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EXHIBIT 10(R)
TRADE NAME AND TRADEMARK LICENSE AGREEMENT
TRADE NAME AND TRADEMARK LICENSE AGREEMENT ("License Agreement") effective
as of November 1, 1995 between ITT CORPORATION, a Delaware corporation ("ITT
Corporation"), and ITT MANUFACTURING ENTERPRISES, INC., a Delaware corporation
("ITT Enterprises") (collectively the "Parties").
RECITALS
WHEREAS, in order to carry out the Distribution (as hereinafter defined)
approved by the Board of Directors and by the shareholders of ITT Corporation
whereby the holders of the shares of common stock of ITT Corporation will
receive all of the outstanding shares of common stock of ITT Destinations (as
hereinafter defined) and all the outstanding shares of common stock of ITT
Hartford (as hereinafter defined), it is necessary for these companies to enter
into agreements for the continued right and license to use the "ITT" company
name, trade name, trademark and service xxxx;
WHEREAS, ITT Corporation is the owner of the company and trade name "ITT"
and of the trademark and the service xxxx "ITT", and of all rights worldwide in
such name and marks and the goodwill associated therewith;
WHEREAS, ITT Corporation will assign effective November 2, 1995 this
License Agreement to ITT Destinations along with the right, title, and interest
in the "ITT" name and marks, and the registrations, registration applications
and goodwill associated therewith;
WHEREAS, ITT Destinations will assign effective immediately prior to the
Effective Time (as hereinafter defined) this License Agreement to ITT Sheraton
(as hereinafter defined) along with the right, title, and interest in the "ITT"
name and marks, and the registrations, registration applications and goodwill
associated therewith;
WHEREAS, ITT Enterprises is a wholly owned Subsidiary of ITT Corporation
and will be a wholly owned Subsidiary of ITT Industries (as hereinafter defined)
following the Distribution;
WHEREAS, ITT Industries, its predecessors and its Subsidiaries (as each
hereinafter defined) have expended and will in the future expend time and money
in advertising and promoting the "ITT" name and marks in connection with
conducting the ITT Industries Business (as hereinafter defined) for the mutual
benefit of the Parties;
WHEREAS, ITT Enterprises and its Subsidiaries currently have the right to
use and desire to continue to have the right to use "ITT" as part of their
company names and trade names and as a trademark and service xxxx in connection
with conducting the ITT Industries Business; and
WHEREAS, ITT Corporation is willing to formally grant a license to ITT
Enterprises, with the right to grant certain sublicenses to ITT Industries and
its Subsidiaries, to continue to use the ITT name and marks in connection with
conducting the ITT Industries Business and otherwise as set forth herein.
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NOW, THEREFORE, in consideration of the mutual agreements, undertakings and
covenants herein, the Parties hereby agree as follows:
ARTICLE I. DEFINITIONS
Section 1.01 General. As used in this License Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):
(a) "Distribution Agreement" shall mean the Distribution Agreement to
be entered into by ITT Corporation, ITT Destinations, and ITT Hartford
relating to the distribution of the shares of ITT Destinations and ITT
Hartford to the holders of ITT Corporation Common Stock.
(b) "Distribution" shall mean the distribution on the Distribution
Date to holders of record of shares of ITT Corporation Common Stock as of
the Distribution Record Date of (i) the ITT Destinations Common Shares
owned by ITT Corporation on the basis of one ITT Destinations Common Share
for each outstanding share of ITT Corporation Common Stock and (ii) the ITT
Hartford Common Shares owned by ITT Corporation on the basis of one ITT
Hartford Common Share for each outstanding share of ITT Corporation Common
Stock.
(c) "Distribution Date" shall mean such date as may hereafter be
determined by ITT Corporation's Board of Directors as the date on which the
Distribution shall be effected.
(d) "Distribution Record Date" shall mean such date as may hereafter
be determined by ITT Corporation's Board of Directors as the record date
for the Distribution.
(e) "Effective Time" shall mean 11:59 p.m., New York time, on the
Distribution Date.
(f) "ITT Corporation" shall mean ITT Corporation, a Delaware
corporation and its predecessor Maryland corporation up to the Effective
Time (to be merged thereafter into ITT Indiana, Inc., an Indiana
corporation which will be renamed ITT Industries, Inc.).
(g) "ITT Destinations" shall mean ITT Destinations, Inc., a Nevada
corporation, to be renamed "ITT Corporation" immediately prior to the
Effective Time.
(h) "ITT Destinations Business" shall mean the principal businesses
and operations conducted by ITT Destinations and its Subsidiaries on the
Distribution Date, such businesses being the hospitality, entertainment,
information and educational services as specifically described in Exhibit
A1 annexed hereto and, in addition, shall also mean the Closely Related
Businesses described in Exhibit A1, provided that ITT Destinations Business
does not include the ITT Industries Business or the ITT Hartford Business.
(i) "ITT Hartford" shall mean ITT Hartford Group, Inc., a Delaware
corporation.
(j) "ITT Hartford Business" shall mean the principal businesses and
operations conducted by ITT Hartford and its Subsidiaries on the
Distribution Date, such businesses being the insurance services in the
fields of property, casualty, life and reinsurance as specifically
described in Exhibit A1 annexed hereto and, in addition, shall also mean
the Closely Related Businesses described in Exhibit A2, provided that ITT
Hartford Business does not include the ITT Industries Business or the ITT
Destinations Business.
(k) "ITT Industries" shall mean ITT Industries, Inc., an Indiana
corporation and the legal successor after the Distribution to ITT
Corporation as defined in Section 1.01(f).
(l) "ITT Industries Business" shall mean the principal businesses and
operations conducted by ITT Industries and its Subsidiaries on the
Distribution Date, such businesses being the design, manufacture, sale, and
servicing of the automotive products, defense products, electronic
component products, fluid handling products and management services for
military and space satellite launch facilities as specifically described in
Exhibit A3 annexed hereto and, in addition, shall also
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mean the Closely Related Businesses described in Exhibit A3, provided that
ITT Industries Business does not include the ITT Destinations Business or
the ITT Hartford Business.
(m) "ITT Industries Expanded Business" shall mean any businesses not
included in the ITT Industries Business, the ITT Hartford Business or the
ITT Destinations Business, except as specifically precluded by Sections
2.12 and 2.13.
(n) "ITT Industries Design Xxxx" shall mean the worldwide rights to
the trademark and service xxxx consisting of the letters "ITT" in a
stylized form that may be selected by ITT Enterprises and used by ITT
Enterprises and ITT Enterprises Sublicensees pursuant to Section 2.05 of
this License Agreement.
(o) "ITT Sheraton" shall mean ITT Sheraton Corporation, a Delaware
corporation.
(p) "ITT Logo" shall mean the worldwide rights to the stylized
trademark and service xxxx shown in Exhibit B annexed hereto together with
all registrations thereof and all applications thereof now or hereafter
filed or obtained, and the goodwill associated therewith.
(q) "ITT Marks" shall mean the worldwide right to (i) the ITT Logo;
(ii) the ITT Industries Design Xxxx; and (iii) all other trademarks and
service marks consisting of the letters "ITT", together with all
registrations thereof and all applications thereof now or hereafter filed
or obtained, and the goodwill associated therewith.
(r) "ITT Name" shall mean the worldwide rights to that portion of any
company and trade name consisting of the letters "ITT" and the goodwill
associated therewith.
(s) "Licensor" shall mean (i) effective as of November 1, 1995, ITT
Corporation, (ii) effective as of November 2, 1995, ITT Destinations, and
(iii) effective as of immediately prior to the Effective Time and
thereafter, ITT Sheraton.
(t) "Permitted Manner of Use" shall mean (i) use of ITT Marks, except
the ITT Industries Design Xxxx, in accordance with any and all legal
requirements and also with Licensor's policy and style standards as
currently existing and as may be reasonably amended from time to time by
Licensor; (ii) use of the ITT Industries Design Xxxx in accordance with any
and all legal requirements, with the guidelines set forth in the ITT
Industries Graphic Standards Manual governing the proper use of such ITT
Industries Design Xxxx, and with the provisions of Section 2.05 of this
License Agreement; and (iii) use of the ITT Name in accordance with any and
all legal requirements and with the guidelines set forth in Exhibit D1
annexed hereto.
(u) "Phaseout Period" shall be a period of one and one-half (1 1/2)
years from the termination of this License Agreement during which period
all use of the ITT Name and ITT Marks by ITT Enterprises and/or the ITT
Enterprises Sublicensees (as hereinafter defined), as the case may be,
shall be phased out in accordance with the provisions of this License
Agreement.
(v) "Proxy Statement" shall mean the Proxy Statement sent to the
holders of shares of ITT Common Stock in connection with the Distribution,
including any amendment or supplement thereto.
(w) "Subsidiary" shall mean any corporation, partnership, joint
venture or other entity of which a Party or Licensor, directly or
indirectly owns an interest sufficient to elect a majority of the Board of
Directors (or persons performing similar functions) (irrespective of
whether at the time any other class or classes of ownership interests of
such corporation, partnership or other entity shall or might have such
voting power upon the occurrence of any contingency). Irrespective of this
definition and for purposes of this License Agreement, Madison Square
Garden, L.P. and ITT-Dow Xxxxx Television, and their respective
Subsidiaries will be deemed Subsidiaries of ITT Destinations and,
immediately prior to the Effective Time and thereafter, ITT Destinations
and its Subsidiaries will be deemed Subsidiaries of ITT Sheraton.
