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Exhibit 10.14
INTELLECTUAL PROPERTY LICENSE AGREEMENT
This AGREEMENT
("IP AGREEMENT") dated as of October 1, 2005 is between
Visteon Corporation, a Delaware corporation
("VISTEON"), Visteon Global
Technologies, Inc., a Michigan Corporation
("VGTI"), and Ford Motor Company, a
Delaware corporation ("FORD").
WITNESSETH:
WHEREAS, Ford
and Visteon have agreed to enter into: (i) a Visteon "B"
Purchase Agreement dated as of September
12, 2005, pursuant to which Ford has
agreed to consummate the transactions
contemplated thereby, including the
purchase and sale of the Shares, on the
terms and conditions set forth therein;
(ii) a Visteon "A" Transaction Agreement
dated as of September 12, 2005 (the
"VISTEON "A" TRANSACTION AGREEMENT")
whereby, among other things, and subject to
the terms and conditions set forth therein,
Ford has agreed to provide financial
assistance to Visteon in connection with
the restructuring of the businesses of
Visteon; and (iii) certain commercial
arrangements or certain modifications to
existing commercial arrangements with
respect to the businesses of Visteon;
WHEREAS, Visteon
and Automotive Components Holdings, Inc. (f/k/a VFH
Holdings, Inc.) ("ACH"), a Delaware
corporation, have entered into a
Contribution Agreement dated as of
September 12, 2005 (the "Contribution
Agreement") pursuant to which, among other
things, Visteon has contributed (or
cause to be contributed) to ACH certain
intellectual property and software
assets related to the Business, as defined
in the Contribution Agreement;
WHEREAS, in
furtherance of the restructuring of the Visteon businesses,
Ford desires to receive and Visteon and
VGTI desire to grant to Ford licenses
under certain intellectual property.
NOW THEREFORE,
in consideration of the above premises and the mutual
covenants herein contained, and for other
good and valuable consideration given
by each party hereto to the other, the
sufficiency and receipt of which are
hereby acknowledged, the parties hereto,
for themselves, their successors and
permitted assigns, intending to be legally
bound, agree as follows:
ARTICLE 1:
DEFINITIONS
Section 1.01.
Definitions. (a) Capitalized terms used but otherwise not
defined herein shall have the meanings as
assigned to them in the Visteon "A"
Transaction Agreement and the Contribution
Agreement. In the event of any
discrepancy between the definitions used in
those Agreements and definitions
used in this Agreement, the definitions
herein shall apply.
(b) The
following terms, as used herein, have the following meanings:
"Company Only
Products and Technologies" means the following products and
technologies manufactured only by the
Company as of the Closing Date, for
manufacture and sale to any customer,
including any improvements or developments
for currently
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produced products or those in the current
cycle plan for Plants which have
passed the Visteon CDP Gate 2 (or
equivalent) approval, except that any such
improvements or developments 1) that are
subject to pre-existing contractual
obligations that prevent transfer to
Company are not to be included or 2) that
are subject to a joint development
agreement with non-Ford OEM's, or other
suppliers, subject to mutual agreement of
inclusion, or exclusion, between the
parties: Driveshafts, Catalytic Converters,
Body Stampings, Stabilizer Bars,
Steering Columns, RV Steering Gears,
Steering Pumps, Seat Foam, Wiper Motors,
Glass.
"Copyrights"
mean (i) any copyright in any original works of authorship in
technology fixed in any tangible medium of
expression as set forth in 17 U.S.C.
Section 101 et. seq., whether registered or
unregistered, including any
applications for registration thereof, (ii)
any corresponding foreign copyrights
under the laws of any jurisdiction, in each
case, whether registered or
unregistered, and any applications for
registration thereof, and (iii) Common
Law or moral rights under the laws of any
jurisdiction.
"Core Shared
Products and Technologies" means Shared Products and
Technologies for any of the following
products or technologies: HVAC Air
Handling Systems, HVAC Manual Controls,
Heater Cores, Radiators, Cooling Modules
(FEM), Headlamps, Rear Lamps, Cockpit
Modules, Instrument Panels, Consoles, Door
Panels/Trim, Glove Box, Sys/Finish
Panel/Defroster Grilles, Air Induction
Systems.
"Derivative
Work" means a work of authorship based on one or more
preexisting works, including, without
limitation, a translation, condensation,
transformation, expansion or adaptation,
which, if prepared without
authorization of the owner of the copyright
of such preexisting work, would
constitute a copyright infringement. The
term "Derivative Work" does not include
the preexisting work upon which the
Derivative Work is based.
