xxx
|
|
|
xxxxxxxxxxxx.xxx
|
xxxxxxxxxxx.xxx
|
|
|
*xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
|
*xxxxxxxxxxxxxxxxxx.xxx
|
|
|
*xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
|
xxxxxx.xxx
|
|
|
*xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
|
*xxxxxxxx.xxx
|
|
|
xxxxxx-xxxxx.xxx
|
xxxxxxxx.xxx
|
|
|
xxxxxx-xxxxx.xxx
|
xxxxxxxxxxxxxxxxxx.xxx
|
|
|
xxxxxx-xxxxx.xxx
|
xxxxxxxxxxxxxxxxxx.xxxx
|
|
|
*xxxxxxxxxx.xxx
|
*xxxxxxxxxxxx.xxx
|
|
| * BHS TRADE SYMBOL |
A-2
BRINK’S
A-3
