Exhibit 9(c)
Service Xxxx License Agreement
SERVICE XXXX LICENSE AGREEMENT, dated as of November 30, 1984, among
Xxxxxxx, Xxxxxxx & Xxxxx ("Xxxxxxx"), American Association of Retired Persons
("AARP") and each of AARP Income Trust, AARP Insured Tax Free Income Trust, and
AARP Growth Trust (individually, a "Fund", and collectively, the "Funds").
W I T N E S S E T H :
WHEREAS, Xxxxxxx and AARP Financial Services Corp., a wholly-owned
subsidiary corporation of AARP, are general partners of AARP/Xxxxxxx Financial
Services Company (the "Partnership"), pursuant to a partnership agreement, dated
as of October 9, 1984 (the "Partnership Agreement"); and
WHEREAS, Xxxxxxx, AARP and the Partnership have entered into an
investment company service agreement, dated as of October 9, 1984 (the
"Investment Company Service Agreement"); and
WHEREAS, the Partnership has entered into an Investment Management
and Advisory Agreement as of the date hereof with each of the Funds
(collectively, the "Management Agreements"); and
WHEREAS, Xxxxxxx is the owner of various service marks, certain of
which are identified in Exhibit A of this Agreement (all marks or combinations
thereof identified in said Exhibit A hereinafter being referred to both
individually and collectively as the "Xxxxxxx Marks"), which are now being used
in connection with a wide variety of investment management and advisory services
performed by Xxxxxxx and with investment company activities conducted by
investment companies advised and managed by Xxxxxxx; and
WHEREAS, AARP is the owner of various service marks, certain of
which are identified in Exhibit B of this Agreement (all marks or combinations
thereof identified in said Exhibit B hereinafter being referred to both
individually and collectively as the "AARP Marks"), which are now being used in
connection with a wide variety of services sponsored by AARP and offered by AARP
to its membership;
WHEREAS, each of the Funds wishes to use the Xxxxxxx Marks and AARP
Marks in connection with its business as an investment company and is willing to
comply with Xxxxxxx'x and AARP's quality standards and other conditions
hereinafter set forth; and
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WHEREAS, Xxxxxxx and AARP are respectively willing to grant to each
of the Funds the non-exclusive right to use the Xxxxxxx Marks and AARP Marks
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions contained herein, it is agreed as follows:
ARTICLE I
Subject to the conditions herein set forth, each of Xxxxxxx and AARP
hereby grants to each of the Funds a royalty-free, non-exclusive and
non-transferable license to use, respectively, the Xxxxxxx Marks and AARP Marks
as service marks in connection with the business of each of the Funds as an
investment company. The licenses granted hereby do not include the right to
sub-license.
ARTICLE II
Each of the Funds acknowledges the exclusive ownership by,
respectively, Xxxxxxx and AARP, of the Xxxxxxx Marks and AARP Marks, and the
validity of the Xxxxxxx Marks and AARP Marks and of any registrations obtained
respectively by Xxxxxxx or AARP therefor. Each of the Funds agrees that it will
never contest, either directly or indirectly, exclusive ownership by, respec-
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tively, Xxxxxxx and AARP, of the Xxxxxxx Marks or AARP Marks. To the extent, if
any, that any rights to the Xxxxxxx Marks or AARP Marks might otherwise be
deemed to accrue to any of the Funds by operation of law by virtue of such
Fund's use of the Xxxxxxx Marks or AARP Marks while this license shall be in
effect (or for any other reason), it is hereby agreed that all such rights will
revert respectively to Xxxxxxx and AARP on termination of this Agreement. Each
of the Funds agrees that it will not use or encourage its representatives,
agents or shareholders to use any word or symbol confusingly similar to the
Xxxxxxx Marks or AARP Marks or make use of the Xxxxxxx Marks or AARP Marks other
than in accordance with the provisions of this Agreement. Each of the Funds
acknowledges that it has no rights in the Xxxxxxx Marks or AARP Marks other than
those set forth herein.
ARTICLE III
All rights granted to each of the Funds under this Agreement are
subject to the condition that each Xxxxxxx and AARP be reasonably satisfied at
all times that such Fund is conforming to high standards of ethical prudence and
integrity in the operation of its business as an investment company.
