LICENSE AGREEMENT
Agreement effective as of this day of , 1997, between
X. Xxxx Price Associates, Inc. (hereinafter called "Price"), a corporation
organized and existing under the laws of the State of Maryland, with a principal
place of business at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, and Aetna Life
Insurance and Annuity Company (hereinafter called "Company"), a Connecticut
corporation whose principal offices are located at 000 Xxxxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxx.
WHEREAS, Price and Company have entered into a Subadvisory Agreement
dated as of for the purpose of engaging Price to manage the assets
of the X. Xxxx Price Growth Equity Portfolio, a series of Portfolio Partners,
Inc. ("Subadvisory Agreement"); and
WHEREAS, Price is the owner of the registered service xxxx and tradename
X. Xxxx Price and a service xxxx in a bighorn sheep design a copy of which is
attached hereto as Exhibit "1" (hereinafter, collectively the "Price
Trademarks"); and
WHEREAS, Company is desirous of using the Price Trademarks in connection
with distribution of prospectuses, sales literature and other promotional
material with information, including the Price Trademarks, printed in said
material (such material hereinafter called the "Promotional Material"); and
WHEREAS, Price is desirous of having the Price Trademarks used in
connection with the Promotional Material.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy thereof is hereby acknowledged,
and of the mutual promises hereinafter set forth, the parties hereby agree as
follows:
1. Price hereby grants to Company a non-exclusive, non-transferable
license to use the Price Trademarks in connection with the distribution of the
Promotional Material and Company accepts said license, subject to the terms and
conditions set forth herein.
2. Company acknowledges that Price is the owner of all right, title and
interest in the Price Trademarks and agrees that benefit of the use of the Price
Trademarks inures to Price, that it will do nothing inconsistent with the
ownership of the Price Trademarks by Price, and that it will not, now or
hereafter, contest any registration or application for registration of the Price
Trademarks by Price, nor will it, now or hereafter, aid anyone in contesting any
registration or application for registration of the Price Trademarks by Price.
3. Company agrees to use the Price Trademarks only in the form and
manner depicted in Exhibit 1 or otherwise approved in writing by Price and not
use any other trademark, service xxxx or registered trademark in connection with
Promotional Material offered under any of the Price Trademarks without prior
written approval by Price.
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4. Company agrees that it will place all necessary and proper notices
and legends in order to protect the interests of Price therein pertaining to the
Price Trademarks on the Promotional Material including, but not limited to,
common law trademark symbol; "TM", common law service xxxx symbol "SM", and
registered xxxx symbol "(R)". Company will place such symbols and legends on the
Promotional Material as requested by Price upon receipt of notice of same from
Price. Company will include a legend on the Promotional Material stating that
"[t]he xxxx X. Xxxx Price and the Bighorn Sheep logo are owned by X. Xxxx Price
Associates, Inc." The legend shall appear on the title verso page, front cover,
back cover or first page of the Promotional Material. The foregoing shall not
apply to the use of the name X. Xxxx Price in the prospectus.
5. Company agrees that its use of the Price Trademarks in any and all
Promotional Material distributed by the Company and or any of its affiliates
shall conform to the standards and guidelines established and communicated by
Price in respect of the use thereof.
6. Company agrees to cooperate with Price in facilitating Price s
control of the use of the Price Trademarks and of the quality of the Promotional
Material to permit reasonable inspection of samples of same by Price and to
supply Price with reasonable quantities of samples of the Promotional Material
upon request. Price, recognizing the time-sensitivity involved in the
publication of Promotional Material, agrees to use its best efforts to inspect
such Promotional Material in a timely fashion; the inspection period for which
shall not exceed five (5) business days from the receipt thereof.
7. Company shall comply in all material respects with all applicable
laws and regulations pertaining to the distribution of said Promotional
Material.
8. Company agrees to notify Price of any unauthorized use of the Price
Trademarks by others promptly in the event the Company obtains actual knowledge
of such unauthorized use. Price shall have the sole right and discretion to
commence actions or other proceedings for infringement, unfair competition or
the like involving the Price Trademarks and Company shall cooperate, at Price s
expense, in any such proceedings if so requested by Price.
9. This agreement shall continue in force until terminated by Price.
This agreement shall automatically terminate upon termination of the Subadvisory
Agreement. In addition, Price shall have the right to terminate this agreement
without cause at any time upon ninety days written notice to the Company. Within
ninety days after notice of such termination, Company agrees to cease all use of
the Price Trademarks and destroy, at the Company s expense, any and all
materials in its possession bearing the Price Trademarks. Notwithstanding the
foregoing, Price shall also have the right to terminate this agreement for cause
at any time upon written notice to the Company, and in such a case, Company
agrees that as soon as practicable, but in no event more than thirty days after
such termination, Company shall cease all use of the Price Trademarks and
destroy, at the Company expense, any and all materials in its possession bearing
the Price Trademarks. Company agrees that both during the term of this agreement
and upon termination all rights in the Price Trademarks and in the goodwill
connected therewith shall remain the property of Price. Notwithstanding the
foregoing, Company shall have the right to use the name "X. Xxxx Price Growth
Equity Portfolio" or any abbreviation thereof and to use the tradename "X. Xxxx
Price" in Promotional Material, if required to comply with federal securities
law disclosure requirements.
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10. Company shall indemnify Price and hold it harmless from and against
any loss, damage, liability, cost or expense of any nature whatsoever, including
without limitation, reasonable attorneys' fees and all court costs, arising
directly out of use of the Price Trademarks' by Company in a manner inconsistent
with the terms hereof. Price shall indemnify the Company and hold it harmless
from and against any loss, damage, liability, cost or expense of any nature
whatsoever, including without limitation, reasonable attorneys' fees and court
costs, arising directly out of its use of the Price Trademarks; provided,
however, that the Company shall not be entitled to indemnification for losses,
damages, liabilities, costs or expenses resulting from its use of a Price
Trademark in a manner inconsistent with the terms hereof.
11. In consideration for the promotion and advertising of Price as a
result of the distribution by Company of the Promotional Material, Company shall
not pay any monies as a royalty to Price for this license.
12. This agreement is not intended in any manner to modify the terms and
conditions of the Subadvisory Agreement. In the event of any conflict between
the terms and conditions herein and thereof, the terms and conditions of the
Subadvisory Agreement shall control.
13. This agreement shall be interpreted according to the laws of
Maryland.
IN WITNESS WHEREOF, the parties hereunto set their hands and seals, and
hereby execute this agreement, as of the date first above written.
X. XXXX PRICE ASSOCIATES, INC.
BY: ___________________________________
TITLE: ________________________________
DATE: _________________________________
AETNA LIFE INSURANCE AND ANNUITY COMPANY
BY: __________________________________
TITLE: ________________________________
DATE: _________________________________