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(x) "ITT Enterprises Sublicensee" shall mean:
(i) ITT Industries and any Subsidiary of ITT Industries in
existence as of, or acquired or formed after, the Distribution Date; or
(ii) any direct or indirect affiliate of ITT Industries in which
ITT Industries owns at least 40% of such affiliate if the remaining
ownership is held by a single third party or at least 25% of such
affiliate if the remaining ownership is held by more than one third
party and in which ITT Industries, through its control, can exercise a
veto over major decisions of such affiliate,
provided that the business of any such Subsidiary or affiliate is solely
within the field of the ITT Industries Business and/or the ITT Industries
Expanded Business and that ITT Enterprises grants a formal sublicense to
such Subsidiary or affiliate pursuant to Section 2.03 hereof.
(y) "Major Subsidiaries" shall mean the subsidiaries of ITT Industries
set forth in Exhibit E annexed hereto.
(z) "Change in Control" shall mean any one of the following events:
(i) a report on Schedule 13D shall be filed with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities Exchange
Act of 1934 (the "Act") disclosing that any person (within the meaning
of Section 13(d) of the Act) other than ITT Industries or an ITT
Industries Subsidiary or any employee benefit plan sponsored by ITT
Industries or an ITT Industries Subsidiary is the beneficial owner
directly or indirectly of twenty percent (20%) or more of the
outstanding Common Stock of ITT Industries;
(ii) any person (within the meaning of Section 13(d) of the Act)
other than ITT Industries or an ITT Industries Subsidiary or any
employee benefit plan sponsored by ITT Industries or an ITT Industries
Subsidiary shall purchase shares pursuant to a tender offer or exchange
offer to acquire any Common Stock of ITT Industries (or securities
convertible into such Common Stock), for cash, securities or any other
consideration, provided that after consummation of the offer, the person
in question is the beneficial owner (as such term is defined in Rule
13d-3 under the Act) directly or indirectly of fifteen percent (15%) or
more of the outstanding Stock of ITT Industries (calculated as provided
in paragraph (d) of Rule 13d-3 under the Act in the case of rights to
acquire Common Stock);
(iii) the stockholders of ITT Industries shall approve (a) any
consolidation or merger of ITT Industries in which ITT Industries is not
the continuing or surviving corporation or pursuant to which shares of
Common Stock of ITT Industries would be converted into cash, securities
or other property, other than a merger of ITT Industries in which
holders of Common Stock of ITT Industries immediately prior to the
merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger as immediately
before, or (b) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially
all the assets of ITT Industries; or
(iv) there shall have been a change in a majority of the members of
the Board of Directors of ITT Industries within a 12-month period unless
the election or nomination for election by ITT Industries stockholders
of each new director during such 12-month period was approved by the
vote of two-thirds of the directors then still in office who were
directors at the beginning of such 12-month period.
ARTICLE II. LICENSES
Section 2.01 Grant of Licenses to Use the ITT Marks. Licensor hereby
grants to ITT Enterprises, during the term of this License Agreement, a
personal, non-assignable (except as otherwise provided in this License
Agreement), non-transferable, worldwide license to use, with the right to grant
sublicenses solely to ITT Enterprises Sublicensees as provided for in Section
2.03 hereof to use, the ITT Marks, except
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for the ITT Industries Design Xxxx which license will be granted pursuant to the
provisions of Section 2.05 herein, in accordance with the applicable Permitted
Manner of Use (i) on an exclusive basis for the ITT Industries Business and (ii)
on a non-exclusive basis for the ITT Industries Expanded Business.
Section 2.02 Grant of Licenses to Use the ITT Name. Licensor hereby
grants to ITT Enterprises, during the term of this License Agreement, a
personal, non-assignable (except as otherwise provided in this License
Agreement), non-transferable, worldwide license to use, with the right to grant
sublicenses solely to ITT Enterprises Sublicensees as provided for in Section
2.03 hereof to use, the ITT Name in their company names and in their trade or
popular names in accordance with the Permitted Manner of Use (i) on an exclusive
basis for the ITT Industries Business, and (ii) on a non-exclusive basis for the
ITT Industries Expanded Business. Licensor during the term of this Agreement
will not use, nor grant a license to any third party to use those company names
in the exact form listed in Exhibit C annexed hereto, subject to all other
provisions of this License Agreement. The form of using the ITT Name in the
company and trade names as set forth in Exhibit C annexed hereto is hereby
approved for purposes of granting the aforementioned sublicenses. The form of
using the ITT Name in the company and trade names of an ITT Enterprises
Sublicensee which is acquired or formed after the Distribution Date shall be
subject to Licensor's approval, which approval shall not be unreasonably
withheld. If the proposed company and/or trade name use in conjunction with the
ITT Name is solely descriptive of a business within the scope of the ITT
Industries Business and (i) not objectionable from a legal standpoint, and (ii)
not likely to create confusion with a field of business of the ITT Destinations
Business or ITT Hartford Business, or a name used by a business of ITT Hartford
or ITT Destinations, then Licensor shall not object to the proposed company
and/or trade name. In the event that Licensor objects to any such form of using
the ITT Name, it shall give written notice of its objections to and consult with
ITT Enterprises in a good faith effort to resolve any such objections. Any such
approved name shall thereafter be deemed to be included in Exhibit C annexed
hereto. ITT Industries and its Subsidiaries shall not have the right to use "ITT
Corporation" or any company or trade name substantially identical thereto.
Section 2.03 Sublicenses. Each sublicense granted by ITT Enterprises to
an ITT Enterprises Sublicensee shall: (i) be in writing; (ii) specifically
require the ITT Enterprises Sublicensee to agree to comply with and observe the
terms and conditions of this License Agreement; and (iii) require the ITT
Enterprises Sublicensee to acknowledge its obligations to Licensor by executing
an agreement in the form annexed hereto as Exhibit F, which shall then be
forwarded to Licensor or its designee by ITT Enterprises.
Section 2.04 Prohibited Uses of ITT Name and ITT Marks. Neither ITT
Enterprises, nor any of the ITT Enterprises Sublicensees shall use the ITT Name
or ITT Marks for any product or service, or with or for any entity, in the ITT
Destinations Business or the ITT Hartford Business.
Section 2.05 ITT Industries Design Xxxx. Within one and one-half (1 1/2)
years of the Distribution Date, ITT Enterprises may select an ITT Industries
Design Xxxx that will be owned by Licensor. The ITT Industries Design Xxxx shall
be subject to approval by Licensor. As part of the selection and submittal of
the ITT Industries Design Xxxx for approval, ITT Enterprises shall prepare and
submit to Licensor, for review and comment, the proposed ITT Industries Graphic
Standards Manual, which Manual shall be consistent with Licensor's policy and
style standards, governing the proper use of the ITT Industries Design Xxxx by
ITT Enterprises and the ITT Enterprises Sublicensees. All use of the ITT
Industries Design Xxxx shall conform to the requirements of such Graphic
Standards Manual. Upon approval, the ITT Industries Design Xxxx will be deemed
licensed under Section 2.01 hereof. Licensor during the term of this License
Agreement will not use, nor grant a license to any third party to use, the
identical design of such ITT Industries Design Xxxx. Once an ITT Industries
Design Xxxx is selected and approved by Licensor, the ITT Industries Design Xxxx
shall not be altered, provided however ITT Enterprises may periodically
modernize the ITT Industries Design Xxxx so long as such xxxx as modernized
creates the same commercial impression and does not diminish the goodwill
thereof. Any registrations of the ITT Industries Design Xxxx shall be in
accordance with Section 3.07 herein.
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Section 2.06 Expansion of Licenses. All requests for an expansion of
license rights granted under Sections 2.01, 2.02 and 2.05 shall be made by ITT
Enterprises in writing to Licensor. Licensor may grant or deny such requests in
its sole discretion. For purposes of this Section 2.06, expansion of license
rights shall mean a right to use the ITT Name and/or the ITT Marks: (i) within
the scope of the ITT Industries Business and/or ITT Industries Expanded Business
by an ITT Enterprises Sublicensee after it ceases to be a Subsidiary of ITT
Industries; or (ii) outside or within the scope of the ITT Industries Business
or ITT Industries Expanded Business by ITT Enterprises or the ITT Enterprises
Sublicensees if a Change of Control of ITT Industries occurs. For the purpose of
this License Agreement, any expansion of rights granted pursuant to this Section
2.06 shall thereafter be deemed to be within the ITT Industries Expanded
Business and subject to any reasonable limitations imposed by Licensor.
Notwithstanding Section 2.06(i), ITT Enterprises may extend the rights
previously granted to an ITT Enterprises Sublicensee under Sections 2.01, 2.02
or 2.05 for a period of at least one and one-half (1 1/2) years ("Extension
Period") after such ITT Enterprises Sublicensee ceases to be a Subsidiary of ITT
Industries, provided that such former ITT Industries Subsidiary will not be an
ITT Enterprises Sublicensee for purposes of Article VIII of this License
Agreement, but shall agree to remain an ITT Enterprises Sublicensee pursuant to
Section 2.03 hereof for all other purposes, including Section 3.01 hereof, and
further provided that any Agreement Disputes (as defined in Section 8.01(a)
hereof) may be resolved in any manner deemed appropriate in the sole discretion
of Licensor. With respect to the ITT Industries Design Xxxx, such Extension
Period may be extended by ITT Enterprises for an additional one (1) year period
without approval by Licensor, and beyond the one (1) year period with approval
by Licensor which approval shall not be unreasonably withheld. ITT Enterprises
may also extend the sublicense to the former Subsidiary to use beyond the
Extension Period tooling that molds one or more of the ITT Marks in the products
during manufacture, provided such tooling is in regular use at the commencement
of the Extension Period and is retired from use at the end of the customary
replacement cycle for such tooling.
