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