EXHIBIT 9(c)
Service Xxxx License Agreement
SERVICE XXXX LICENSE AGREEMENT, dated as of _______________, l985 among
Xxxxxxx, Xxxxxxx & Xxxxx ("Xxxxxxx"), American Association of Retired Persons
("AARP") and AARP Money Market Trust (the "Fund").
WITNESSETH:
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, the Fund 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
2
WHEREAS, Xxxxxxx and AARP are respectively willing to grant to the Fund 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 the Fund an investment company. The licenses
granted hereby do not include the right to sub-license.
ARTICLE II
----------
The Fund 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. The Fund agrees that it will never contest, either directly or
indirectly, exclusive ownership by, respec-
3
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 the Fund by operation of law by virtue of the
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. The
Fund 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. The Fund 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 the Fund under this Agreement are subject to the
condition that each of Xxxxxxx and AARP be reasonably satisfied at all times
that the Fund is conforming to high standards of ethics, prudence and integrity
in the operation of its business as an investment company.
4
ARTICLE IV
----------
The Fund 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. The Fund 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 the Fund has control. The Fund
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.
The Fund 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,
5
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 the Fund.
ARTICLE V
---------
The Fund 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 the 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. The Fund 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 the 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. The Fund shall not assign
6
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. The Fund, 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
7
notify the Fund 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
8
the Fund have caused this Agreement to be executed by their duly authorized
officers or representatives.
XXXXXXX, XXXXXXX & XXXXX
By
--------------------------
Title:
AMERICAN ASSOCIATION OF
RETIRED PERSONS
By
--------------------------
Title:
AARP MONEY MARKET TRUST
By
--------------------------
Title:
9
Exhibit A
Xxxxxxx
Xxxxxxx, Xxxxxxx & Xxxxx
SS&C
Exhibit B
AARP