Section 2.07 Conversion to Exclusive Rights. In the event Licensor, its
Subsidiaries, ITT Enterprises, or the ITT Enterprises Sublicensees shall have a
bona fide intention to materially expand their operations in a field of activity
within the ITT Industries Expanded Business, then (i) ITT Enterprises may
request that its rights to use the ITT Name and the ITT Marks in such field of
activity be exclusive, or (ii) Licensor may request that ITT Enterprises release
its rights to such field of activity. For the purposes of this Section 2.07,
"materially expand" shall mean the plan to invest at least Forty Million
($40,000,000) U.S. Dollars for acquisition of a business with current operations
within such field of activity or the bona fide plan to expand into such a
business within such field of activity. All such requests shall (i) be in
writing, (ii) be provided to the other Party to this License Agreement and to
the General Counsel of ITT Hartford, (iii) describe the specific field of
activity to be commenced, and (iv) state the amount of the proposed investment.
Within twenty (20) days of providing such notice, the General Counsel of
Licensor, ITT Industries and ITT Hartford shall meet to consider the request.
The request shall be granted if and only if, and upon such terms and conditions
(e.g., territory), as all three General Counsel shall approve. If granted, the
new field of activity shall be deemed to be within ITT Destinations Business or
ITT Industries Business, as appropriate, and further subject to Sections 2.11
and 3.09 of this License Agreement. As used herein, exclusive rights shall not
prevent either Licensor, ITT Industries or ITT Hartford or their Subsidiaries or
Sublicensees from using the ITT Name or the ITT Marks (except the ITT Industries
Design Xxxx) anywhere for any products or services outside the field of activity
for which the exclusive rights are granted under this Agreement, even if such
products or services are related or are shipped, sold or offered in the same
channels of trade or sold to the same customers.
Section 2.08 Reduction of Licenses. In the event ITT Enterprises and/or
ITT Enterprises Sublicensees shall abandon their use of the ITT Name or one or
more of the ITT Marks for all or a portion of the ITT Industries Business, then
the scope of the exclusive rights granted in Sections 2.01, 2.02 and 2.05 with
respect to such abandoned ITT Name or ITT Marks shall be reduced by an amount
equal to the scope of the ITT Industries Business so abandoned. For purpose of
this Section 2.08, abandonment shall mean the failure of ITT Enterprises and its
sublicensed Major Subsidiaries to use the ITT Name or one or more of the ITT
Marks for a period of two (2) years, any such period to commence only after the
Distribution Date, except that should ITT Enterprises or a new ITT Enterprises
Sublicensee revive use in the activity
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previously abandoned, then the reduced exclusive rights shall be expanded
commensurate with the scope of the revived use, subject to any intervening
licenses or rights granted by or entered into or then being negotiated by
Licensor.
Section 2.09 Quality Standards. In view of the status of the Parties
immediately prior to the Distribution Date as one company, each Party's intimate
knowledge with standards and procedures for assuring consistent quality,
Licensor's knowledge of the standards and procedures used in the ITT Industries
Business, the integrity of ITT Industries Business and its history of
trouble-free goods and services, Licensor adopts ITT Industries Business quality
standards and ITT Enterprises and the ITT Enterprises Sublicensees agree to
maintain such standards and procedures to assure the consistent quality of its
goods and services. ITT Enterprises and the ITT Enterprises Sublicensees shall
not materially lower such quality standards without the prior written approval
of Licensor.
Section 2.10 Inspections and Samples. Should Licensor have reason to
believe based on information available to it that the quality standards referred
to in Section 2.09 have not been maintained then, at the request of Licensor,
ITT Enterprises and the ITT Enterprises Sublicensees shall permit a
knowledgeable independent expert or consultant specifically retained by Licensor
to have reasonable access to their premises and personnel during normal working
hours and shall furnish or permit inspection of, at Licensor's request and
without charge to Licensor or to such expert or consultant, product samples,
cartons, containers, packaging, wrapping and service materials bearing or used
in connection with the ITT Name and/or the ITT Marks for the purpose of ensuring
that ITT Enterprises and the ITT Enterprises Sublicensees are complying with
such quality standards. Any information obtained during such inspection and
provided to Licensor shall be limited to that which is necessary to ensure
compliance with such quality standards.
Section 2.11 Advertising, Packaging and Labels. ITT Enterprises and the
ITT Enterprises Sublicensees shall furnish, at Licensor's request and without
charge, to Licensor or to its authorized designee(s) samples of each type of
promotional and advertising material or the like to be used in connection with
any products or services offered by ITT Enterprises and the ITT Enterprises
Sublicensees and bearing or used in connection with the ITT Marks.
Section 2.12 Third Party Rights. ITT Enterprises and the ITT Enterprises
Sublicensees acknowledge that the rights granted by Licensor under Sections
2.01, 2.02, 2.05 and 2.06 are subject to all pre-existing third party rights,
obligations and restrictions as of the Distribution Date.
Section 2.13 Intervening Third Party Rights. Notwithstanding Section 2.01
(ii), Licensor shall be free to grant exclusive rights hereafter to a third
party to use the ITT Name and ITT Marks, except for the ITT Industries Design
Xxxx, for use with a business within the ITT Industries Expanded Business,
provided that ITT Industries has not given notice to Licensor prior thereto that
it has commenced operations in the identical business. In the event that ITT
Industries gives notice to Licensor that it or an ITT Industries Sublicensee is
operating in a specific business within the ITT Industries Expanded Business,
Licensor shall not thereafter grant any rights to a third party to use the ITT
Name or ITT Marks in the identical specific business.
Section 2.14 Rights to Enter Businesses. Nothing in this License
Agreement shall preclude ITT Industries, ITT Destinations, ITT Hartford nor any
of their respective subsidiaries or affiliates from operating in any business
provided neither the ITT Name nor the ITT Marks are used in such business.
Section 2.15 Abandonment by Licensor. In the event Licensor and its
Subsidiaries abandon completely their use of the ITT Name and the ITT Marks for
a two (2) year period, then ITT Enterprises has the right to obtain ownership of
the ITT Name and the ITT Marks and all licenses with respect thereto at fair
market value and on mutually agreed terms and conditions. As part of any such
transfer of the ITT Name and ITT Marks to ITT Enterprises, ITT Enterprises shall
agree not to use nor permit others to use for a period of five (5) years after
such transfer the ITT Name and the ITT Marks in the ITT Destinations Business
and in any other business that ITT Destinations has entered into prior to any
such transfer. During such five (5) year period, Licensor and its Subsidiaries
shall have the right to revive its use and
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license the use of the ITT Name and/or the ITT Marks on a paid-up, royalty-free,
exclusive, worldwide basis (exclusive of the ITT Industries Design Xxxx) on an
exclusive basis for the ITT Destinations Business, and a nonexclusive basis for
any businesses not included in the ITT Industries Business or the ITT Hartford
Business.
"Use" of the ITT Name or the ITT Marks as used in this Section 2.15 or as
used in Section 2.08 herein shall mean the bona fide use of the ITT Name or the
ITT Marks made in the ordinary course of trade and not made merely to reserve a
right in such Name or Marks.
ARTICLE III. UNDERTAKINGS
Section 3.01 Indemnification by ITT Enterprises. ITT Enterprises and the
ITT Enterprises Sublicensees hereby agree to indemnify and defend Licensor and
its Subsidiaries and their respective employees, officers, directors, and agents
and shall hold each of them harmless from any and all claims, demands, suits,
actions, damages, and judgments brought or obtained by a third party ("Claims"),
of whatever type or kind (excluding only such claims or legal action as may
arise under Sections 3.02 and 4.02 respectively) arising out of:
(a) any use of the ITT Name or the ITT Marks by ITT Enterprises or the
ITT Enterprises Sublicensees, including, without limitation, product
liability or personal injury Claims; or
(b) any breach by ITT Enterprises or the ITT Enterprises Sublicensees
of any of the terms and conditions of this License Agreement;
provided Licensor shall cooperate with, and assist, ITT Enterprises with respect
to any such Claim by (i) promptly notifying ITT Enterprises of any such Claim,
(ii) agreeing to be defended by counsel of ITT Enterprises' choice and to any
reasonable settlement proposed by ITT Enterprises, (iii) promptly providing to
ITT Enterprises any reasonably requested documents in its possession, custody,
or control, and (iv) making its personnel familiar with the facts available to
ITT Enterprises, except that ITT Enterprises shall reimburse Licensor for any
out-of-pocket travel, lodging, and subsistence expenses necessarily and
reasonably incurred by Licensor in effecting such cooperation.
Section 3.02 Indemnification by Licensor. Licensor and its Subsidiaries
hereby agree to indemnify and defend ITT Enterprises and the ITT Enterprises
Sublicensees and their respective employees, officers, directors, and agents and
shall hold each of them harmless from any and all claims, demands, suits,
actions, damages, and judgments brought or obtained by a third party ("Claims"),
of whatever type or kind (excluding only such claims or legal action as may
arise under Section 3.01) arising out of:
(a) any use of the ITT Name or the ITT Marks, excluding the ITT
Industries Design Xxxx, by Licensor or its Subsidiaries (excluding ITT
Industries, ITT Hartford and their Subsidiaries) including, without
limitation, product liability or personal injury Claims; or
(b) any breach by Licensor or its Subsidiaries of any of the terms and
conditions of this License Agreement;
provided ITT Enterprises shall cooperate with, and assist, Licensor with respect
to any such Claim by (i) promptly notifying Licensor of any such Claim, (ii)
agreeing to be defended by counsel of Licensor's choice and to any reasonable
settlement proposed by Licensor, (iii) promptly providing to Licensor any
reasonably requested documents in its possession, custody, or control, and (iv)
making its personnel familiar with the facts available to Licensor, except that
Licensor shall reimburse ITT Enterprises for any out-of-pocket travel, lodging,
and subsistence expenses necessarily and reasonably incurred by ITT Enterprises
in effecting such cooperation and assistance.
