Exhibit 10.10
LICENSE AGREEMENT
THIS AGREEMENT made as of the 26th day of December, 1997 by and between
Xxxxxx X. Xxxxxxx, Xx., an individual and citizen of the United States, and
The Xxxxxxx Co., a Maryland Corporation.
RECITALS:
A. Xxxxxx X. Xxxxxxx, Xx. is the owner of the service marks, DOMESTIC
EMERGING MARKETS and DEM (collectively, the "Marks").
B. Xxxxxx X. Xxxxxxx, Xx. was assigned the entire interest and good
will of the Marks by agreements with The Xxxxxxx Co. dated December 24, 1997.
C. The Xxxxxxx Co. desires to use the Marks in its business operations.
D. On the terms set forth herein, Xxxxxx X. Xxxxxxx, Xx. is willing to
grant the Xxxxxxx Co. license to use the Marks in its operations as an
investment banking firm and brokerage.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
herein contained, and for other good and valuable consideration, Xxxxxx X.
Xxxxxxx, Xx. and The Xxxxxxx Co., do hereby agree as follows:
AGREEMENT:
1. Xxxxxx X. Xxxxxxx, Xx. hereby grants The Xxxxxxx Co. a revocable,
nonexclusive license to use the Marks in its operations as an investment
banking firm and brokerage, subject to the terms and conditions set forth
herein (the "License").
2. The Xxxxxxx Co. acknowledges that the Marks have incalculable value
to Xxxxxx X. Xxxxxxx, Xx. and that Xxxxxx X. Xxxxxxx, Xx. may, therefore,
revoke the License at any time upon 60 days' notice to The Xxxxxxx Co. As
soon as practicable after any revocation, The Xxxxxxx Co. shall (i)
discontinue all use by its agents to cease using, all letterhead advertising
materials and other materials (printed or otherwise) that include the Marks.
Without limiting the foregoing, if the employment of Xxxxxx X. Xxxxxxx, Xx.
by The Xxxxxxx Co. should be terminated for any reason, Xxxxxx X. Xxxxxxx,
Xx. may, without notice, revoke the License.
3. Xxxxxx X. Xxxxxxx, Xx. reserves and shall have the right to grant to
any other company, including without limitation, any investment company, the
right to use the Marks or any variations of such Marks in its name and no
consent or permission of The Xxxxxxx Co. shall be necessary in connection
with such grant; but, if required by
any applicable laws of any state or other jurisdiction, The Xxxxxxx Co. will
forthwith grant any consent, give any permission and execute any certificate
or instrument as may be requested by Xxxxxx X. Xxxxxxx, Xx.
4. The Xxxxxxx Co. agrees that its use of the Marks pursuant to this
license is subject to the approval of and supervision by Xxxxxx X. Xxxxxxx,
Xx. and that it will fully cooperate with an and assist Xxxxxx X. Xxxxxxx,
Xx. in his exercise of these rights.
5. The Xxxxxxx Co. shall not, without the express written permission of
Xxxxxx X. Xxxxxxx, Xx., grant, consent or give permission to any other
company or entity the right, to use the Marks or any similar marks.
6. This Agreement may be amended at any time by written agreement
executed by each of the parties.
7. This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Maryland.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
By: ______________________________
Xxxxxx X. Xxxxxxx, Xx.
THE XXXXXXX CO.
By: ______________________________
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President
2
