EXHIBIT 10.31
LOGO LICENSE AGREEMENT
THIS LOGO LICENSE AGREEMENT ("Agreement"), effective as of December 31,
2002, is by and between Western Financial Bank (the "Bank") and all of the
following entities:
Westcorp WFS Funding, Inc.
WFS Financial Inc. WFS Investments, Inc.
Western Consumer Products Westran Services Corporation
WFS Receivables Corporation WestFin Insurance Agency, Inc.
WFS Receivables Corporation 2 Western Auto Investments, Inc.
WFS Receivables Corporation 3 Western Consumer Services, Inc.
WFS Financial Auto Loans, Inc. Westhrift Life Insurance Entity, Inc.
Western Financial Auto Loans 2, Inc. Western Reconveyance Entity, Inc.
The Xxxxxxx Company, The Mortgage Bankers WFS Web Investments, Inc.
Individually referred to as the ("Entity")
WHEREAS, the Bank is the owner of the trademark and logo (hereinafter
called the "Marks") and registrations as set forth in Exhibit A to this
Agreement.
WHEREAS, each Entity is desirous of using the Marks in order to promote
brand name recognition and customer loyalty.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises hereinafter set forth, the parties agree as follows:
1. Grant of License. The Bank grants to each Entity a nonexclusive,
nontransferable, royalty-free license to use the Marks in connection with each
Entity's marketing of its products including, but not limited to, the use of
Marks on letterhead, business cards, and other forms of advertising. Each Entity
accepts the license subject to the following terms and conditions.
2. Ownership of Marks. Each Entity acknowledges the ownership of the
Marks as those belonging to WFB and agrees that it will do nothing inconsistent
with such ownership and that all use of the Marks by the Entity shall inure to
the benefit of and be on behalf of WFB. Each Entity agrees that nothing in this
Agreement shall give it any right, title or interest in the Marks other than the
right to use the Marks in accordance with this Agreement and the Entity agrees
that it will not attack the title of WFB to the Marks or attack the validity of
this Agreement.
3. Quality Standards; Form of Use. Each Entity agrees that the nature
and quality of all goods sold by it under the Marks shall be of a high quality
consistent with each Entity's current product line. The Entity agrees that all
related advertising, promotional and other uses of the Marks by it including
appropriate legends, and shall conform to any WFB guidelines.
4. Quality Maintenance. Each Entity agrees to cooperate with the Bank in
facilitating the Bank's verification of such nature and quality, to permit
reasonable inspection of its operation, and to supply the Bank with specimens of
all uses of the Marks upon request. Each Entity shall comply with all applicable
laws and regulations and obtain all appropriate government approvals pertaining
to the sale, distribution, export, import and advertising of goods and services
covered by this Agreement.
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5. Infringement Proceedings; No Warranty. Each Entity agrees to notify
the Bank of any unauthorized use of the Marks by others promptly as it comes to
its attention. The Bank shall have the sole right and discretion to bring or not
bring infringement or unfair competition proceedings involving the Marks. The
Bank makes no representations or warranties regarding the Marks, its rights
therein, or the validity thereof.
6. Observation of Corporate Formalities. Each Entity shall at all times
observe the applicable legal requirements for the recognition of Entity as a
corporate entity separate and apart from any other Entity, including without
limitation the following:
a. Each Entity shall maintain corporate records and books
of account separate from those of the other Entity;
b. Each Entity shall hold meetings of its Board of
Directors as appropriate to authorize its corporate
actions;
c. Each Entity shall hold meetings of its shareholder(s) as
appropriate and as required by applicable law in the
jurisdiction in which organized to authorize its
corporate actions;
d. Each Entity shall file all reports required by the
Secretary of State in any and all jurisdictions in which
Entity is licensed or qualified, including the annual
statement by whatever name denominated, in a timely
manner; and
e. Each Entity shall ensure that any applicable yearly
franchise taxes are paid in a timely manner so as to
maintain its corporate existence uninterrupted.
6.1 Advertising. Each Entity will at all times hold itself out to the
public as an entity separate from the other Entity and its advertising and
marketing shall reflect such separate corporate existence.
6.2 OTS Regulations. Each Entity shall comply with all applicable OTS
regulations.
7. Liability; Consultation with Counsel. With respect to the obligations
hereunder, no Entity shall assume responsibility or liability with respect to
the business or affairs of the other Entity except to the extent provided for in
this Agreement. Each benefiting Entity under this Agreement ("Indemnitor") shall
indemnify, defend and hold harmless the performing Entity against and in respect
of any and all claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries and deficiencies (collectively the "Claims),
including without limitation interest penalties and attorney's fees, that such
performing Entity shall incur or suffer, which arise, result from or relate to
(i) conduct by Indemnitor of its business and operations and (ii) breach by
Indemnitor of its obligations pursuant to this Agreement. Notwithstanding
anything contained herein to the contrary, Indemnitor's obligations pursuant to
this section shall not be applicable to Claims arising directly from performing
Entity's bad faith, gross negligence or willful misconduct. This Agreement shall
create no right, benefit or privilege in favor of any person not a party hereto,
and no person not a party hereto shall have any recourse against performing
Entity
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for any advice, service or facility provided or omitted by performing Entity
pursuant to this Agreement. Performing Entity may consult with legal counsel
(who may also be counsel to Indemnitor) concerning any questions that may arise
with respect to its duties and obligations hereunder, and it shall be fully
protected in respect of any action taken or omitted by it hereunder in good
faith reliance on any opinion of such counsel with respect to any such duty or
obligation.