Section 3.03 Defense of Infringement Claims. Licensor further agrees to
defend ITT Enterprises and/or any ITT Enterprises Sublicensee to the extent that
any and all demands, suits, or actions ("Claims") solely arise out of an
assertion or claim that the use of the ITT Name or ITT Marks, excluding the ITT
Industries Design Xxxx, by ITT Enterprises or the ITT Enterprises Sublicensees
pursuant to the
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terms of this License Agreement infringes the trade names or trademarks of a
third party, provided, ITT Enterprises shall cooperate with, and assist,
Licensor with respect to any such Claim by (i) promptly notifying Licensor of
any such Claim, (ii) agreeing to be defended by counsel of Licensor's choice,
except that if a third party should institute a legal action against ITT
Enterprises and/or an ITT Enterprises Sublicensee involving their alleged
infringement of a third party xxxx based on their use of an ITT Xxxx in the ITT
Industries Business then choice of counsel and the control of the legal action
shall be mutual between ITT Enterprises and Licensor, and to any reasonable
settlement proposed by Licensor, (iii) promptly providing to Licensor any
reasonably requested documents in its possession, custody, or control, and (iv)
making its personnel familiar with the facts available to Licensor. The costs
associated with any such defense shall be borne equally by Licensor and ITT
Enterprises.
Section 3.04 Phase-Out. Licensor agrees not to grant a license during the
Phaseout Period to any third party after any termination of this License
Agreement to use the ITT Name or the ITT Marks in the field of activity of the
ITT Industries Business, except in the case of an abandonment as specified in
the last sentence of Section 2.08 herein.
Section 3.05 Absence of ITT Enterprises Interest in ITT Marks. ITT
Enterprises and the ITT Enterprises Sublicensees agree that nothing herein shall
give ITT Enterprises or the ITT Enterprises Sublicensees any right, title or
interest in the ITT Name or the ITT Marks apart from the rights to use, and to
sublicense the use, granted or to be granted hereunder and to retain any
remuneration resulting therefrom, all such right, title and interest, including
but not limited to rights of registration, maintenance and enforcement, being
solely with Licensor. The ITT Name and the ITT Marks are the sole property of
Licensor, and any and all uses by ITT Enterprises of the ITT Name or of the ITT
Marks shall inure to the benefit of Licensor. In no event shall such use be
deemed or construed to have created or vested any right, title or interest
whatever in and to ITT Enterprises. To the extent that any jurisdiction shall
find for any reason as a matter of law or otherwise that such use has vested in
ITT Enterprises or its Subsidiaries any right, title or interest in or to the
ITT Name or the ITT Marks, ITT Enterprises and its Subsidiaries, upon the
request of Licensor, shall execute and deliver to Licensor, without charge,
appropriate assignments to vest such rights, title and interest in Licensor.
Except for use of the ITT Name or ITT Marks, Licensor agrees that any other
symbol, word, color or design used by ITT Enterprises or the ITT Enterprises
Sublicensees to identify themselves or their products are not subject to the
terms and conditions of this Agreement unless specifically stated otherwise.
Section 3.06 ITT Name and ITT Marks Not Contested. ITT Enterprises and
the ITT Enterprises Sublicensees agree not to raise or cause to be raised any
questions concerning or objections to the validity of the ITT Name or the ITT
Marks in any jurisdiction, or to any registrations thereof or applications
therefor, or to the sole proprietary rights of Licensor thereto, on any grounds
whatsoever.
Section 3.07 Filing, Registration or Use of Names, Trademarks and Service
Marks. ITT Enterprises and the ITT Enterprises Sublicensees agree not to:
(a) file, apply to register or register the ITT Name or the ITT Marks,
alone or in combination with any other word or device or symbol or any
name, xxxx, term, script or device colorably similar thereto, except if,
as, when, and to the extent as may be expressly consented to in writing in
advance by Licensor in specific instances;
(b) use the ITT Name or the ITT Marks in conjunction or in combination
with any other name, xxxx, term, script or device whatever, except as
specifically set forth in Article 11, or if, as and to the extent approved
in writing in advance by Licensor; and
(c) use the ITT Name or the ITT Marks in any jurisdiction, or any
name, xxxx, term, script or device colorably similar thereto, except as
specifically permitted under this License Agreement.
At the request of ITT Enterprises, Licensor shall file registration
applications and maintain any such applications and registrations issued thereon
for the ITT Name and ITT Marks for activities within the ITT Industries Business
or the ITT Industries Expanded Business. Any expenses incurred by Licensor in
connection with registering or maintaining registrations of the ITT Name or the
ITT Marks for the ITT
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Industries Business or for or on behalf of ITT Enterprises and/or the ITT
Enterprises Sublicensees for the ITT Industries Expanded Business, and expenses
incurred in connection with proving or establishing use for the purpose of trade
name or trademark registration or maintenance of the ITT Name or ITT Marks for
the ITT Industries Business or ITT Industries Expanded Business, shall be
reimbursed by ITT Enterprises.
Section 3.08 Injunctive Relief Upon Termination. ITT Enterprises and the
ITT Enterprises Sublicensees agree that should ITT Enterprises and/or the ITT
Enterprises Sublicensees, upon any termination in whole or in part of this
License Agreement, fail to cease use of the ITT Name and the ITT Marks, as
appropriate, in accordance with the provisions of Article VI hereof, such
failure will result in immediate and irreparable injury to Licensor and, in
addition to any provable damages and the right to the costs and expenses of any
litigation, Licensor shall be entitled to equitable relief by way of temporary
and permanent restraining orders and injunctions and such other further relief
as any court with jurisdiction may deem just and proper without the necessity of
posting a bond.
Section 3.09 Other Licensor Licenses. Subject to Section 2.13 and the
exact form of company names set forth in Exhibit C hereto, nothing in this
License Agreement shall be construed to limit the right of Licensor to use, or
to grant a license to any entity or person to use the ITT Name or the ITT Marks
anywhere for any products or services, or in connection with any activities
outside the ITT Industries Business even if such entity or person competes with
ITT Enterprises or the ITT Enterprises Sublicensees, or its products or services
are shipped, sold or offered in the same channels of trade as those of ITT
Enterprises or the ITT Enterprises Sublicensees.
Section 3.10 Execution of Documents. At Licensor's request, ITT
Enterprises and the ITT Enterprises Sublicensees agree to assist Licensor in the
procurement or maintenance of any filings or registrations for the ITT Name or
ITT Marks in any jurisdiction by providing any information available from ITT
Enterprises and the ITT Enterprises Sublicensees and executing any documents
necessary therefor. The rights granted or to be granted hereunder to ITT
Enterprises or the ITT Enterprises Sublicensees shall be recorded in any
jurisdiction where such recordation is required by statute or in the sole
discretion of Licensor is advisable, and ITT Enterprises and the ITT Enterprises
Sublicensees shall extend to Licensor their full cooperation in filing and
completing any such recordation.
ARTICLE IV. INFRINGEMENT BY THIRD PARTIES
Section 4.01 Infringement by Third Parties. Upon discovery by ITT
Enterprises or by an ITT Enterprises Sublicensee, ITT Enterprises shall notify
Licensor of any adverse uses confusingly similar or otherwise damaging to the
ITT Name and/or ITT Marks, but shall take no other action of any kind with
respect thereto except by the express prior written authorization of Licensor.
The determination of whether or not legal action shall be taken in any case
shall lie exclusively with and at the sole discretion of Licensor except that if
such adverse use is in the same field of activity as the ITT Industries
Business, ITT Enterprises may, by such notice, require that Licensor institute
and reasonably pursue legal action.
Section 4.02 Costs of Legal Action. In the event that Licensor is
required to institute legal action pursuant to the notice under Section 4.01,
the costs of any such legal action shall be borne by ITT Enterprises. In the
event that Licensor is not so required, but decides to institute legal action
and such confusingly similar or otherwise damaging use is primarily or
exclusively within the field of activity of the ITT Industries Business, the
costs of any such legal action shall be shared equally by ITT Enterprises and by
Licensor. In all such circumstances, Licensor may bring suit in its own name and
in the name of ITT Enterprises or the ITT Enterprises Sublicensees, with choice
of counsel and control of the legal action by Licensor in close coordination and
consultation with ITT Enterprises. All other legal actions for third party
infringements instituted by Licensor shall be at the expense and under the
control of Licensor. ITT Enterprises and the ITT Enterprises Sublicensees shall
cooperate with and assist Licensor in any such suit by promptly providing any
reasonably requested documents in their possession, custody, or control, and by
making their personnel familiar with the facts available to Licensor and
otherwise, without charge.
