SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of July
1, 2004 is made by and among streetTRACKS Index Shares Funds (the
"Sublicensee"), STOXX Limited (the "Licensor"), and State Street Bank and Trust
Company (the "Licensee" or "Sublicensor").
WITNESSETH:
WHEREAS, pursuant to that certain License Agreement dated as of July 1,
2004 by and between Licensor and Licensee (the "License Agreement"), Licensor
has granted Licensee a license to use certain intellectual property rights of
Licensor and/or Dow Xxxxx (as further defined in the License Agreement, the
"Intellectual Property") in connection with the issuing, listing for trading,
marketing and promotion of certain financial products (as further defined in the
License Agreement, the "Products");
WHEREAS, Sublicensee wishes to issue, list for trading, market and/or
promote, as the case may be, the Products and to use and refer to the
Intellectual Property (limited to the indexes and trademarks listed on Appendix
A hereto) in connection therewith; and
WHEREAS, all capitalized terms used herein shall have the meanings
assigned to them in the License Agreement unless otherwise defined herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties hereto agree as follows:
1. License. Pursuant to Section 1 of the License Agreement, Sublicensor
hereby grants to Sublicensee a nonexclusive and nontransferable sublicense to
use the Intellectual Property in connection with the issuance, trading,
marketing and promotion of the Products.
2. The Sublicensee acknowledges that it has received and read a copy of
the License Agreement and agrees to be bound by all the provisions thereof,
including, without limitation, those provisions imposing any obligations on the
Licensee (including, without limitation, the indemnification obligations in
Section 9, but only insofar as such obligations arise out of or relate to the
Products to be issued by the Sublicensee, except to the extent that any such
obligations are caused, directly or indirectly, by the negligence or willful
misconduct of Licensee or its affiliates or any of their respective officers,
directors, employees or agents), other than the obligation to pay the License
Fees imposed by Section 3 of the License Agreement, which shall be paid by
Licensee.
3. Sublicensee agrees that its obligations under the License Agreement
pursuant to Section 2 of this Sublicense Agreement are as a principal and shall
be unaffected by any defense or claim that Licensee may have against Licensor.
4. This Agreement shall be interpreted, construed and enforced in
accordance with the laws of the State of New York without reference to or
inclusion of the principles of choice of law or conflicts of law of that
jurisdiction. It is the intent of the parties that
the substantive law of the State of New York govern this Agreement and not the
law of any other jurisdiction incorporated through choice of law or conflicts of
law principles. Each party agrees that any legal action, proceeding, controversy
or claim between the parties arising out of or relating to this Agreement may be
brought and prosecuted only in the United States District Court for the Southern
District of New York or in the Supreme Court of the State of New York, County of
New York, and by execution of this Agreement each party hereto submits to the
exclusive jurisdiction of such court and waives any objection it might have
based upon improper venue or inconvenient forum.
5. The Sublicensee may use the Intellectual Property in connection with
its name and its business only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect. At such time as this Agreement
shall no longer be in effect, the Sublicensee shall cease to use the
Intellectual Property. In no event shall the Sublicensee use the Intellectual
Property if an affiliate of Sublicensor no longer acts as investment adviser to
Sublicensee. In the event that this Agreement shall no longer be in effect or an
affiliate of Sublicensor no longer acts as investment adviser to Sublicensee,
the Sublicensee shall use its best efforts to legally change its name by filing
the required documentation with appropriate state and federal agencies and shall
otherwise cease to use the Intellectual Property.
IN WITNESS WHEREOF, the parties hereto hove executed this Sublicense
Agreement as of the date first set forth above.
SUBLICENSEE
STATE STREET BANK AND TRUST
COMPANY
STOXX LIMITED