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ARTICLE IV
Each of the Funds shall use the Xxxxxxx Marks and AARP Marks only in
accordance with recognized good service xxxx and trademark practice and shall
not use them in such a manner as to affect adversely the validity of the
registrations or applications for registration of the Xxxxxxx Marks or AARP
Marks, as the case may be, or the exclusive ownership by Xxxxxxx or AARP thereof
or so as to depreciate the goodwill attached thereto. Each of the Funds agrees
that it shall at its expense include notices of the rights of Xxxxxxx and AARP,
respectively, to the Xxxxxxx Marks or AARP Marks or any other information or
notices that may be required by law or by Xxxxxxx or AARP on any document or
other item bearing any of the Xxxxxxx Marks or AARP Marks over which such Fund
has control. Each of the Funds agrees at its expense to take all measures which
Xxxxxxx or AARP may require to avoid any confusion of the Xxxxxxx Marks or AARP
Marks with any other trademarks or service marks owned or used by such Fund.
Each of the Funds shall submit to Xxxxxxx and AARP, respectively,
upon their written request, free of charge, and in the manner specified by them,
representative samples of any agreements, stationery, forms,
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advertisements, brochures, documents or any other items of any nature whatsoever
which bear any of the Xxxxxxx Marks or AARP Marks and which are used by such
Fund.
ARTICLE V
Each of the Funds shall promptly notify Xxxxxxx or AARP, as the case
may be, of any charge of service or trademark infringement, unfair trade
competition or service or trademark dilution made against such Fund or its
representatives as the result of the use respectively of the Xxxxxxx Marks or
AARP Marks licensed herein, and Xxxxxxx or AARP, as the case may be, will assume
the defense and expense of proceedings pursuant to any such charge. Each of the
Funds agrees to cooperate with Xxxxxxx and AARP in any such proceedings,
including without limitation, allowing Xxxxxxx or AARP, as the case may be, to
carry on litigation in such Fund's name on behalf of Xxxxxxx or AARP, as the
case may be.
ARTICLE VI
Each of Xxxxxxx and AARP may assign its respective rights and
obligations under this Agreement with respect to any or all of the Xxxxxxx Marks
or AARP Marks to any party to which it assigns, respectively, any of the Xxxxxxx
Marks or AARP Marks. No Fund shall assign
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any of its respective rights or obligations under this Agreement.
ARTICLE VII
This Agreement shall terminate upon the termination of any of the
Management Agreements, the Partnership Agreement or the Investment Company
Service Agreement. Each of the Funds, within 60 days after receipt of notice of
any such termination, unless otherwise agreed to by Xxxxxxx as to the Xxxxxxx
Marks or by AARP as to the AARP Marks, shall cease making any further use of any
of the Xxxxxxx Marks or AARP Marks or any xxxx confusingly similar thereto and
shall, at its expense, delete the Xxxxxxx Marks and AARP Marks from all media,
including forms, advertisements, stationery, brochures and documents, in which
they appear, within such 60 day period.
ARTICLE VIII
Neither of Xxxxxxx or AARP makes any warranties in connection with
the Xxxxxxx Marks or AARP Marks. Each of Xxxxxxx and AARP in its sole discretion
may cease its use of, and terminate its rights to, one or more of, respectively,
the Xxxxxxx Marks or AARP Marks without penalty, and each of Xxxxxxx and AARP
agree to promptly
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notify each of the Funds of its respective intention to do so. Each of Xxxxxxx
and AARP in its sole discretion may adopt new service marks.
ARTICLE IX
This Agreement shall be governed by the laws of the State of New
York. The parties hereto agree that all matters of dispute that are to be
settled by litigation, negotiation or arbitration at any time by reason of the
terms of this Agreement shall be negotiated, tried, litigated, conducted and/or
arbitrated, as the case may be, in New York, New York.
ARTICLE X
This instrument shall constitute the entire agreement between the
parties with respect to the use of the Xxxxxxx Marks and AARP Marks.
Modifications of this Agreement may be effected only by a written instrument
signed by all parties.
IN WITNESS WHEREOF, Xxxxxxx, AARP and each of
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the Funds have caused this Agreement to be executed by their duly authorized
officers or representatives.
XXXXXXX, XXXXXXX & XXXXX
By /s/ [ILLEGIBLE]
-------------------------
Title: General Partner
AMERICAN ASSOCIATION OF
RETIRED PERSONS
By /s/ Xxxxxxx Xxxxxxxxxx
-------------------------
Title:
AARP INCOME TRUST
By /s/ [ILLEGIBLE]
-------------------------
Title: President
AARP INSURED TAX FREE
INCOME TRUST
By /s/ [ILLEGIBLE]
-------------------------
Title: President
AARP GROWTH TRUST
By /s/ [ILLEGIBLE]
-------------------------
Title: President
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