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Section 4.03 Resolution of Legal Action. In the event that threatened or
actual legal action by Licensor results in a settlement or resolution that
provides damages or other monies to Licensor and/or ITT Enterprises and the ITT
Enterprises Sublicensees, such monies shall first be used to reimburse the
Parties for their respective costs of such legal action. Any remaining damages
or other monies after reimbursement of the aforesaid costs shall be retained by
Licensor, except that any remaining damages assessed as lost profits of ITT
Enterprises or any ITT Enterprises Sublicensee shall be paid to ITT Enterprises
and any remaining damages assessed as royalties shall be shared equally by ITT
Enterprises and Licensor.
Section 4.04 Legal Action Involving the ITT Industries Design
Xxxx. Notwithstanding the foregoing Sections 3.03, 4.01, 4.02 and 4.03, if ITT
Enterprises or an ITT Enterprises Sublicensee shall discover any adverse use
confusingly similar or otherwise damaging to the ITT Industries Design Xxxx, or
if a third party should institute legal action against ITT Enterprises and/or an
ITT Enterprises Sublicensee based solely on their use of the ITT Industries
Design Xxxx, then ITT Enterprises shall notify Licensor in either event. ITT
Enterprises may decide in the case of any such adverse use whether to institute
legal action and in all such circumstances shall have the choice of counsel and
control of any legal action in close consultation with Licensor and the cost of
any such action shall be borne by ITT Enterprises. Any elements of a settlement
of any such legal action involving ownership rights of or restrictions on the
right to use the ITT Industries Design Xxxx shall require approval of Licensor.
Any damages or other monies that result from resolution of any such legal action
shall be at the expense of or be retained by ITT Enterprises. Notwithstanding
the foregoing Section 4.04, if ITT Enterprises does not institute legal action
against such adverse use within sixty (60) days of such notification to
Licensor, or prior to that time shall notify Licensor in writing that ITT
Enterprises does not intend to institute such legal action, then the provisions
of Sections 3.03, 4.01, 4.02 and 4.03 shall apply.
ARTICLE V. TERMINATION
Section 5.01 Change of Control. In the event that there is a Change of
Control of ITT Industries without the prior written consent of Licensor pursuant
to Section 2.06 hereof, then this License Agreement may be terminated by
Licensor. In the event ITT Enterprises gives notice to Licensor of a Change of
Control and Licensor does not object to such Change of Control within forty-five
(45) days of receipt of such notice, then it shall be deemed that Licensor shall
have granted an expansion of the license pursuant to Section 2.06(ii) hereof.
However, in the event there is a Change of Control of ITT Industries as defined
in Section 1.01(z)(iii) which has been approved in advance by the Board of
Directors of ITT Industries and Licensor has refused to grant an expansion of
licenses pursuant to Section 2.06 hereof then, in such event, (i) the license
grants under Sections 2.01, 2.02, 2.03 and 2.05 hereof shall thereafter only
apply to ITT Enterprises and those ITT Enterprises Sublicensees that were in
existence as of the Distribution Date and any ITT Enterprises Sublicensee formed
thereafter in which ITT Industries has made an investment of at least forty (40)
million U.S. dollars in cash expenditures prior to the date of such Change of
Control ("Intervening ITT Industries Sublicensee"); (ii) the scope of the
license grants under Sections 2.01, 2.02, 2.03 and 2.05 hereof shall be limited
to the ITT Industries Business and the business conducted by and sublicensed to
such Intervening ITT Industries Sublicensee; (iii) Licensor in its sole
discretion may decline to grant further approvals pursuant to Section 2.02
herein for any form of using the ITT Name in company and trade names for ITT
Enterprises Sublicensees and all approved forms of using the ITT Name shall not
thereafter be modified; and (iv) if an ITT Industries Design Xxxx has been
selected and is in use pursuant to Sections 2.01 and 2.05 herein, then all
existing rights for ITT Enterprises and ITT Enterprises Sublicensees to use the
ITT Logo will be terminated and ITT Enterprises shall take all necessary steps
to cease all use of the ITT Logo by it and by the ITT Enterprises Sublicensees.
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ARTICLE VI. TERM AND EFFECT OF TERMINATION
Section 6.01 License Term. This License Agreement shall continue unless
sooner terminated pursuant to other provisions hereof, until ITT Enterprises
gives written notice of an intent to terminate this License Agreement effective
six (6) months thereafter.
Section 6.02 Effect of Termination. Upon the termination of this License
Agreement, except in the case of termination for abandonment pursuant to Section
2.08, ITT Enterprises and the ITT Enterprises Sublicensees during the Phaseout
Period shall phase out all use of the ITT Name and the ITT Marks. By the end of
the Phaseout Period ITT Enterprises and the ITT Enterprises Sublicensees shall
fully discontinue all use of the ITT Marks and the ITT Name.
Following termination of this License Agreement, ITT Enterprises and the
ITT Enterprises Sublicensees shall:
(i) continue, without any time limitation, to indemnify and hold
harmless Licensor (including subsidiaries, affiliates, employees, officers,
directors, agents or anyone connected with it in any way) pursuant to
Section 3.01 hereof; and
(ii) within thirty (30) days thereafter, account to Licensor and make
any such compensation payments as may be due or called for under Section
4.02 herein up to and including the effective date of termination of this
License Agreement.
Licensor and its Subsidiaries shall continue, for a period of two (2)
years, to indemnify and hold harmless ITT Enterprises and ITT Enterprises
Sublicensees (including subsidiaries, affiliates, employees, officers,
directors, or agents) pursuant to Section 3.02 hereof.
ARTICLE VII. REPRESENTATIONS AND WARRANTIES
Section 7.01 Absence of Other Warranties and Representations. Other than
as specifically set forth herein, neither Party, nor any of their Subsidiaries
makes any representations or warranties including, without limitation, any
statement with respect to the validity, enforceability or coverage of the ITT
Name and ITT Marks, with or without respect to the ITT Industries Business or
the ITT Industries Expanded Business.
ARTICLE VIII. DISPUTE RESOLUTION
Section 8.01 Disputes. The general counsels of the relevant parties shall
negotiate in good faith for a reasonable period of time to settle any:
(a) dispute or claim arising out of, in connection with, or in
relation to the interpretation, performance, non-performance or validity of
this License Agreement or otherwise arising out of, or in any way related
to this License Agreement, including, without limitation, any claim based
on contract, tort, statute or constitution (collectively, "Agreement
Disputes"); or
(b) any breach of any provision of this License Agreement by ITT
Enterprises or ITT Enterprises Sublicensees, other than a Change of Control
as set forth in Section 5.01 or by Licensor, provided the breach has not
been cured within ninety (90) days after receipt of notice of such breach
("Uncured Breach").
Section 8.02 Arbitration. If after such reasonable period such general
counsel are unable to settle such Agreement Dispute or Uncured Breach (and in
any event after 60 days have elapsed from the time the relevant parties began
such negotiations), such Agreement Dispute or Uncured Breach shall be
determined, at the request of any relevant party, by arbitration conducted in
New York City, before and in accordance with the then-existing Rules for
Commercial Arbitration of the American Arbitration Association (the "Rules"),
and any judgment or award rendered by the arbitrator shall be final, binding and
nonappealable (except upon grounds specified in 9 U.S.C. Section 10(a) as in
effect on the date
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hereof), and judgment may be entered by any state or Federal court having
jurisdiction thereof in accordance with Section 9.14 hereof. Unless the
arbitrator otherwise determines, the pre-trial discovery of the then-existing
Federal Rules of Civil Procedure and the then-existing Rules 46 and 47 of the
Civil Rules for the United States District Court for the Southern District of
New York shall apply to any arbitration hereunder. Any controversy concerning
whether an Agreement Dispute or an Uncured Breach is an arbitrable Agreement
Dispute, whether arbitration has been waived, whether an assignee of this
License Agreement is bound to arbitrate, or as to the interpretation of
enforceability of this Article shall be determined by the arbitrator. The
arbitrator shall be a retired or former judge of any United States District
Court or Court of Appeals or such other qualified person as the relevant parties
may agree to designate, provided such individual has had substantial
professional experience with regard to settling sophisticated commercial
disputes. The Parties intend that the provisions to arbitrate set forth herein
be valid, enforceable and irrevocable. The designation of a situs or a governing
law for this License Agreement or the arbitration shall not be deemed an
election to preclude application of the Federal Arbitration Act, if it would be
applicable. In his award the arbitrator shall allocate, in his discretion, among
the Parties to the arbitration all costs of the arbitration, including, without
limitation, the fees and expenses of the arbitrator and reasonable attorneys'
fees, costs and expert witness expenses of the Parties. The undersigned agree to
comply with any award made in any such arbitration proceedings that has become
final in accordance with the Rules and agree to the entry of a judgment in any
jurisdiction upon any award rendered in such proceedings becoming final under
the Rules. The arbitrator shall be entitled, if appropriate, to award any remedy
in such proceedings, including, without limitation, monetary damages, specific
performance and all other forms of legal and equitable relief; provided,
however, the arbitrator shall not be entitled to award punitive damages.
Section 8.03 Injunctions. In the event the Arbitrator should find that
ITT Enterprises or the ITT Enterprises Sublicensees or Licensor have breached
this License Agreement, then the Arbitrator may order specific performance of
the provisions so breached. Should ITT Enterprises or the ITT Enterprises
Sublicensees or Licensor not so specifically perform, then the Parties recognize
that the damage caused thereby to either Party would be irreparable and not
adequately compensable by monetary damages, and that either Party may
immediately seek and be entitled to an injunction by a Federal Court having
jurisdiction thereof, without the requirement of posting a bond or other
security.