"Engineering
Design Tools" means product specific tools or data (software
or hardcopy) specifically designed or
utilized to design, model, simulate, or
visualize the product or process used to
make the product including all
supporting documentation for such tools.
Examples may include: CAD, CAE, CAM,
Knowledge Based Engineering applications
and Engineering Design Manuals or Check
Lists. Specifically excluded from this
definition are standard computer design
tools and software which are covered under
the IT agreement. All of the
Engineering Design Tools listed in any
Attachment to an Appendix are subject to
the terms of any preexisting contracts.
Such Engineering Design Tools are
provided on an "as-is" basis, without any
commitments by either party that
maintenance or any other support will be
provided in the future.
"Ford" means
Ford Motor Company and its Subsidiaries and Affiliates,
including Mazda Motor Corporation and its
Subsidiaries and Affiliates, except
where specifically noted.
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"Invention
Disclosure" means a disclosure of an invention which (i) is
written for the purpose of recording the
conception or reduction to practice of
an invention, and (ii) is maintained with a
control number in the owning party's
records.
"Joint Venture
Company" means a company in which Visteon or one or more of
its Subsidiaries or Affiliates owns or
controls, directly or indirectly, more
than 33% of the voting shares or other
equity interest.
"Mask Work
Rights" means (i) any rights in mask works as defined in 17
U.S.C. Section 901, whether registered or
unregistered, including applications
for registration thereof, and (ii) any
foreign rights in semiconductor
topologies under the laws of any
jurisdiction, whether registered or
unregistered, including applications for
registration thereof.
"Non-Core Shared
Products and Technologies" means Shared Products and
Technologies for any of the following
products or technologies: Axles, Power
Take-off Unit (PTU), Manual Steering Gears,
HPAS Steering Gears, Ignition
Systems, Air Charging Assemblies, Throttle
Bodies, Fuel Charge Assemblies, Fuel
Injectors, Air/Fuel Charging Assemblies,
Integrated Air/Fuel Modules, Fuel
Pumps.
"Non-Patented
Product Design IP and Manufacturing IP " means all (1)
research, product designs, technological
models, algorithms, manufacturing
processes, design processes, behavioral
models, logic diagrams, schematics, test
vectors, know-how, computer and electronic
data processing and other apparatus
programs and software (object code and
source code), optical, hydraulic and
fluidic apparatus and processes, chemical
processing, databases and
documentation thereof, technical
information, data, specifications, drawings,
records, documentation, mask works,
Invention Disclosures, works of authorship
or other creative works, or websites, all
of which exist at the Closing Date,
and (2) Trade Secrets, Mask Work Rights,
and Copyrights, related to those items
described in (1) above and which exist at
the Closing Date, for which Visteon
has the right to assign or to grant
licenses, including those stated in the
Appendices hereof. Such Non-Patented
Intellectual Property is provided on an
"as-is" basis, without any commitments by
either party that maintenance or any
other support will be provided in the
future.
"Patents" means
those worldwide patents (including patents of importation,
patents of confirmation, patents of
improvement, patents and certificates of
addition and utility model patents, as well
as divisions, reissues,
continuations, continuations-in-part,
reexamination certificates, renewals and
extensions of any of the foregoing),
pending patent applications, Invention
Disclosures submitted prior to the Closing
Date and patent applications based
thereon and patents which may issue from
such applications after the Closing
Date for which Visteon has the right to
assign or to grant licenses and which
are identified in the Appendices
hereof.
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"Region" means
any one country of a group in North America, South America,
Europe, Africa and Asia Pacific (including
but not limited to China, Korea,
Japan, Viet Nam, Australia and India).
"Shared Products
and Technologies" means products made at both Visteon and
Plants as of the Closing Date, for
manufacture and sale to any customer,
including any improvements or developments
for currently produced products or
those in the current cycle plan for Plants
which have passed the Visteon CDP
Gate 2 (or equivalent) approval, except
that any such improvements or
developments 1) that are subject to
pre-existing contractual obligations that
prevent transfer to Ford are not to be
included or 2) that are subject to a
joint development agreement with non-Ford
OEM's, or other suppliers, subject to
mutual agreement of inclusion, or
exclusion, between the parties.
"Trade Secrets"
means business and technical methods, processes,
compilations, information and know-how that
are not publicly known and which
give the owner a competitive advantage in
its business. Such Trade Secrets are
provided on an "as-is" basis, without any
commitments by either party that
maintenance or any other support will be
provided in the future.
ARTICLE 2
LICENSE GRANT
Section 2.01.
Grant. Visteon and VGTI hereby grant, or to cause to be
granted, to Ford licenses under c
