Service Xxxx License Agreement
SERVICE XXXX LICENSE AGREEMENT, dated as of March 20, 1996 among each of
Xxxxxxx, Xxxxxxx & Xxxxx, Inc. ("Xxxxxxx"), American Association of Retired
Persons ("AARP"), on the one hand, and each of AARP Cash Investment Funds, AARP
Growth Trust, AARP Income Trust, and AARP Tax Free Income Trust (individually, a
"Trust", and collectively, the "Trusts"), on the other hand.
W I T N E S S E T H :
WHEREAS, Xxxxxxx and AARP Financial Services Corp., a wholly-owned
subsidiary corporation of AARP, are general partners of AARP/Xxxxxxx Financial
Services Company (the "Partnership"), pursuant to a partnership agreement, dated
as of October 9, 1984 (the "Partnership Agreement");
WHEREAS, Xxxxxxx, AARP and the Partnership have entered into an investment
company service agreement, dated as of October 9, 1984 (the "Investment Company
Service Agreement");
WHEREAS, Xxxxxxx and each Trust have entered into an Investment Management
Agreement dated as of February 1, 1994 (collectively, the "Management
Agreements");
WHEREAS, Xxxxxxx has assigned all of its right, title and interest in the
"Xxxxxxx" and "Xxxxxxx, Xxxxxxx & Xxxxx" names and marks (hereinafter being
referred to both individually and collectively as the "Xxxxxxx Marks"), to
Xxxxxxx Trust Company ("STC"), a subsidiary of Xxxxxxx, which are now being used
in connection with a wide variety of investment management and advisory services
performed by Xxxxxxx and with investment company activities conducted by
investment companies advised and managed by Xxxxxxx;
WHEREAS, STC has granted an exclusive license to Xxxxxxx to use and
sublicense the Xxxxxxx Marks;
WHEREAS, AARP is the owner of various service marks including but not
limited to "The American Association of Retired Persons" and "AARP" (hereinafter
being referred to both individually and collectively as the "AARP Marks"), which
are now being used in connection with a wide variety of services sponsored by
AARP and offered by AARP to its membership;
WHEREAS, each of the Trusts wishes to use the Xxxxxxx Marks and AARP Marks
in connection with its business as an investment company in connection with
various financial services and financial products (the "Business") throughout
the United States of America (the "Territory"), and is willing to comply with
Xxxxxxx'x and AARP's quality standards and other conditions hereinafter set
forth; and
WHEREAS, Xxxxxxx and AARP are respectively willing to grant to each of the
Trusts the non-exclusive right to use the Xxxxxxx Marks and AARP Marks upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and conditions contained herein, it is agreed as follows:
ARTICLE I
Subject to the conditions herein set forth, each of Xxxxxxx and AARP hereby
grants to each of the Trusts a royalty-free, non-exclusive and non-transferable
license to use, respectively, the Xxxxxxx Marks and AARP Marks as service marks
in connection with the Business in the Territory. In the case of the Xxxxxxx
Marks, the license granted herein is a sublicense as permitted by STC. The
licenses granted hereby do not include the right to sub-license.
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ARTICLE II
Each of the Trusts acknowledges the exclusive right of Xxxxxxx as exclusive
licensee, and the exclusive ownership by STC and AARP, of the Xxxxxxx Marks and
AARP Marks, respectively, and the validity of the Xxxxxxx Marks and AARP Marks
and of any registrations obtained respectively by Xxxxxxx or AARP therefor. Each
of the Trusts agrees that it will never contest, either directly or indirectly,
the exclusive rights of Xxxxxxx as exclusive licensee, and exclusive ownership
by STC and AARP, of the Xxxxxxx Marks or AARP Marks. To the extent, if any, that
any rights to the Xxxxxxx Marks or AARP Marks might otherwise be deemed to
accrue to any of the Trusts by operation of law by virtue of such Trust's use of
the Xxxxxxx Marks or AARP Marks while this license shall be in effect (or for
any other reason), it is hereby agreed that all such rights will revert
respectively to STC and AARP on termination of this Agreement. Each of the
Trusts agrees that it will not use or encourage its representatives, agents or
shareholders to use any word or symbol confusingly similar to the Xxxxxxx Marks
or AARP Marks or make use of the Xxxxxxx Marks or AARP Marks other than in
accordance with the provisions of this Agreement. Each of the Trusts
acknowledges that it has no rights in the Xxxxxxx Marks or AARP Marks or any
goodwill associated therewith, other than those set forth herein. All uses to be
made by the Trusts of the Xxxxxxx Marks and AARP Marks in the Territory shall
inure to the benefit of STC and AARP, respectively.
ARTICLE III
All rights granted to each of the Trusts under this Agreement are subject
to the condition that each of Xxxxxxx and AARP be reasonably satisfied at all
times that such Trust is conforming to high standards of ethics, prudence and
integrity in the operation of its business as an investment company and to such
other reasonable standards and specifications as may be set by Xxxxxxx and XXXX,
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with respect to the Xxxxxxx Marks and AARP Marks, respectively, and communicated
to each of the Trusts from time to time.