ARTICLE IX. MISCELLANEOUS
Section 9.01 Complete Agreement; Construction. This License Agreement,
including the Exhibits, together with the Distribution Agreement, and the other
Ancillary Agreements (as defined in the Distribution Agreement) shall constitute
the entire agreement between the Parties with respect to the subject matter
hereof and shall supersede all previous negotiations, commitments and writings
with respect to such subject matter. Notwithstanding any other provisions in
this License Agreement to the contrary, in the event and to the extent that
there shall be a conflict between the provisions of this License Agreement as it
relates to the ITT Name and ITT Marks, and the provisions of the Distribution
Agreement or the IP Agreement, this License Agreement shall control.
Section 9.02 Counterparts. This License Agreement may be executed in one
or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more such counterparts have
been signed by each of the Parties and delivered to the other party.
Section 9.03 Survival of Agreement. Except as otherwise contemplated by
this License Agreement, all covenants and agreements of the Parties contained in
this License Agreement shall survive the Distribution Date.
Section 9.04 Notices. All notices and other communications hereunder
shall be in writing and hand delivered or mailed by registered or certified mail
(return receipt requested) or sent by any means of electronic message
transmission with delivery confirmed (by voice or otherwise) to the Parties at
the
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following addresses (or at such other addresses for a party as shall be
specified by like notice) and will be deemed given on the date on which such
notice is received:
To Licensor:
ITT Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
To ITT Manufacturing Enterprises, Inc.:
ITT Manufacturing Enterprises, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
with copy to:
ITT Industries, Inc.
0 Xxxx Xxx Xxx Xxxx
Xxxxx Xxxxxx, XX 00000
Attn: General Counsel
Section 9.05 Waivers. The failure of either Party to require strict
performance by the other Party of any provision in this License Agreement will
not waive or diminish that Party's right to demand strict performance thereafter
of that or any other provision hereof.
Section 9.06 Amendments. This License Agreement may not be modified or
amended except by an agreement in writing signed by the Parties.
Section 9.07 Assignment. This License Agreement shall not be assignable,
in whole or in part, directly or indirectly, by ITT Enterprises except to ITT
Industries without the prior written consent of Licensor, and any attempt to
assign any rights or obligations arising under this License Agreement without
such consent shall be void. This License Agreement may be assigned by Licensor
to ITT Destinations or any other company which hereafter owns the ITT Marks and
ITT Name.
Section 9.08 Successors and Assigns. The provisions of this License
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the Parties and their respective successors and permitted assigns.
Section 9.09 Termination. This License Agreement may be terminated at any
time prior to the Distribution by and in the sole discretion of Licensor without
the approval of ITT Enterprises or the shareholders of Licensor. In the event of
such termination, no party shall have any liability of any kind to any other
party.
Section 9.10 Subsidiaries. ITT Enterprises hereby guarantees the
performance of the ITT Enterprises Sublicensees under the terms and conditions
of this License Agreement.
Section 9.11 Third Party Beneficiaries. This License Agreement is solely
for the benefit of the Parties hereto and the ITT Enterprises Sublicensees and
should not be deemed to confer upon third parties any remedy, claim, liability,
reimbursement, claim of action or other right in excess of those existing
without reference to this License Agreement.
Section 9.12 Title and Headings. Titles and headings to sections herein
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.
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Section 9.13 Governing Law. This License Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts executed in and to be performed in that State.
Section 9.14 Consent to Jurisdiction. Without limiting the provisions of
Article VIII hereof each of the Parties irrevocably submits to the jurisdiction
of (a) the Supreme Court of the State of New York, New York County, and (b) the
United States District Court for the Southern District of New York, for the
purposes of any suit, action or other proceeding arising out of this agreement
or any transaction contemplated hereby. Each of the Parties agrees to commence
any action, suit or proceeding relating hereto either in the United States
District Court for the Southern District of New York or if such suit, action or
other proceeding may not be brought in such court for jurisdictional reasons, in
the Supreme Court of the State of New York, New York County. Each of the Parties
further agrees that service of any process, summons, notice or document by U.S.
registered mail to such Party's respective address set forth above shall be
effective service of process for any action, suit or proceeding in New York with
respect to any matters to which it has submitted to jurisdiction in this Section
9.14. Each of the Parties irrevocably and unconditionally waives any objection
to the laying of venue of any action, suit or proceeding arising out of this
License Agreement or the transactions contemplated hereby in (i) the Supreme
Court of the State of New York, New York County, or (ii) the United States
District Court for the Southern District of New York, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in any inconvenient forum.
IN WITNESS WHEREOF, the Parties have caused this License Agreement to be
duly executed as of the day and year first above written.
ITT CORPORATION
By /s/ XXXXXXX X. XXXX
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President and
General Counsel
ITT MANUFACTURING ENTERPRISES, INC.
By /s/ XXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Attorney-in-Fact
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EXHIBIT A1
ITT DESTINATIONS BUSINESS
I. Hospitality, Entertainment and Gaming
A. Scope of Business:
Hospitality, entertainment and gaming services, facilities, and content of all types
including, sports teams and franchises, television, theatrical studios, networks,
broadcasting, arenas, theaters and other performance facilities, television programs,
resort and destination facilities, hotels, gaming operations, lodging, transportation, and
related marketing, distribution, promotion, advertising and licensing.
B. Major Businesses and Service Groupings
1. ITT Sheraton and Ciga S.p.A. Hotels
a. Hotel operations
(1) reservation services
(2) national marketing
(3) promotional services
b. Hotel management
c. Hotel ownership
2. Xxxxxxx Xxxxx, Inc.
a. resorts/hotels
b. casinos/gaming operations
c. merchandising of Caesars branded products (fragrances, clothing, accessories,
gift items w/Caesars' name)
3. Madison Square Garden
a. New York Knicks
(1) ticket revenues
(2) merchandising
b. New York Rangers
(1) ticket revenues
(2) merchandising
x. Xxxxxxx Square Garden Arena
(1) sports events
(2) concerts
(3) family shows
(4) trade shows -- conventions
d. The Paramount Theater
e. WNYC-TV (Nationally broadcast business and sports TV station in a joint venture
with Dow Xxxxx)
f. Supply and distribution of television programming for cable
g. Rights to New York Yankees' games
h. MSG Network-Advertiser supported cable television entertainment program service
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II. Information Services
A. Scope of Business
Information services, facilities, and content, in connection with information training and
educational services, electronic and print publication of informational and educational
materials, collection, creation, production, compilation, storage and translation of
informational and educational materials.
B. Major Businesses and Services Groupings
1. ITT World Directories, Inc.
a. publishing traditional telephone directories internationally
b. contracts for the publication of telephone directories with monopoly providers
of telecommunications services
2. ITT Educational Services, Inc.
a. ITT Technical Institutes
III. Closely Related Businesses:
A. Acquisition, management, ownership and operation of:
1. Entertainment services, facilities and content of all types, including, without
limitation: sports teams and franchises, television, theatrical studios, networks,
broadcasting, theme parks, arenas, theaters and other performance facilities, musical
recordings, merchandising, movies, television programs, magazines, electronic
entertainment, interactive media and related marketing, distribution, promotion,
advertising and licensing;
2. Hospitality, tourism, recreation and gaming services, including, without limitation,
resort and destination facilities, services, hotels, gaming operations, lodging and
transportation; and
3. Information services facility and content, including, without limitation
a. training and educational services, electronic and print publication of
informational and educational materials;
b. collection, creation, production, compilation, storage and transmission,
including interactive services, of informational and educational materials;
c. commercial communication equipment, services and facilities including, without
limitation, telecommunications, satellites, cable and all other storage, access
and transmission means.
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EXHIBIT A2
ITT HARTFORD BUSINESS
A. ITT Hartford is engaged in:
1. All lines of property and casualty insurance
2. All lines of life company business, including without limitation all lines of life,
disability, health, stop-loss and special risk (accidental death and dismemberment,
blanket lines, and Medicare Supplements) insurance and annuities (the "Life Company
Business")
3. Ceded and assumed reinsurance in all lines of property and casualty insurance and life
Company Business
4. The following services related to property and casualty insurance and Life Company
Business and reinsurance:
a. Underwriting
b. Loss control
c. Premium collection, audit and financing
d. Actuarial
e. Administrative (including without limitation, benefit plan administration and
consulting)
f. Claim administration (including without limitation, processing)
g. Reinsurance consulting
h. Catastrophe evaluation
i. Reinsurance and insurance market research and assistance
j. Runoff of liabilities for discontinued insurance operations
k. Servicing or administration of voluntary and residual market plans, pools and other
residual market mechanisms
l. Establishing and maintaining risk retention and purchasing group
m. Insurance-related information management
5. Surety and fidelity/burglary bonds including, but not limited to, contract,
miscellaneous and financial guarantee bonds and credit insurance.