8. Term. This Agreement shall continue in force and effect without
terminations, subject to the Bank's right to revoke this license at any time and
for any reason without being liable for any costs associated with the
cancellation of the license.
9. Effect of Termination. Within thirty (30) days of the termination of
this Agreement each Entity agrees to discontinue all use of the Marks and any
term confusingly similar thereto, and to delete the same from its corporate or
business name, to cooperate with the Bank or its appointed agent to apply to the
appropriate authorities to destroy all printed materials bearing any of the
Marks, and that all rights in the Marks and the goodwill connected therewith
shall remain the property of the Bank.
10. Miscellaneous. It is agreed that this Agreement may be interpreted
according to the internal laws of the State of California, United States of
America excluding the body of law relating to the conflict of law. Venue for all
disputes arising out of or related to this Agreement shall be the state and
federal courts located in Orange County, California. This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof
and may not be modified, nor any provision waived, except by a writing signed by
both parties. Any breach of the provisions of this Agreement could cause the
Bank irreparable damage, and in case of any breach the Bank shall be entitled to
obtain appropriate equitable relief. No Entity may assign, transfer or
sublicense this Agreement nor any of the rights granted hereunder, except upon
obtaining the Bank's prior written consent. Any such purported assignment,
transfer or sublicense without such consent is void and shall be of no affect.
This agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
WESTERN FINANCIAL BANK WESTCORP
By: By:
---------------------------------- ------------------------------------
Xxxxxxxxxx Xxxx Xxxxxx X. Xxxxx
Title: Senior Vice President & Director Title: President
Date: Date:
-------------------------------- ----------------------------------
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WFS FINANCIAL INC WESTERN CONSUMER PRODUCTS
By: By:
---------------------------------- ------------------------------------
Xxx X. Xxxxxxxx Xxxx Xxxxx
Title: Senior Executive Vice Title: President
President, Chief Financial
Officer & Chief
Operating Officer
Date: Date:
-------------------------------- ----------------------------------
WFS RECEIVABLES CORPORATION WFS RECEIVABLES CORPORATION 2
By: By:
---------------------------------- ------------------------------------
Xxxxx Xxxx Xxxx Xxxxxxxx
Title: Assistant Vice President & Title: President
Secretary
Date: Date:
-------------------------------- ----------------------------------
WFS RECEIVABLES CORPORATION 3 WESTFIN SECURITIES CORPORATION
By: By:
---------------------------------- ------------------------------------
Xxxxx Xxxx Xxx X. Xxxxxxxx
Title: Assistant Vice President & Title: Vice President
Secretary
Date: Date:
-------------------------------- ----------------------------------
WFS FINANCIAL AUTO LOANS, INC WFS FINANCIAL AUTO LOANS 2, INC.
By: By:
---------------------------------- ------------------------------------
Xxxx Xxxxxxxx Xxxxx Xxxx
Title: President Title: Assistant Vice President &
Secretary
Date: Date:
-------------------------------- ----------------------------------
WFS INVESTMENTS, INC. WFS FUNDING, INC.
By: By:
---------------------------------- ------------------------------------
J. Xxxxx Xxxxxx Xxxxx Xxxx
Title: Vice President & Treasurer Title: Assistant Vice President &
Secretary
Date: Date:
-------------------------------- ----------------------------------
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WESTFIN INSURANCE AGENCY, INC. WESTERN AUTO INVESTMENTS, INC.
By: By:
---------------------------------- ------------------------------------
Xxxxxx X. Xxxxx Xxxx Xxxxxxxx
Title: President Title: President
Date: Date:
-------------------------------- ----------------------------------
WESTERN CONSUMER SERVICES, INC. WESTHRIFT LIFE INSURANCE COMPANY, INC.
By: By:
---------------------------------- ------------------------------------
Xxxxxxx X. Xxxxx Xxx X. Xxxxxxxx
Title: Vice President Title: President, Chief Financial
Officer & Chief
Operating Officer
Date: Date:
-------------------------------- ----------------------------------
WESTERN RECONVEYANCE COMPANY, INC. WESTRAN SERVICES CORPORATION
By: By:
---------------------------------- ------------------------------------
Xxxx Xxxxx Xxxxxxx X. Xxxxx
Title: Vice President & Controller Title: President
Date: Date:
-------------------------------- ----------------------------------
WFS WEB INVESTMENTS, INC. THE XXXXXXX COMPANY, THE
MORTGAGE BANKERS, INC.
By: By:
---------------------------------- ------------------------------------
Xxxxxx X. Xxxxx Xxx X. Xxxxxxxx
Title: President Title: Chief Financial Officer
Date: Date:
-------------------------------- ----------------------------------
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EXHIBIT A
[WFS FINANCIAL LOGO]
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