ARTICLE IV
Each of the Trusts shall use the Xxxxxxx Marks and AARP Marks only in
accordance with recognized good service xxxx and trademark practice and shall
not use them in such a manner as to affect adversely the validity of the
registrations or applications for registration of the Xxxxxxx Marks or AARP
Marks, as the case may be, or the exclusive rights of Xxxxxxx as exclusive
licensee, or exclusive ownership by STC and AARP thereof or so as to depreciate
the goodwill attached thereto. Each of the Trusts agrees that it shall at its
expense include notices of the rights of STC and AARP, respectively, to the
Xxxxxxx Marks or AARP Marks or any other information or notices that may be
required by law or by Xxxxxxx or AARP on any document or other item bearing any
of the Xxxxxxx Marks or AARP Marks over which such Trust has control. Each of
the Trusts agrees at its expense to take all measures which Xxxxxxx or AARP may
require to avoid any confusion of the Xxxxxxx Marks or AARP Marks with any other
trademarks or service marks owned or used by such Trust.
Each of the Trusts shall submit to Xxxxxxx and AARP, respectively, upon
their written request, free of charge, and in the manner specified by them,
representative samples of any agreements, stationery, forms, advertisements,
brochures, documents or any other items of any nature whatsoever which bear any
of the Xxxxxxx Marks or AARP Marks and which are used by such Trust.
ARTICLE V
Each of the Trusts shall promptly notify Xxxxxxx or AARP, as the case may
be, of any charge of service or trademark infringement, unfair trade competition
or service or trademark dilution made against such Trust or its representatives
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as the result of the use respectively of the Xxxxxxx Marks or AARP Marks
licensed herein, and Xxxxxxx or AARP, as the case may be, will assume the
defense and expense of proceedings pursuant to any such charge. Each of the
Trusts agrees to cooperate with Xxxxxxx and AARP in any such proceedings,
including without limitation, allowing Xxxxxxx or AARP, as the case may be, to
carry on litigation in such Trust's name on behalf of Xxxxxxx or AARP, as the
case may be.
ARTICLE VI
Each of Xxxxxxx and AARP may assign its respective rights and obligations
under this Agreement with respect to any or all of the Xxxxxxx Marks or AARP
Marks to any party to which it assigns, respectively, any of its rights in the
Xxxxxxx Marks or AARP Marks. No Trust shall assign any of its respective rights
or obligations under this Agreement, and any attempt to assign shall be void.
ARTICLE VII
This Agreement shall terminate upon the termination of any of the
Management Agreements, the Partnership Agreement or the Investment Company
Service Agreement, or if STC terminates Xxxxxxx'x license to the Xxxxxxx Marks.
Each of the Trusts, within 60 days after receipt of notice of any such
termination, unless otherwise agreed to by Xxxxxxx as to the Xxxxxxx Marks or by
AARP as to the AARP Marks, shall cease making any further use of any of the
Xxxxxxx Marks or AARP Marks or any xxxx confusingly similar thereto and shall,
at its expense, delete the Xxxxxxx Marks and AARP Marks from all media,
including forms, advertisements, stationery, brochures and documents, in which
they appear, within such 60 day period.
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ARTICLE VIII
Neither of Xxxxxxx or AARP makes any warranties in connection with the
Xxxxxxx Marks or AARP Marks. Each of Xxxxxxx and AARP in its sole discretion may
cease its use of, and terminate its rights to, one or more of, respectively, the
Xxxxxxx Marks or AARP Marks without penalty, and each of Xxxxxxx and AARP agree
to promptly notify each of the Trusts of its respective intention to do so. Each
of Xxxxxxx and AARP in its sole discretion may adopt new service marks.
ARTICLE IX
This Agreement shall be governed by the laws of the State of New York. The
parties hereto agree that all matters of dispute that are to be settled by
litigation, negotiation or arbitration at any time by reason of the terms of
this Agreement shall be negotiated, tried, litigated, conducted and/or
arbitrated, as the case may be, in New York, New York.
ARTICLE X
This instrument shall constitute the entire agreement between the parties
with respect to the use of the Xxxxxxx Marks and AARP Marks. Modifications of
this Agreement may be effected only by a written instrument signed by all
parties.
IN WITNESS WHEREOF, Xxxxxxx, AARP and each of the Trusts have caused this
Agreement to be executed by their duly authorized officers or representatives.
XXXXXXX, XXXXXXX & XXXXX, INC.
By /s/Xxxxx X. Xxx
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Title: Managing Director
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AMERICAN ASSOCIATION OF RETIRED
PERSONS
By /s/Xxxxxx X. Xxxxx
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Title: Xxxxxx X. Xxxxx
Executive Director
AARP CASH INVESTMENT FUNDS
By /s/Xxxxx X. Xxxxxxxx
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Title: President
AARP GROWTH TRUST
By /s/Xxxxx X. Xxxxxxxx
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Title: President
AARP INCOME TRUST
By /s/Xxxxx X. Xxxxxxxx
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Title: President
AARP TAX FREE INCOME TRUST
By /s/Xxxxx X. Xxxxxxxx
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Title: President
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