6. The providing of investment advisory services to mutual funds and/or the operation of
mutual funds and/or any other pooled investment vehicles and/or the distribution of
interests in such funds or other vehicles
B. Closely Related Businesses:
1. Any insurance-related business permitted to be conducted by a company under applicable
regulatory authority and any other business which may only be conducted by companies
regulated by the applicable insurance regulatory authorities
2. Investment banking activities, including but not limited to the underwriting of
securities and stock brokerage activities
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EXHIBIT A3
ITT INDUSTRIES BUSINESS
1. Automotive Group
A. Scope of Business: Supplier of systems and components to automotive vehicle
manufacturers worldwide and related automotive aftermarket products
B. Major Automotive Product/Service Groupings:
1. Brake and Chassis Systems
(a) antilock brake systems and components
(b) traction control system and components
(c) chassis systems and components
(d) foundation brake system and components
(e) fluid handling systems and components
(f) shock absorbers
(g) brake activation systems and components
(h) friction products
2. Body and Electrical Systems
(a) electric motors and motor controllers
(b) wiper system and components
(c) activator systems and components
(d) switches and lamps
(e) body hardware
(f) seat sub-systems
(g) precision die cast products
(h) structural stampings
(i) door systems and components
(j) air management systems and components
(k) modular chassis systems
3. Front and Rear Corner Modules
(a) brake sub-systems and components
(b) suspension sub-systems and components
(c) bearings
(d) complete axle assemblies and sub-assemblies
(e) vehicle stability management systems and components
(f) steering systems and components
II. Defense & Electronics Group
A. Scope of Business: Develop, manufacture and support high technology electronic systems
and components specifically designed for military and defense application on a
worldwide basis.
B. Major Products/Service Groupings for Military and Defense Application:
1. communications systems, equipment, and components:
(a) military communications equipment;
(b) tactical radios and components;
(c) air traffic control radio equipment;
(d) networking equipment;
(e) air traffic control radio equipment;
(f) switches;
(g) military "Private Mobile Radio" equipment;
(h) communications software;
(i) wireless LANS;
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(j) tactical data systems and components;
(k) communications security devices and software;
(l) computer security products;
(m) INFOSEC products;
(n) biometric authentication products;
(o) speech and speaker recognition, identification and verification systems and
components;
(p) communication intelligence workstation components and subsystems;
(q) language and dialect identification products;
(r) Communications-Navigation-Identification systems and components;
(s) secure voice/data communications systems and components;
(t) command and control systems and components;
(u) communications and signal intelligence systems and components;
(v) satellite payload systems and components;
(w) military "Personal Communications Services" radios
2. electronic warfare systems including:
(a) Advanced Threat Radar Jammar and components;
(b) Airborne Self-Protection Jammer and components;
(c) electronic countermeasures and counter-countermeasures systems and
components;
(d) decoy systems and components;
(e) electro-optical and infrared systems and components;
3. night vision devices incorporating image intensifiers including:
(a) infantrymen's night vision devices and components;
(b) aviator's night vision devices and components;
(c) image intensifier tubes;
(d) night vision weapon sights and components;
(e) special purpose photosensitive devices;
(f) vehicle mounted night vision devices and components;
4. radar systems including:
(a) shipboard radars and components;
(b) air-traffic radars and components;
(c) coastal defense radars and components;
(d) transmit/receive modules;
(e) bistatic radar systems and components;
5. space payload products including:
(a) navigation payloads;
(b) meteorological instruments;
(c) suites of meteorological and navigation instruments;
(d) RF/microwave/millimeter wave sensor systems and components;
(e) control segment integration software;
6. navigation systems including:
(a) global positioning satellite systems and components;
(b) TACAN systems and components;
(c) tactical navigation systems and components;
7. semiconductor IC devices:
(a) Gallium Arsenide integrated circuits;
(b) MMIC products;
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(c) RF products;
(d) Silicon based integrated circuit semiconductor devices;
8. connectors and cable assemblies
C. Defense and Electronics Products for Commercial Application
1. night vision devices incorporating image intensifiers:
(a) personal image identifier night vision devices and components;
(b) commercial image intensifier tubes;
(c) vehicle-mounted image identifier night vision devices and components;
(d) Retinitis Pigmentosa image intensifier night vision devices and components;
2. Manufacture of Gallium Arsenide semiconductor IC devices and circuits
3. biometric authentication products
4. speech and speaker recognition, identification and verification systems and
devices
5. language and dialect identification products
6. Security Access Control Systems for accessing computer systems having application
in computer and financial networks
7. global positioning satellite products
8. connectors and cable assemblies
9. integrated circuit cards and components
10. switches
D. Services:
1. Gallium Arsenide discrete and integrated circuit design and foundry services.
2. System integration, engineering, maintenance and repair of radar systems,
military and government communications and information systems, and electronic
warfare systems.
3. Current principal business lines* of ITT Defense, Inc. and ITT Federal Services
Corporation, including, but not limited to, management and operation of:
a. military base operations support, equipment and maintenance and training
services;
b. U.S. Government Job Corps Program Centers, including administration,
placement, recruiting and training;
c. space and missile support operations and facilities;
d. system integration engineering and management of satellite payloads;
e. commercial satellite launch facilities;
f. government and semi-government sponsored training services; and
g. other current businesses of ITT Federal Services Corporation.
*Any overlap or commonality with the businesses in ITT Destinations Business will
coexist.
III. Fluid Technology Group
A. Business: Engaged in the design, development, production, marketing and sale of
products, systems and services used to move, handle, transfer, control and contain
fluids. The principal markets are water and wastewater treatment, industrial and
process, and construction. The other markets consist of chemical processing,
pharmaceutical and biotech sectors, selected segments of oil and gas and mining
markets, HVAC, commercial and leisure marine aerospace and power industry markets.
B. Major Product/Service Products:
1. Pump products including drivers, controllers, accessories and components thereof
for use in the markets specified in IIIA above.
2. Mixer products including drivers, controllers, accessories and components thereof
for use in the markets specified in IIIA above.
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3. Valve products including drivers, actuators and components thereof for use in the
markets specified in IIIA above.
4. Instrument and control products including drivers, actuators, sensors,
microprocessors, accessories and components thereof for use in the markets
specified in IIIA above.
5. Regulators, transducers, seals including drivers, actuators, sensors,
microprocessors, accessories and components thereof for use in the markets
specified in IIIA above.
6. Boiler and condensate equipment and products including drivers, controllers,
accessories and components thereof for use in the markets specified in IIIA
above.
7. Switches including actuators, sensors, controllers, and components thereof for
use in the markets specified in IIIA above.
8. Heat transfer products and components thereof for use in the markets specified in
IIIA above.
9. Lighting and sanitary products and components thereof for use in markets
specified in IIIA above.
10. Software programs for the selection and design of above specified products.
IV. Closely Related Businesses:
A. Transportation Products: The design, manufacture, sale, marketing and servicing of OEM
and aftermarket automotive, truck, train and other such transportation products.
B. Fluid Products: The design, manufacture, sale, marketing and servicing of fluid
handling products related to the types of products/service products set out in III B
above.
C. Military and Defense Products/Services: The design, manufacture, sale, marketing and
servicing of products, systems and operations specially designed for the military and
defense application.
D. Components: The design, manufacture, sale, marketing and servicing of components
consisting of connectors, cable assemblies, integrated circuit cards and components
thereof, and switches.
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EXHIBIT B
[ITT LOGO]
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EXHIBIT C
ITT INDUSTRIES, INC. COMPANY NAMES
ITT Industries, Inc.
ITT Fluid Technology Division
ITT Flygt Limited (Australia)
ITT Aerospace Controls Division
ITT Controls and Instruments Division
ITT Fluid Technology International, Inc.
ITT Fluid Tech S.A. de C.V. (Mexico)
ITT Fluid Technology Asia Pte. Ltd. (Singapore)
ITT Fluid Transfer Division
ITT Flygt Corporation
ITT Flygt Ltd. (Japan)
ITT FTC Manufacturing Division
ITT Grindex U.S. Pump Division
ITT Automotive Inc.
ITT AES Enterprises, Inc.
ITT Automotive Electrical Systems, Inc.
ITT Automotive Division
ITT Autowize Distribution Centers, Inc.
ITT Xxxxxxx Industries, Inc.
ITT Xxxxxx Manufacturing Co.
ITT Xxxxxxxx Industries Inc.
ITT Industries of Canada Ltd.
ITT A-C Pump Canada Division
ITT Automotive Division
ITT Xxxxxx Instruments Division
ITT Xxxxxx Division
ITT Engineered Valves-Canada Division
ITT Fluid Products Canada Division
ITT Flygt Division
ITT Standard Division
ITT Datacommunications Limited
ITT Defense & Electronics, Inc.
ITT Xxxxxx, Inc.
ITT Xxxxxx Division
ITT Pomona Division
ITT DCD Saudi Arabia, Inc.
ITT Defense, Inc.
ITT Aerospace Communications Division
ITT Avionics Division
ITT Defense Division
ITT Electro-Optical Products Division
ITT Gallium Arsenide Tech Center Division
ITT Xxxxxxxxx Division
ITT Semiconductors Division
ITT Defense International, Inc.
ITT Federal Services Corporation
ITT Antarctic Services Corporation
ITT Arctic Services Corporation
ITT Commercial Services Corporation
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ITT Employment and Training Systems Corporation
ITT Federal Electric GmbH
ITT Federal Electric International Espana
ITT Federal Services Inc.
ITT Federal Services International Inc.
ITT Job Training Services Corporation
ITT Xxxxxxxxx Inc.
ITT Schadow Inc.
ITT Xxxxxx, Ltd.
ITT Auto Hungary KFT
ITT Automotive Czech Republic
ITT Composants et Instruments
ITT Xxxxx Division
ITT Flygt AB
ITT Flygt Ltd. (UK)
ITT Flygt A/S
ITT Flygt GmbH
ITT Flygt Ltd. (Ireland)
ITT Flygt B.V. (Netherlands)
ITT Flygt Kft. (Hungary)
ITT Flygt Sp. Z.O.O. (Poland)
ITT Flygt NV/SA (Belgium)
ITT Flygt SA (France)
ITT Flygt SPA (Italy)
ITT Flygt SV
ITT Automotive Europe
ITT Reiss International
ITT Automotive Italy
ITT Automotive Spain
ITT Industrie-Beteiligungs
ITT Xxxxxx GmbH
ITT Flygt Pumpen GmbH
ITT Flygt Werk GmbH
Deutsche ITT Industries
Deutsche ITT Industries Unterstutzungs
ITT Semiconductors Far East
ITT Industries Limited
ITT Xxxxxx Division
ITT Xxxxxx U.K. Division
ITT Defence Limited
ITT Defence U.K. Division
ITT Jabsco Ltd.
