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EXHIBIT 10.33
INTELLECTUAL PROPERTY LICENSING AGREEMENT
This Intellectual Property Licensing Agreement ("Agreement"),
which
amends and restates in its entirety the
Logo License Agreement and incorporates
all previous amendments, is effective as of
January 1, 2004 and is by and
between Western Financial Bank (the "Bank")
and all of the following entities:
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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 Company, Inc.
Western Financial Auto Loans 2, Inc.
Western Reconveyance Company Inc.
The Hammond Company, The Mortgage Bankers
WFS
Web Investments, Inc.
WFS Receivables Corporation 4
Western Financial Associate Solutions
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Individually referred to as the ("Entity")
WHEREAS, the Bank is the owner of the certain intellectual
property
tradenames, trademarks, logos,
servicemarks, and the like (hereinafter called
the "Marks") and registrations as set forth
in Exhibit A to this Agreement.
WHEREAS, each Entity is desirous of using certain 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 the Bank
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 the Bank. 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 the Bank 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 of the Bank guidelines.
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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.
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
