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INTELLECTUAL PROPERTY
SUBLICENSE AGREEMENT
This
Intellectual Property Sublicense Agreement
(“Agreement”) is made by and between GMAC and
Residential Capital, LLC for itself and on behalf of its direct and
indirect subsidiaries (individually and collectively
“Sublicensee”):
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A.
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General Motors Corporation, Vauxhall
Motors, Ltd., Opel Eisenach GmbH, Saab Automobile AB, Saturn
Corporation, and OnStar Corporation (collectively “GM”)
licensed to GMAC the right to use and display GM’s
intellectual property (collectively “GM IP”) under the
Intellectual Property License Agreement between Gm and GMAC
(“IPLA”) and the related Opt-In Letters.
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B.
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The
IPLA permits GMAC to sublicense the GM IP, subject to the terms and
conditions of the IPLA.
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C.
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Sublicensee desires GMAC to
sublicense to Sublicensee GMAC’s rights to the GM IP, subject
to the terms and conditions of the IPLA.
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D.
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GMAC is willing to sublicense its
rights to the GM IP, subject to the terms and conditions of the
IPLA and this agreement.
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In
consideration of the premises above, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, GMAC and Subicensee agree as
follows:
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A.
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Sublicense Grant
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GMAC hereby grants to
Sublicensee the following sublicenses, subject to the terms and
conditions of the IPLA and this Agreement (collectively
“Sublicenses”):
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1.
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A
non-exclusive, non-transferable, and worldwide sublicense
of:
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a.
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GMAC’s rights to use and
display the Nameplate Trademarks under Section 3.1(a) of the
IPLA;
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b.
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All
rights granted to GMAC under the IPLA Opt-In Letters.
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2.
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A
non-exclusive, non-transferable, and worldwide sublicense of
GMAC’s rights under Section 3.1(c) of the IPLA to use
and display the GMAC name and logo.
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3.
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A
non-exclusive, non-transferable, and worldwi
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