ITT Switches (UK) Limited
ITT Community Development Corporation
ITT Community Realty
ITT Land Corporation
ITT Industries Belgium
ITT Manufacturing Enterprises, Inc.
ITT Xxxxxxx de Mexico
ITT South Florida Development Corporation
ITT Transportation Distribution Services
ITT-Sheng JIA Automotive Electric Systems, Co., Ltd.
ITT Industries (China) Investment Company, Limited
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EXHIBIT DI
ITT INDUSTRIES, INC. GUIDELINES
PERMITTED MANNER OF
USE ITT NAME
THE CORPORATE NAME
The corporate name includes the letters "ITT", which are licensed under the
Trade Name and Trademark License Agreement to ITT Manufacturing Enterprises,
Inc. ("ITT Enterprises") dated November 1, 1995. Under the terms of the
Agreement, ITT Enterprises has certain rights to grant sublicenses to use the
ITT Name (as defined therein) to its parent ITT Industries, Inc. and the ITT
Industries' Subsidiaries (e.g., ITT Automotive, Inc.). These guidelines are
provided to ensure proper use of "ITT" as part of the legal or corporate name
and the popular or trade name in accordance with the terms of that Agreement.
There are two versions of the corporate name: the legal version and the
popular version.
LEGAL OR CORPORATE NAME
The legal (or corporate) name of the parent corporation is "ITT Industries,
Inc.". The legal names of all other ITT Industries, Inc. entities authorized to
use the letters "ITT" are listed in Exhibit C to the Agreement. No abbreviations
or other modifications of these names are permitted when use of the corporate
name is required.
The applicable corporate name and relevant address is required on all
letterheads and other documents that can create legal commitments or obligations
with third parties, such as order forms, bills of sale, invoices, form contracts
and agreements, sales brochures and the like. The corporate name of the parent
may also be used on subsidiary letterheads and other forms when the words "ITT
Industries, Inc." would aid in the communication and clarification of corporate
parentage.
Under no circumstances should the ITT logo (ITT) be used as part of the
company or trade name.
POPULAR NAME
The popular (or trade) name of the parent corporation is "ITT Industries".
The popular (or trade) name of ITT Automotive, Inc., is "ITT Automotive".
Similar adaptations may be applied to other divisions and subsidiaries of ITT
Industries, Inc. "ITT" must not be used as the Popular or trade name. Again, no
periods or abbreviations are used.
These popular (or trade) names may be used in all instances where the legal
name of the corporation is not required.
TYPE FACE AND SIZE OF LEGAL AND POPULAR NAMES
When the letters "ITT" are used as part of the corporate or trade name,
they must be set in the same type face as the other letters or words in the full
name. The "ITT" portion of any such use must be separated from the remaining
portion of the name by at least a normal "word space". The first letter of the
words of the name, other than "ITT", must be of the same size as "ITT". Either
all caps or upper and lower case may be used. Except in the case of text
material where standard typefaces may be used, the lower case portion of the
words must be at least two-thirds the size of the capital letters. Examples are
as follows:
ITT INDUSTRIES
ITT AUTOMOTIVE
ITT INDUSTRIES
ITT AUTOMOTIVE
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USE OF THE ITT NAME IN TEXT
Standard formats for letterheads, envelopes, and business cards are
discussed below. The examples represent the relationships between ITT Industries
and its subsidiaries, divisions, and operations in the clearest, simplest, most
straightforward manner. It is preferable to identify the relevant corporate
legal entity on the upper right of a letterhead, but if necessary the placement
may be varied so long as the corporate entity is readily identifiable.
The ITT Logo or ITT Industries Design Xxxx should not be used in text to
indicate corporate identity, e.g.
Correct: Now, ITT Industries initiative has eliminated the problem.
Wrong: Now, ITT Industries initiative has eliminated the problem.
The ITT name or logo should never be used as part of a coined word.
Correct: RELIABILITY from ITT Industries
Wrong: RELIABILITTY from ITT Industries
Correct: ITT INDUSTRIES COMMITMENT
Wrong: CommITTment of ITT Industries
The ITT Logo and the ITT Industries Design Xxxx are trademarks that must be
used as specified in the applicable Graphic Standards Manuals. Those Logos (or
any portion thereof) should never be used to replace the letters "ITT" in an
official corporate or popular name:
Correct: ITT Industries, Inc.
Wrong: ITT Industries, Inc.
Correct: ITT Name Division
Wrong: ITT Name Division
Correct: ITT Name Corporation
Wrong: ITT Name Corporation
Under no circumstances should a corporate or popular name be set in a
typeface that looks similar to that of the ITT Logo or the ITT Industries Design
Xxxx.
TITLES
Business cards and items that include the ITT Name must use the applicable
full entity name listed in Exhibit C to the Agreement.
PROPER CORPORATE NAME AND LOGO PLACEMENT
The unit name may be placed beneath the ITT Logo or ITT Industries Design
Xxxx where necessary due to space requirements.
In connection with the types of usage referenced above, when ITT is part of
a unit's name, the ITT Logo or ITT Industries Design Xxxx should be placed at
the opposite end of the signature for better visual presentation.
CONFLICTING TRADEMARK OR LOGOTYPES
Never connect the ITT Logo or the ITT Industries Design Xxxx with a unit
name or the ITT Name in such a manner as to create a new combination.
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SIZE RELATIONSHIP WITH LOGOS
When the ITT Logo is used with a subsidiary, division or operation name,
the capital letters in such unit names should never be larger than two-thirds
the height of the Logo.
*The ITT Logo has been used in these Guidelines for illustrative purposes.
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EXHIBIT E
ITT INDUSTRIES MAJOR SUBSIDIARIES
Automotive, Inc.
Flygt Holdings Pty Limited
ITT Canada Limited
ITT Defense & Electronics, Inc.
ITT Industries Limited
ITT Automotive Europe
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INDUSTRIES
EXHIBIT F
SUBLICENSEE ACKNOWLEDGEMENT AND AGREEMENT
SUBLICENSEE ACKNOWLEDGEMENT AND AGREEMENT ("Agreement") dated as
of between , a ("ITT Enterprises
Sublicensee"), ITT Manufacturing Enterprises, Inc., a Delaware corporation ("ITT
Enterprises") with a principal address at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxxxx, Xxxxxxxx 00000, and ITT Corporation, a Nevada corporation ("ITT
Corporation") with a principal address at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (the "Parties").
WHEREAS, ITT Corporation is the owner of the company and trade name "ITT"
and the trademark and service xxxx "ITT", and of all rights worldwide in such
name and marks and the goodwill associated therewith;
WHEREAS, ITT Corporation is the owner of a Trade Name and Trademark License
Agreement dated with ITT Enterprises ("License Agreement"), which
License Agreement is the sole source of rights for ITT Enterprises to use and to
grant sublicensees to use the ITT Name and Marks (as defined in the License
Agreement);
WHEREAS, ITT Enterprises Sublicensee is desirous of obtaining from ITT
Enterprises the right to use one or more of the ITT Name and/or Marks and ITT
Enterprises is willing to grant such rights to ITT Enterprises Sublicensee under
Section 2.03 of the License Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
acknowledgements, agreements and covenants herein, the Parties hereto hereby
agree as follows:
1. ITT Enterprises has determined that ITT Enterprises Sublicensee
qualifies as an ITT Enterprises Sublicensee, as that term is defined in Section
1.01(v) of the License Agreement.
2. ITT Enterprises has prepared a written agreement pursuant to which ITT
Enterprises Sublicensee is to be granted the right to use certain of the ITT
Name and Marks ("Sublicense") as more fully set forth in said Sublicense.
3. ITT Enterprises and ITT Enterprises Sublicensee acknowledge that the ITT
Enterprises Sublicensee requires ITT Enterprises Sublicensee to comply with and
observe the terms and conditions of the License Agreement, and ITT Enterprises
Sublicensee covenants that it has read, understands and will comply with those
terms and conditions.
4. ITT Enterprises Sublicensee acknowledges its obligation to ITT
Corporation to comply with the terms and conditions of the License Agreement,
and acknowledges that ITT Enterprises and its parent ITT Industries, Inc., is
guaranteeing to ITT Corporation ITT Enterprises Sublicensee's performance of
those terms and conditions.
5. ITT Enterprises Sublicensee further acknowledges that the rights granted
to it under the Sublicense are 1) personal, non-assignable, non-transferable; 2)
do not include the right to grant sublicenses, and 3) may be restricted or
terminated pursuant to the terms of the License Agreement.
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6. ITT Corporation acknowledges ITT Enterprises Sublicensee's rights under
the Sublicense, subject to the terms and conditions of the License Agreement and
subject to this Agreement.
--------------------------------------
[ITT Enterprises Sublicensee]
By:
--------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------
Date:
---------------------
ITT MANUFACTURING
ENTERPRISES, INC.
By:
--------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------
Date:
---------------------
ITT CORPORATION
By:
--------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------
Date:
---------------------
ITT INDUSTRIES, INC.
By:
--------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------
Date:
---------------------
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